JDS - Annual Report 2019 | FinancialReports.eu

Stock Code: 4190

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JOURDENESS GROUP LIMITED

Annual Report 2019

Annual report website: http://mops.twse.com.tw/ Company website: http://www.jourdeness.com.tw/

Published on June 18, 2020

I. Names, positions, telephone numbers, and email addresses of the spokesperson and deputy spokesperson:

Name of spokesperson: Chia-Chi Chen Position: General manager of JOURDENESS GROUP LIMITED Email address:[email protected] Telephone: (886)4-22922999 Deputy spokesperson: Hsiao-Hui Cheng Position: Chief financial officer of JOURDENESS GROUP LIMITED Email address:[email protected] Telephone: (886)4-22922999

II. Addresses and telephone numbers of the head office, branches, and factories:
(I) Head office

Name: JOURDENESS GROUP LIMITED

Address: The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West Indies

Website: http://www.jourdeness.com Telephone: (886)422922999

(II) Subsidiaries and branches
Subsidiaries

Name: Success United Limited Address:Level 2, Lotemau Centre Building, Vaea Street, Apia, Samoa Name: JOURDENESS DEVELOPMENT LIMITED Address: Room 1204, Yu Sung Boon Bldg., 107-111 Des Voeux Road Central, Hong Kong Name: Bio-Jourdeness International Group Co., Ltd. Address: No. 812 and No. 816, Sec. 1, Zhongqing Rd., Laiwang Vil., North Dist., Taichung City Name: Jourdenwell Biomedical Co., Ltd.

Website: http://www.jourdeness.com Telephone: (886)4-22922999

Website: http://www.jourdeness.com Telephone ： (886)4-22922999

Website: http://www.jourdeness.com Telephone: (886)4-22922999

Name: Jourdenwell Biomedical Co., Ltd. Website: http://www.jourdeness.com Address: 7F, No. 812, Sec. 1, Zhongqing Rd., Laiwang Telephone: (886)4-229922452 Vil., North Dist., Taichung City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http ： //www.jourdeness.com.cn Address: No. 186, Junda in the north of East Dist., Telephone: (86)2082091618 Economic and Technological Development Zone, Guangzhou Name: Jourdeness (Guangzhou) Cosmetology Website: http ： //www.jourdeness.com.cn Enterprise Management Co., Ltd. Address: Rm. 11C05, No. 197, Guangzhou Dadaobei Telephone: (86)2037598670 Rd., Yuexiu Dist., Guangzhou City Name: BIO-JOURDENESS COSMETIC CO. (MY) Website: http://www.jourdeness.com SDN. BHD. Address:LOT 2-4 ,JALAN USJ9/5T,SUBANG Telephone: (6)03-56210213 BUSINESS CENTRE,47620 SUBANG JAYA SELANGOR , MALAYSIA.

Branches

Name: JOURDENESS GROUP LIMITED Taiwan Website: http://www.jourdeness.com Branch Address: 6F, No. 812, Sec. 1, Zhongqing Rd., Taichung Telephone: (886)4-22922999 City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Taichung Inn Branch Address: 1, 2, 3, 4F, No. 812, Sec. 1, Zhongqing Rd., Telephone: (886)4-22915588 Taichung City Name ： Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Zhongxiao Branch Address: 2F., No. 122, Sec. 2, Zhongxiao E. Rd., Telephone: (886)2-23278800 Zhongzheng Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Nanjing 3rd Branch Address: 1-2F, No. 16, Chang’an W. Rd., Zhongshan Telephone: (886)2-25213118 Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Heping Branch Address: 1F, No. 6, Ln. 59, Sec. 2, Anhe Rd., Da’an Telephone: (886)2-27366412 Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Xinyi Branch Address: 1, 2, 3F, No. 52, Sec. 4, Xinyi Rd., Da’an Telephone: (886)2-27542507 Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Ren’ai Branch Address: 1F, No. 25, Ln. 219, Sec. 1, Fuxing S. Rd., Telephone: (886)2-27416092 Da’an Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Guilin Branch Address: 1-3F, No. 110, Sec. 3, Heping W. Rd., Wanhua Telephone: (886)2-23027789 Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Banqiao Branch Address: 1-3F, No. 21, Sec. 2, Zhongshan Rd., Banqiao Telephone: (886)2-29623136 Dist., New Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Jianguo Branch Address: 1F, No. 8-1, Jianguo Rd., Xindian Dist., New Telephone: (886)2-29185425 Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Beixin Branch Address: 1F, No. 53, Sec. 1, Beixin Rd., Xindian Dist., Telephone: (886)2-29116499 New Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Yonghe Branch Address: 1F, No. 35, Zhulin Rd., Yonghe Dist., New Telephone: (886)2-89251809 Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Zhonghe Branch

Address: 1F, No. 58, Anping Rd., Zhonghe Dist., New Telephone: (886)2-89419835 Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Dazhi Branch Address: 1F and B1, No. 23, Aly. 7, Ln. 397, Mingshui Telephone: (886)2-25325985 Rd., Zhongshan Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Nanjing 2nd Branch Address: No. 133, No. 133-1, No. 133-2, Sec. 5, Telephone: (886)2-27467984 Nanjing E. Rd., Songshan Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Yongji Branch Address: No. 96, 1F, No. 98, 1-2F, No. 100, Dongxin Telephone: (886)2-27888133 St., Nangang Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Neihu Branch Address: 1-2F, No. 347, Sec. 2, Neihu Rd., Neihu Dist., Telephone: (886)2-27946510 Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Ren 1st Branch Address: 1-2F, No. 177, Ren 1st Rd., Ren’ai Dist., Telephone: (886)2-24279257 Keelung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Taipei Xinglong Branch Address: 1-2F, No. 224-3, Sec. 2, Xinglong Rd., Telephone: (886)2-29349760 Wenshan Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Yilan Branch Address: No. 45, Zhongzheng Rd., Luodong Township, Telephone: (886)3-9577200 Yilan County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Yilan Zhongshan 1st Branch Address: 1-3F, No. 201-1, Sec. 3, Zhongshan Rd., Yilan Telephone: (886)3-9367849 City, Yilan County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Hualien Zhonghua Branch Telephone: (886)3-8312926 Address: 1F, No. 186-1, Zhonghua Rd., Hualien City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Minsheng West Branch Address: 1F, 2F, No. 73, Minsheng W. Rd., Datong Telephone: (886)2-25579690 Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Nanjing 1st Branch Address: 1F, No. 50, 1F, No. 52, Zhulun St., Zhongshan Telephone: (886)2-87734383 Dist., Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Tianmu Branch Address: 1F, No. 158, Dexing E. Rd., Shilin Dist., Telephone: (886)2-28327322 Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Shilin Branch Telephone: (886)2-88613141 Address: No. 309, Wenlin Rd., Shilin Dist., Taipei City

Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Sanchong Branch Address: 1-2F, No. 271, Zhengyi N. Rd., Sanchong Telephone: (886)2-89820240 Dist., New Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Xinzhuang Branch Address: 1F, No. 369, Zhongzheng Rd., Xinzhuang Telephone: (886)2-22037420 Dist., New Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Tucheng Zhongyang 1st Branch Address: 1-2F, No. 153, Sec. 1, Zhongyang Rd., Telephone: (886)2-82621985 Tucheng Dist., New Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Linkou Zhongzheng 1st Branch Address: 1-2F, No. 94, Zhongzheng Rd., Linkou Dist., Telephone: (886)2-26030338 New Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Sanxia Minsheng Branch Address: 1-2F, No. 134, Minsheng St., Sanxia Dist., Telephone: (886) 2-26721499 New Taipei City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Zhongli Zhongfeng Branch Address: No. 297, Xinsheng Rd., Zhongli Dist., Telephone: (886)3-4276386 Taoyuan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Fude Branch Telephone: (886)3-4342196 Address: No. 72, Fude Rd., Zhongli Dist., Taoyuan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Longtan Branch Address: No. 187-3, Zhongzheng Rd., Longtan Dist., Telephone: (886)3-4809953 Taoyuan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Taoyuan Minsheng Branch Telephone: (886)3-3377878 Address: No. 85, Minsheng Rd., Taoyuan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Taoyuan Zhongshan Branch Telephone: (886)3-3327255 Address: No. 622, Zhongshan Rd., Taoyuan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Taoyuan Luzhu Branch Address: No. 329, Zhongzheng Rd., Luzhu Dist., Telephone: (886)3-2125522 Taoyuan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Bade Taoying Branch Address: 1-2F, No. 109, Taoying Rd., Bade Dist., Telephone: (886)3-3769759 Taoyuan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Hsinchu Guanghua Branch Address: No. 19, Guanghua E. St., North Dist., Hsinchu Telephone: (886)3-5439331 City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Zhulian Branch

Telephone: (886)3-5626586

Address: No. 160, Xida Rd., East Dist., Hsinchu City Name: Bio-Jourdeness International Group Co., Ltd. Hsinchu Guangfu Branch

Website: http://www.jourdeness.com

Telephone: (886)3-5776998

Address: No. 98, Guanxin 2nd St., Hsinchu City

Name: Bio-Jourdeness International Group Co., Ltd. Zhubei Branch

Website: http://www.jourdeness.com Telephone: (886)3-5529922 Website: http://www.jourdeness.com Telephone: (886)3-5947466

Address: No. 257, Wenxin Rd., Zhubei City, Hsinchu County

Name: Bio-Jourdeness International Group Co., Ltd. Zhudong Branch

Address: No. 205, Sec. 3, Changchun Rd., Zhudong Township, Hsinchu County

Name: Bio-Jourdeness International Group Co., Ltd. Xinfeng Jianxing Branch

Website: http://www.jourdeness.com Xinfeng Jianxing Branch Address: No. 156-1, Sec. 1, Jianxing Rd., Xinfeng Telephone: (886)3-3375667 Township, Hsinchu County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Hsinchu Shuiyuan Branch Address: 1-2F, No. 65, Shuiyuan St., East Dist., Telephone: (886) 3-5751977 Hsinchu City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Hukou Dasheng 1st Branch Address: 1-2F, No. 128, Dasheng Rd., Hukou Telephone: (886) 3-5998955 Township, Hsinchu County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Zhubei Zhuangjing 1st Branch Address: 1-2F, No. 81, Zhuangjing 5th St., Zhubei City, Telephone: (886) 3-5501289 Hsinchu County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Miaoli Minzu1st Branch Address: 1-2F, No. 72, Minzu Rd., Miaoli City, Miaoli Telephone: (886) 37-375586 County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Miaoli Zhongshan Branch Telephone: (886)37-369266 Address: 1-2F, No. 751, Zhongshan Rd., Miaoli City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Zhunan Branch Office Address: 1-3F, No. 77, Huadong St., Zhunan Township, Telephone: (886)37-550137 Miaoli County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Toufen Branch Address: 1~2F, No. 257, Heping Rd., Toufen City, Telephone: (886)37-595395 Miaoli County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Yuanli Shijie 1st Branch Address: No. 26, Sec. 1, Shijie Rd., Yuanli Township, Telephone: (886)37-866869 Miaoli County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Taichung Fuxing Branch Address: No. 361, Sec. 3, Fuxing Rd., South Dist., Telephone: (886)4-22296600 Taichung City

Name: Bio-Jourdeness International Group Co., Ltd. Xiangshang 1st Branch

Address: No. 54, Sec. 1, Xiangshang Rd., West Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Taichung Gongxue Branch Address: 1F, No. 26-9 and No. 26-10, Sec. 2, Fuxing Rd., South Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Beitun Branch Address: No. 75, Sec. 1, Changping Rd., Beitun Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Taiping Branch Address: 1F, No. 128, Sec. 1, Xinping Rd., Taiping Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Fengyuan Zhongshan Branch Address: 1-2F, No. 290, Xiangyang Rd., Fengyuan Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Tanzi Zhongshan 1st Branch Address: No. 373, Sec. 2, Zhongshan Rd., Tanzi Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Dajia Branch Address: No. 263, No. 263-1, No. 263-2, No. 265, Guangming Rd., Dajia Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Dali Guoguang Branch Address: 1-3F, No. 336, Sec. 2, Guoguang Rd., Dali Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Taichung Qinghai 1st Branch Address: No. 56, Sec. 3, Wenxin Rd., Xitun Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Dadun 1st Branch Address: No. 879, Dadun Rd., Xitun Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Dali Branch Address: No. 548, Sec. 2, Zhongxing Rd., Dali Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Wuri Branch Address: 1-3F, No. 566, Zhonghua Rd., Wuri Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Dongshi Branch Address: 1F, No. 278, Fengshi Rd., Dongshi Dist., Taichung City

Website: http://www.jourdeness.com Telephone: (886) 4-23021158 Website: http://www.jourdeness.com Telephone: (886)4-22659009 Website: http://www.jourdeness.com Telephone: (886)4-22385168 Website: http://www.jourdeness.com Telephone: (886)4-22739978 Website: http://www.jourdeness.com Telephone: (886)4-25122088 Website: http://www.jourdeness.com Telephone: (886)4-25323707 Website: http://www.jourdeness.com Telephone: (886)4-26877078 Website: http://www.jourdeness.com Telephone: (886) 4-24823505 Website: http://www.jourdeness.com Telephone: (886)4-23173566 Website: http://www.jourdeness.com Telephone: (886)4-23203266 Website: http://www.jourdeness.com Telephone: (886)4-24873839 Website: http://www.jourdeness.com Telephone: (886)4-23372828 Website: http://www.jourdeness.com Telephone: (886)4-25881112

Name: Bio-Jourdeness International Group Co., Ltd. Nantou Branch Address: 1-2F, No. 7, 1st St., Zhongxing Rd., Nantou City

Name: Bio-Jourdeness International Group Co., Ltd. Caotun Zhongshan Branch Address: No. 218, Zhongshan St., Caotun Township, Nantou County Name: Bio-Jourdeness International Group Co., Ltd. Taichung Fuke Branch Address: 1~2F, No. 332, Fuke Rd., Xitun Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Taichung Flagship Store 2 Branch Address: No. 150, Wuquan Rd., Helong Vil., West Dist.,Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Taichung Daya 1st Branch

Address: 1-2F, No. 317, Daya Rd., Daya Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Taichung Fengyuan 2nd Branch Address: 1-3F, No. 133, Yuanhuan E. Rd., Fengyuan Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Taichung Fengjia 1st Branch Address: 1-3F, No. 368, Sec. 2, Henan Rd., Xitun Dist., Taichung City

Name: Bio-Jourdeness International Group Co., Ltd. Taichung Meicun 1st Branch Address: 1-3F, No. 61, Sec. 1, Meicun Rd., West Dist., Taichung City Name: Bio-Jourdeness International Group Co., Ltd. Changhua Sanmin Branch

Address: 1-2F, No. 119, Sanmin Rd., Changhua City Name: Bio-Jourdeness International Group Co., Ltd. Changhua Zhongyang Branch

Address: No. 7, Zhongyang Rd., Changhua City Name: Bio-Jourdeness International Group Co., Ltd. Hemei Daozhou Branch

Address: No. 521, No. 523, Daozhou Rd., Hemei Township, Changhua County

Name: Bio-Jourdeness International Group Co., Ltd. Changhua Lukang 1st Branch Address: 1-2F, No. 18 and 1-2F, No. 20, Ludong Rd. and 2F, No. 201, Donglong Rd., Lukang Township, Changhua County

Name: Bio-Jourdeness International Group Co., Ltd. Yuanlin Minsheng Branch Address: No. 150, Minsheng Rd., Yuanlin City, Changhua County

Website: http://www.jourdeness.com Telephone: (886)49-2244885 Website: http://www.jourdeness.com Telephone: (886)49-2356611 Website: http://www.jourdeness.com Telephone: (886)4-24635559 Website: http://www.jourdeness.com Telephone: (886)4-22083333 Website: http://www.jourdeness.com Telephone: (886)4-25604438 Website: http://www.jourdeness.com Telephone: (886)4-25288813 Website: http://www.jourdeness.com Telephone: (886)4-24522828 Website: http://www.jourdeness.com Telephone: (886)4-23235778 Website: http://www.jourdeness.com Telephone: (886)4-7269119 Website: http://www.jourdeness.com Telephone: (886)4-7521112 Website: http://www.jourdeness.com Telephone: (886)47-572038 Website: http://www.jourdeness.com Telephone: (886) 4-7747888 Website: http://www.jourdeness.com Telephone: (886) 4-8371125

Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Yuanlin Nanchang Branch Address: No. 18, Ln. 109, Zhishan St., Yuanlin City, Telephone: (886)4-8373438 Changhua County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Beidou Branch Address: No. 238, Zhonghua Rd., Xinzheng Vil., Telephone: (886)4-8877227 Beidou Township, Changhua County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Erlin Branch Address: No. 100 and No. 102, Jianxing St., Erlin Telephone: (886)4-8956610 Township, Changhua County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Dounan Zhongshan Branch Address: No. 303, Wenchang Rd., Dounan Township, Telephone: (886)5-5965710 Yunlin County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Huwei Branch Address: No. 58, Xinyi Rd., Dongren Vil., Huwei Telephone: (886)5-6337110 Township, Yunlin County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Douliu Branch Address: No. 107-5, Zhenbei Rd., Gong Cheng Vil., Telephone: (886)5-5334597 Douliu City, Yunlin County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Douliu Minsheng Branch Address: No. 165, Minsheng S. Rd., Douliu City, Telephone: (886)5-5331631 Yunlin County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Xiluo Branch Address: No. 279 and No. 281, Yanping Rd., Xiluo Telephone: (886)5-5881789 Township, Yunlin County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Chiayi Wufeng Branch Address: No. 211-3, Minguo Rd., East Dist., Chiayi Telephone: (886)5-2753579 City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Chiayi Xinmin Branch Address: 1-3F, No. 698, Xinmin Rd., West Dist., Chiayi Telephone: (886)5-2351772 City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Wufeng South Rd. Branch Address: 1-2F, No. 119, Guanghua Rd., East Dist., Telephone: (886)5-2278733 Chiayi City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Chiayi Junhui Branch Address: No. 326, Wufeng S. Rd., East Dist., Chiayi Telephone: (886)5-2305188 City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Chiayi Shengping Branch Address: No. 26-29, Wenhua Rd., Minxiong Township, Telephone: (886)5-2064800 Chiayi County

Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Chiayi Puzi 1st Branch Address: 1-3F, No. 3-5, Pinghe Rd., Puzi City, Chiayi Telephone: (886) 5-3791688 County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Chiayi Deming Branch Address: 1-3F, No. 315, Zhongxing Rd., West Dist., Telephone: (886) 5-2335688 Chiayi City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Beigang Branch Address: 1-3F, No. 149, Huasheng Rd., Beigang Telephone: (886)5-7836889 Township, Yunlin County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Tainan Wenhua Branch Office Address: No. 243, Chongshan Rd., East Dist., Tainan Telephone: (886)6-2686266 City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Tainan Chenggong Branch Address: 1-3F, No. 87, Chenggong Rd., North Dist., Telephone: (886)6-2219009 Tainan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Tainan Zhonghua Branch Address: No. 481-5, Zhonghua Rd., Yongkang Dist., Telephone: (886)6-2012455 Tainan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Jiali Branch Address: No. 180, Wenhua Rd., Dongning Vil., Jiali Telephone: (886)6-7216556 Dist., Tainan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Xinying Branch Address: No. 58-1, Sanmin Rd., Xinying Dist., Tainan Telephone: (886)6-6379916 City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Tainan Haidian 1st Branch Address: 1~3F, No. 135, Sec. 1, Haidian Rd., Haidian Telephone: (886)6-2808168 Vli., Annan Dist., Tainan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Tainan Yongda 1st Branch Address: 1-2F, No. 79, Sec. 2, Yongda Rd., Yongkang Telephone: (886) 6-2728668 Dist., Tainan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Tainan Jiankang Branch Address: 1-3F, No. 121, Sec. 2, Jiankang Rd., Xinxing Telephone: (886) 6-2646608 Vil., South Dist., Tainan City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Kaohsiung Wufu Branch Address: No. 272, Heping 1st Rd., Lingya Dist., Telephone: (886)7-2256227 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Jiuru Branch Address: No. 431, Shiquan 1st Rd., Sanmin Dist., Telephone: (886)7-3126512 Kaohsiung City

Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Jiangong Branch Address: No. 656, Jiangong Rd., Sanmin Dist., Telephone: (886)7-3975297 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Junxiao Branch Address: No. 931, Junxiao Rd., Nanzi Dist., Kaohsiung Telephone: (886)7-3662858 City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Nanzi Branch Address: No. 149, Jiannan Rd., Nanzi Dist., Kaohsiung Telephone: (886)7-3511300 City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Zuoying Buhou Branch Address: 1-3F, No. 16-1, Buhou St., Zuoying Dist., Telephone: (886)7-5856168 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Zhisheng Branch Address: No. 137, Zhisheng Rd., Zuoying Dist., Telephone: (886)7-5584809 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Mingcheng Branch Address: No. 394, Mingcheng 2nd Rd., Zuoying Dist., Telephone: (886)7-5568807 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Gangshan Branch Address: 1F and 2F, No. 64-6, Liuqiao W. Rd., Telephone: (886)7-6260822 Gangshan Dist., Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Kaohsiung Qingnian Branch Address: 1-2F, No. 85, 1-2F, No. 85-1, Qingnian 2nd Telephone: (886)7-2695975 Rd., Lingya Dist., Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Yixin Branch Address: No. 480, Yixin 1st Rd., Qianzhen Dist., Telephone: (886)7-5373178 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Xiaogang Branch Address: 1~2F, No. 675, Hongping Rd., Xiaogang Telephone: (886)7-8015799 Dist., Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Fengshan Branch Address: 1F, No. 177, Ziyou Rd., Fengshan Dist., Telephone: (886)7-7102181 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Daliao Branch Address: 1F, No. 136, Fenglin 4th Rd., Daliao Dist., Telephone: (886)7-7831818 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Linyuan Branch Address: 1F, No. 46, Zhongyi 2nd St., Linyuan Dist., Telephone: (886)7-6429836 Kaohsiung City

Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Kaohsiung Wujia 1st Branch Address: 1-2F, No. 374, Wujia 2nd Rd., Fengshan Dist., Telephone: (886) 7-7686881 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Kaohsiung Yihua Branch Address: 1-2F, No. 70, Yihua Rd., Sanmin Dist., Telephone: (886) 7-3981538 Kaohsiung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Pingtung Minsheng Branch Telephone: (886)8-7345272 Address: No. 231, Minsheng Rd., Pingtung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Pingtung Jianguo Branch Telephone: (886)8-7666757 Address: No. 186, Zhongshan Rd., Pingtung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Chaozhou Branch Address: No. 52, Yongde Rd., Chaozhou Township, Telephone: (886)8-7807217 Pingtung County Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Donggang Branch Address: No. 329, Sec. 1, Guangfu Rd., Xingdong Vil., Telephone ： (886)8-8337953 Donggang Township, Pingtung County Name ： Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Taitung Zhengqi Branch Office Telephone: (886)89-331118 Address: No. 179, Zhengqi Rd., Taitung City Name: Bio-Jourdeness International Group Co., Ltd. Website: http://www.jourdeness.com Taitung 2nd Store Branch Telephone: (886)89-333218 Address: No. 492, Gengsheng Rd., Taitung City Name: Jourdeness(Guangzhou) Cosmetology Website: http://www.jourdeness.cn Enterprise Management Co., Ltd. Guangzhou 1st Branch Address: No. 4, East Sixth St., Erma Rd., Yuexiu Dist., Telephone: (86)020-83601981 Guangzhou City Name: Jourdeness(Guangzhou) Cosmetology Website: http://www.jourdeness.cn Enterprise Management Co., Ltd. Guangzhou 2nd Branch Address: Rm. 105, No. 90, Yingyuan Rd., Yuexiu Dist., Telephone: (86)020-83540035 Guangzhou City Name: Jourdeness(Guangzhou) Cosmetology Website: http://www.jourdeness.cn Enterprise Management Co., Ltd. Guangzhou 3rd Branch Address: Rm. 217, 2F, No. 912-974, Binjiang East Rd., Telephone: (86)020-84218495 Haizhu District., Guangzhou City Name: Jourdeness(Guangzhou) Cosmetology Website: http://www.jourdeness.cn Enterprise Management Co., Ltd. Beijing Branch Address: Rm. 801, 8F, Building 1, No. 398, Middle Telephone: (86)010-64985614 East Rd., Dongxiaokou Town, Changping Dist., Beijing Name: Jourdeness(Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dongguan Qifeng Store

Telephone: (86)0769-22336401

Address: Shop 02, Xinhua Building, No. 178, Telephone: (86)0769-22336401 Dongcheng Avenue, Guancheng, Dongguan City Name: Jourdeness(Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Foshan Tongji Plaza Store Address: No. 7 and No. 41, 1F, No. 66, Tongji Road, Telephone: (86)0757-83127601 Chancheng District, Foshan City Name: Jourdeness(Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Daliang Jiaxin Plaza Branch Address: Shop E414, Phase 2, Jiaxin City Plaza, Telephone: (86)0757-22800792 Daliang Xingshun Road, Shunde District, Foshan City Name: Jourdeness(Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Foshan Nanhai Huacui South Road Branch Address: Shop No. 50, Nanhai Summer Palace Telephone: (86)0757-86677616 Business, No. 6, Huacui South Road, Guicheng Street, Nanhai District, Foshan City Name: Jourdeness(Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shanghai Zhangyang Road Branch Address: 1-2F, No. 29, Ln. 1528, Zhangyang Road, Telephone: (86)021-38473012 China (Shanghai) Free Trade Pilot Zone Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shenzhen Honggui Store Address: 103, 104, Block 2, Baoquanzhuang, Honggui Telephone: (86)0755-25935906 Road, Guiyuan Street, Luohu District, Shenzhen Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanjing Dinghuaimen Store Telephone: (86)025-86380799 Address: No. 388-4 and 388-5, Jiangdong North Road, Gulou District, Nanjing Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Kunming Cuihu Store Address: 3F Side Building, Tonghui Building, Telephone: (86)0871-65106306 Yuantong Street and Luofeng Street (Now: No. 131, Yuantong Tailong Mansion), Wuhua District, Kunming City, Yunnan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Kunming Guangfu Store Address: Shop No. 14, 1-3F, Building SY3, Guangfu Telephone: (86)0871-64634798 Community (Area 1), north of Guangfu Road, Xishan District, Kunming City, Yunnan Province Name: Jourdeness(Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Foshan Nanhai Jiujiang Store Address: No. 13, Luoming Building, No. 19, Telephone: (86)0757-86512566 Xiaxiluopu Avenue, Jiujiang Town, Nanhai District, Foshan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanjing Wanda Store Telephone: (86)025-86441931 Address: Room 120, No. 255, Shuiximen Street, Jianye District, Nanjing City

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanjing Yueya Lake Store Address: No. 18, Dongyuan Road, Xuanwu District, Telephone: (86)025-84862316 Nanjing City Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shanghai Fengzhuang North Road Branch Telephone: (86)021-39555006 Address: 1F, No. 463, Fengzhuang North Road, Jiading District, Shanghai Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Guangzhou Lijiang Store Address: Shop No. 1-1, 1F, Liquan Building, Lijiang Telephone: (86)020-34708106 Garden, Nanpu Island, Luopu Street, Panyu District, Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd., Website: http://www.jourdeness.cn Guangzhou Dongsha Store Address: No. 119, Fanhua Road, Shiqiao Street, Panyu Telephone: (86)020-84646048 District, Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Guangzhou Binjiang Store Address: Shop No. 105, No. 156, Binjiang East Road, Telephone: (86)020-86002756 Haizhu District, Guangzhou City Website: http://www.jourdeness.cn Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Guangzhou Fuyuan Store Address: Shop No. 54, Fuyuan Road, Baiyun District, Telephone: (86)020-81813756 Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Donghu Road Branch Address: 1F-1, No. 60, Donghu Road, Yuexiu District, Telephone: (86)020-83796285 Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanjing Dayang Store Address: No. 52, Shigu Road, Qinhuai District, Nanjing Telephone: (86)025-84705877 City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Beijiao Store Address: A8, 1F, Annex No.2, Linshang Rd., Beijiao Telephone: (86)0757-26320688 Town, Shunde District, Foshan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Guangzhou Tianhe South Store Address: No. 18 and No. 50, Liuyun 5th Street, Tianhe Telephone: (86)020-87577850 South Road, Tianhe Dist., Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanjing Junlin Store Address: Room 301, Building B, Junlin International Telephone: (86)025-51860325 Plaza, No.5, Guangzhou Road, Gulou District, Nanjing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Guangzhou Baoye Store

Address: 101, No. 518-6, Baoye Road, Haizhu District, Telephone: (86)020-84483546 Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Guangzhou Jiangwan Store Address: Shop B15, 1F, No. 246-264, Yi'an Road, Telephone: (86)020-89084736 Haizhu District, Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanjing Zhongshan South Store Address: No. 243, Zhongshan South Road, Qinhuai Telephone: (86)025-68677132 District, Nanjing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanjing New Century Store Address: Room 1016, No. 1, Ln. Ke, Qinhuai District, Telephone: (86)025-58007079 Nanjing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Guangzhou Baogang Store Address: A09, 1F, No. 1377, Baogang Avenue, Haizhu Telephone: (86)020-84300660 District, Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Chengdu Xiaonan Street Store Address: 1F, No. 89-91, Xiaonan Street, Qingyang Telephone: (86)028-86122068 District, Chengdu City, Sichuan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Chengdu Jinxiu Road Store Address: 1-2F, No. 18, Jinxiu Road, Wuhou District, Telephone: (86)028-85212875 Chengdu City, Sichuan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shenzhen Houhai Store Address: No. 21, 01F, Skirt Building, Area A, Coast Telephone: (86)0755-26480136 Pearl Garden, Daohouhai Road, Yuehai Street, Nanshan District, Shenzhen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Guangzhou Huabi Store Address: No. 22 and 23, Bihua Commercial 1st Street, Telephone: (86)020-84565757 Bihua Fang, Huanan Biguei Garden, Nancun Town, Panyu District, Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shiguang Store Address: Room 9, Commercial 1-2F, No. 11, Binjiang Telephone: (86)0871-65638438 Junyuan, Zhangguan Camp, Panlong District, Kunming City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dongguan Scenic Store Address: Shop No. 15, Building 2, Citic New Plaza, Telephone: (86)0769-22853981 Hongfu Hongtu Road, Nancheng Street, Dongguan District Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Jiazhou Store Address: 2-15, Wealth and City International Building Telephone: (86)023-67527118 2, No. 107-36, Longhua Boulevard, Longxi Street, Yubei District, Chongqing City

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Dongguan Huakai Store
Address: Shop No. 112 and 113, Property Building A,	Telephone: (86)0769-23185218
Meihua Kai Plaza, Nancheng Street,
Dongguan City
Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Dongguan Xingpeng Store
Address: Shop No. 01, Future World Garden Phase 2,	Telephone: (86)0769-22853851
No. 5, Hongwei Road, Nancheng Street,
Dongguan City
Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Taojin Road Branch
Address: Room C, 1F, No. 98-1 and 1F, No. 98-3,	Telephone: (86)020-87685266
Taojin East Road, Yuexiu District, Guangzhou
City
Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Daliang Wenxiu Store
Address: Shop No. 4 and No. 5, Deyiju, No. 2, Penglai	Telephone: (86)0757-22256685
Road, Wenxiu Residential Committee, Daliang
Street Office, Shunde Dist., Foshan City
Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Guangzhou Huacheng Boulevard Store
Address: A3268, A3278 and A3288 (No. 2), 4F, No. 2,	Telephone: (86)020-38373173
Huacheng Avenue, Tianhe District,
Guangzhou City
Name: Jourdeness(Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Shanghai Pujian Road Branch
Address: 2A15-2A21, 2F, 365 Digital Plaza, 1-4, Lane	Telephone: (86)021-58461335
365, Pujian Road, China (Shanghai) Free
Trade Pilot Zone
Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Chengdu 2nd Ring Road South Section 3
Store
Address: 1F, No. 40 and 1F, No. 38-5, South Section 3,	Telephone: (86)028-85160908
2nd Ring Road, High-Tech Industrial
Development Zone, Chengdu City, Sichuan
Province
Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Huanglong Garden Store
Address: 1F and 2F, Front No. 15, Building 11,	Telephone: (86)023-67796066
Huanglong Garden, No. 39, Longtoshi Road,
Longta Street, Yubei District, Chongqing City
Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Huilongwan Store
Address: No. 2, 1F, Building 2, No. 68, Huilong Road,	Telephone: (86)15723235280
Haitangxi Street, Nanan District, Chongqing
City
Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Website: http://www.jourdeness.cn
Longhu Store
Address: 1-3, Building 1, Bashu-Jinxiu Guangyuan,	Telephone: (86)023-67531728
No. 175-5, Xinnan Road, Longxi Street, Yubei
District, Chongqing City

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Chengdu Xiaotianxi Street Store Address: 1F, No. 7-2-3, Longteng East Road, Wuhou Telephone: (86)028-85599398 District, Chengdu City, Sichuan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dongguan Yifeng Store Address: Room 1120 and 112, No. 9, Yuanmei East Telephone: (86)0769-23132436 Road, Nancheng Street, Dongguan City, Guangzhou Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dongguan Cathay Pacific Store Address: Shop No. 3-4, 1F, Cathay Pacific Building, Telephone: (86)0769-22360770 Qifeng Road, Dongcheng Street, Dongguan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dongguan Garden Store Address: 2F, Gateway 36, Cuttou Garden Road, Telephone: (86)0769-23060608 Dongcheng Street, Dongguan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Zhongshan 2nd Road Branch Address: Room 201, No. 48-1 and 48-2, Room 202 and Telephone: (86)020-87313766 203, No. 48-1 and 48-2, Zhongshan 2nd Road, Yuexiu District, Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Foshan Huayuan Store Address: 104-1, 1F, No. 1, Huayuan East Road, Telephone: (86)0757-83353976 Chancheng District, Foshan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dushi Store Address: Part of 1F, Pingjie, No. 205-4, Tianma Road, Telephone: (86)023-65088052 Shapingba District, Chongqing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Chencun Shunlian Plaza Store Address: Shop B-302, 3F, 2nd Block, Shunlian Square, Telephone: (86)0757-23305558 Block 1-7, No. 1, Fochen Road, Chencun Town Composite Residential Committee, Shunde District, Foshan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Chengdu Ruilian Road Store Address: No. 1, 1F, Building 8, No. 64 and 62, Ruilian Telephone: (86)028-87088805 Road, Qingyang District, Chengdu City, Sichuan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Changsha Changdao Store Address: 5F, Hunan Friendship & Apollo Commercial Telephone: (86)0731-89853798 Co., Ltd., No. 1, Bayi Road, Furong District, Changsha City, Hunan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Changsha Sifangping Store Address: No. 104 and 105, Gateway of Building 9, Telephone: (86)0731-85117398 Four Seasons Beautiful Community, Kaifu District, Changsha City, Hunan Province

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Changsha Kaifu Wanda Store Address: 2002B, 2F, No. 1001, Business Complex Telephone: (86)0731-82227358 (Including Office Building), Area B, Kaifu Wanda Plaza, No. 589, Zhongshan Road, Kaifu District, Changsha City, Hunan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Changsha Tongzipo Store Address: No. 357, Yinpen South Road, Yuelu District, Telephone: (86)0731-88902118 Changsha City, Hunan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Changsha Youyi Road Store Address: No. 109, Building 3, Shanshuizhou Villa, No. Telephone: (86)0731-85319798 159, Youyi Road, Tianxin District, Changsha City, Hunan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Changsha Xingsha Aidu Store Address: (Aidu Building) No. 49, Kaiyuan East Road, Telephone: (86)0731-84062238 Xingsha Street, Changsha County, Hunan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hangzhou Wener West Road Branch Address: No. 287, Wener West Road, Xihu District, Telephone: (86)0571-88476761 Hangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Jinzhou Store Address: Shop 2-3, Langdong Dormitory, Bank of Telephone: (86)0771-5509851 China Guangxi Branch, No. 16, Jinzhou Road, Qingxiu District, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Qingshan Store Address: Shop No. 212 and 213, 2F, Building 8, Telephone: (86)0771-5300930 Dongfangyuan, No. 8-2, Qingshan Road, Qingxiu District, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Fengxiang Store Address: Shop S19, Building No. 7 and 8, Shangri-La Telephone: (86)0771-5583778 Garden, No.59, Changhu Road, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Liuzhou Youyi International Store Address: No. 14, 1F, Youyi International, Building 11, Telephone: (86)0772-2854328 No. 4, Youyi Road, Liuzhou City, Guangxi Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiangtan Longfeng Jiayuan Store Address: South Section, 1F, Longfeng Jiayuan Complex Telephone: (86)0731-52321298 Building, No.22, Huanghuatang, Shaoshan West Road, Jiaowan Street, Yuhu District, Xiangtan City, Hunan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Changsha Wanjiali Road Store

Address: No. 112, 1F, Dongjun Huacheng Square, No. Telephone: (86)0731-84718798 166, Section 1, Wanjiali Middle Road, Furong District, Changsha City, Hunan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hangzhou Wenyi West Road Branch Address: No. 203, Wenyi West Road, Xihu District, Telephone: (86)0571-87758581 Hangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanchang Honggu Middle Avenue Branch Address: Shop No. 215, 2F, Nanchang Shimao Plaza, Telephone: (86)0791-82050373 No. 1706, Honggu Avenue, Honggutan New District, Nanchang City, Jiangxi Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Zhongnan Road Store Address: 3F, Block C, Central South International City, Telephone: (86)027-87717546 No. 442, Wulu Road, Wuchang District Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shuiguohu Road Branch Address: Part of 4F, No. 11-13, Shuiguohu Cross Road, Telephone: (86)027-87366586 Wuchang City, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanchang Xincheng Wuyue Branch Address: Shop 2015-1, 2F, Wuyue Square, New Town, Telephone: (86)0791-88152820 No. 77, Aixi Lake North Road, High-tech Industrial Development Zone, Nanchang City, Jiangxi Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Bali Haoting Store Address: Room 02 and 03, 1F, Building 12 and 15, Bali Telephone: (86)027-87573511 Haoting, No. 2, Louyu East Road, East Lake New Technology Development Zone, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Wanke City Huajingyuan Store Address: Commercial No. 4, 1-2F, Building 14, Phase Telephone: (86)027-87370155 2, Huajingyuan, Wuhan Wanke City, Zhengqiao Village, East Lake New Technology Development Zone, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Dongge Store Address: Shop No. 20-1A, 2F and Shop No. 20-1A, 1F, Telephone: (86)0771-5850481 Scientific Research Building, No. 20-1, Dongge Road, Qingxiu District, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Taoyuan Store Address: No. 213-216, Axis 1-19, Taoyuan Building, Telephone: (86)0771-5306248 No. 86, Taoyuan Road, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Wuxiang Store Address: Shop A13, 14, 17, 18, 19, 1F, Jinhu Telephone: (86)0771-5505529 Commercial and Residential Community, No. 57, Jinhu Road, Nanning City

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Zhongshan Store Address: Shop B1-7, 1F, Block B, Youzixiang Building, Telephone: (86)027-85557200 No. 710, Jiefang Avenue, Jianghan District, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Xida Store Address: Shop No. 2 and 3, Hanley Pavilion, Building Telephone: (86)0771-3862218 05, Hanlin Huafu, No. 93, Luban Road, Xixiangtang District, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hangzhou Chunxiao Road Branch Address: No. 544, Chunxiao Road, Binjiang District, Telephone: (86)0571-86854088 Hangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Fuzhou Changshan Shuidu Branch Address: Shop No. 8, No. 3, 1F, No. 5A1, Jiangnan Telephone: (86)0591-83053632 Shuidu Yijing, No. 1, Shuian Road, Jinshan Street, Cangshan District, Fuzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Lianqian East Road Branch Address: No. 629, Lianqian East Road, Siming District, Telephone: (86)0592-5960070 Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Hubin North Road Branch Address: No. 243-9, Hubin North Road, Siming Telephone: (86)0592-5059390 District, Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Hexiang East Road Branch Address: Shop No. 27, No. 12, Hexiang East Road, Telephone: (86)0592--5814660 Siming District, Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiangtan Dahu Store Address: No. 0101005, Unit 1, Building 1, Telephone: (86)0731-58265298 Lantingyuan, Baishi Gulian Town, Nanling South Road, Zhaotan Street, Yuhu District, Xiangtan City, Hunan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Quanzhou Fengze Street Branch － Address: Shop A-01 and 02, Fuxin Garden Community, Telephone: (86)0595 22121371 Fengze District, Quanzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Quanzhou Jiangbin North Road Branch Address: Shop No. 07, 08, Building No. 6 and 7, Telephone: (86)0595-22131150 Qingyuan Jiangbin Garden, Fengze District, Quanzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hanyang Store Address: No. 306, 3F, Hanshang Ginza, Building 1, No. Telephone: (86)027-84839666 134, Hanyang Boulevard, Hanyang District, Wuhan City

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Tianjin Hexi District 1st Store Address: 2-115, Fengshui Garden, Telephone: (86)022-88389179 Southwest Side of the Junction of Youyi South Road and Pearl River Road, Hexi District, Tianjin City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Tianjin Hualong Road Store Address: No. 37, Hualong Road, Hedong District, Telephone: (86)022-23730356 Tianjin City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Hexiang West Road Branch － Address: Shop No. 428, Hexiang West Road, Siming Telephone: (86)0592 2206375 District, Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Douxi Road Branch Address: Room 108, No. 203, Douxi Road, Siming Telephone: (86)0592-2209110 District, Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Xiangdian Branch Address: Unit 101, No. 55, Xiangdian 2nd Road, Huli Telephone: (86)0592-5565650 District, Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Xianyue Road Branch Address: Unit 120, No. 553, Xianyue Road, Siming Telephone: (86)0592--5039077 District, Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Jinjiang Branch Address: Shop No. 124-126 and 224-226, Building 5, Telephone: (86)0595-88193602 Fupu Huatai International New Town, Luoshan Street, Jinjiang City, Quanzhou City, Fujian Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hangzhou Xiacheng District Branch Address: Room 203 and 204, Building 3, Peaceful Telephone: (86)0571-87794897 Residences, Xiacheng District, Hangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shishi City Branch Address: No. 91, Huihao Road, Hubin Street, Shishi Telephone: (86)0595-83925035 City, Quanzhou City, Fujian Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Siming South Road Branch Address: No. 408-2, Siming South Road, Siming Telephone: (86)0592-2570011 District, Xiamen City Name: Jourdeness (Gaungzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Wenyuan Road Branch Address: Shop 103 and 104, No. 54, Wenyuan Road, Telephone: (86)0592-2022711 Siming District, Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Zhuankou Store Address: (5F-A-5002), 5F, Department Store, Indoor Telephone: (86)027-84478722 Pedestrian Street, Kaiwanda Square, No.111

Dongfeng Avenue, Wuhan Economic Development Zone Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Hangyang International City Store Address: Shop L5-009, 5F, Nanning Convention and Telephone: (86)0771-5591067 Exhibition.Hangyang City Shopping Center, No. 131 Minzu Avenue, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Yucai Store Address: Room Commercial No. 3 (Duplex), 1-2F, Telephone: (86)027-82618898 Building 1-2, Yucai Mingshi, Huaqiao Village, Jiangan District, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Beijing Huilongguan Store Address: (Room 101) No. 3, 1F, Building No. 2, Telephone: (86)010-81745891 Longxi Garden 2nd Area, Huilongguan Town, Changping District, Beijing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Beijing Shilibao North District Store Address: Duplex 2F, Commercial A, 01F, Building No. Telephone: (86)010-85856226 2, Xuante Jiayuan, Shilibao North District, Chaoyang District, Beijing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Tianjin 3rd Street Store Address: Room 103, Gate 26, No. 7, Prospect Road, Telephone: (86)022-66209475 Tianjin Economic and Technological Development Zone Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hong Kong Road Store Address: Room 5 and 6, 1F, No. 8, Hong Kong Road Telephone: (86)027-88092700 (Building Number: No. 6, Hong Kong Road), Wanke, Jiangan District, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hangzhou Yile Road Branch Address: No. 18, Yile Road, Xihu District, Hangzhou Telephone: (86)0571-85172473 City, Zhejiang Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Liuzhou Tanzhong Store Address: Shop No. 5 and 6, Building 9, No. 18, Telephone: (86)0772-2618513 Tanzhong East Road, Liuzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Quanzhou Citong Road Branch Address: Shop No. 160, Building J, Phase 1, Sunshine Telephone: (86)0595-22551371 Paris Community, Ertong Road, Fengze District, Quanzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Hubin North Road 2nd Branch Address: 2F, Shop No. 17 and 1F and 2F, Shop No. 18, Telephone: (86)0592-5039078 No. 33, Hubin North Road, Siming District, Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Tianjin Xishi Street Store

Address: No. 59, Xishi Street, Nankai District, Tianjin City

Telephone: (86)022-27479830

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hangzhou Chaowang Road Branch Address: 1-2F, No. 3, Chaowang Road, Xiacheng Telephone: (86)0571-85264136 District, Hangzhou City, Zhejiang Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Beijing Zengguang Road Store Address: 27-20, 1F, Building No. 1, Yard No. 27, Telephone: (86)010-68478719 Zengguang Road, Haidian District, Beijing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Tianjin Xinda Garden Store Address: No. 6, Hanghai Road, Nankai District, Tianjin Telephone: (86)022-87893782 City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Chengdu Shuxing East Street Store Address: No. 6, Shuxing East Street, Tinniu District, Telephone: (86)028-87573360 Chengdu City, Sichuan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Changsha Commercial Building Store Address: No. 1, Section 2, Furong Middle Road, Telephone: (86)0731-82259798 Furong District, Changsha City, Hunan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiamen Dongdu Road Branch Address: 2F-1, No. 71, Dongdu Road, Huli District, Telephone: (86)0592-5622439 Xiamen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Yongkai Store Address: No. 2A02, Building 1, Nanhu International Telephone: (86)0771-5703015 Plaza, No. 55, Binhu Road, Qingxiu District, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Beijing Tongchao Street Store Address: 1F, No. 176, Tongchao Street, Tongzhou Telephone: (86)010-81511151 District, Beijing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shanghai Qingzhen Road Branch Address: 1-2F, No. 13-17, Qingzhen Road, Xuhui Telephone: (86)021-64184766 District, Shanghai City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Qingnian Road Store Address: Room 1, 1F, Unit D, Chutian Constellation, Telephone: (86)027-85359209 Jianghan District, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Liuzhou Longcheng Store Address: Room 302, Yuanyuan Commercial and Telephone: (86)0772-2828993 Residential Building, No. 63, Park Road, Liuzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hangzhou Jinxiu Wenyuan Branch

Address: Dishang No. 3, Building 2, Jinxiu Wenyuan, Telephone: (86)0571-88219046 Xihu District, Hangzhou City, Zhejiang Province Name ： Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Zhigang Store Address: No. 2-1, Building 34-1, Zhujiang Garden, Telephone: (86)023-68120338 Yangjiaping Zhigang Avenue, Jiulongpo District, Chongqing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Guangzhou Longjin West Road Store Address: Shop 106, No. 225, Longjin West Road, Telephone: (86)020-31025876 Liwan District, Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Beijing Qinghe Store Address: No. 20, Commercial 1F, Building No. 4, Telephone: (86)010-52718182 Qingjingyuan, Haidian District, Beijing City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Tianjin Hexi District 2nd Store Address: No. 206-1, Shanghai Road, Hexi District, Telephone: (86)022-23262038 Tianjin City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Tianjin Hexi District 3rd Store Address: Commercial No. 362, Fuyu Square, Jiefang Telephone: (86)022-23233985 South Road, Hexi District, Tianjin City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Kaixuan Garden Store Address: No. 1 and No. 2, 1F, Building 16, North Area, Telephone: (86)0871-64622009 Kaixuan Garden, Nansanhuan Road, Xishan District, Kunming City, Yunnan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hangzhou Binjiang District Branch Address: No. 4360, Jiangnan Avenue, Binjiang District, Telephone: (86)0571-86739617 Hangzhou City, Zhejiang Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Tianjin Aocheng Store Address: No. 584-05, Hongqi South Road, Nankai Telephone: (86)022-58956280 District, Tianjin City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Hangzhou Qinqin Jiayuan Branch Address: 60-1#, Qinqin Jiayuan-Sanhe Street, Liangzhu Telephone: (86)0571-89006275 Street, Yuhang District, Hangzhou City, Zhejiang Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Liuzhou City Plaza Store Address: No. 1-2 and 1-3, Building 12, Yangguang Telephone: (86)0772-8805168 Yibai City Square, No. 2, South Guizhong Avenue, Liuzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Xiangtan Baota Store Address: Gate No. 4, Building A, Risheng Garden, No. Telephone: (86)0731-58626687 39, Hedong Avenue, Baota Street, Yuetang District, Xiangtan City

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Xinmin Store Address: Room A and F, 10F, Zhongming Building, No. Telephone: (86)0771-2617482 34-18, Xinmin Road, Qingxiu District, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Chengdu Yinhe Road Store Address: No. 40, 1F, Building 4, No. 1-40, Yinhe Road, Telephone: (86)028-87605979 Jinniu District, Chengdu, Sichuan Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dongguan Dijing Store Address: Shop No. 113, Zhaoyangyuanqun Builing, No. Telephone: (86)0769-23021996 10, Qianwu Street, Dongcheng Street, Dongguan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dajingyuan Store Address: Room 2, 1F, Building 15, Phase 2, Telephone: (86)027-82609196 Tongjiandajiangyuan South Garden, No. 39, Jiangda Road, JiangAn District, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Zhongyuan Store Address: (Counter No. 2024C) 1-2F, Telephone: (86)027-86537786 Wushangzhongyuan Plaza, No. 959, Heping Ave., Qingshan District, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanchang Jinyumingdu Store Address: (1-2F) Room 104-105, Building 10, Gaoneng Telephone: (86)0791-88310698 Jinyumingdu, No. 299, Hongdu North Avenue, Qingshanhu District, Nanchang City, Jiangxi Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanchang Honggutan Store Address: Shop Room 101, Building 1, Shiji Telephone: (86)0791-88536130 Zhongyangcheng, No. 555, Yiyuan Road, Honggutan New District, Nanchang City, Jiangxi Province Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shouyihui Store Address: Shop No. 004-a, 3F, Fanyuhui Shouyi, Telephone: (86)027-88050396 Nanguo Shouyi Square, No. 151, Zhang Zhi Dong Road, Wuchang District, Wuhan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Chengdu Shiye Street Store Address: No. 2, 2F, Building 2, No. 46, Shiye Street, Telephone: (86)028-87713866 Qingyang District, Chengdu City, Sichuan Province Name: Jourdeness (Guangzhou) 美 Cosmetics Co., Website: http://www.jourdeness.cn Ltd. Xudong Store Address: Shop L03F002, 3F, New World Department Telephone: (86)027-51891468 Store, No. 31, Xudong Street, Hongshan District, Wuhan City

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shahu Road Store Address: Room 4/5, 1/2F, Unit 1, Building 4, Fusin Telephone: (86)027-88518283 Huiyu International City, Tuanjie Village, Wuchang District, Wuhan City (Development Land K-5) Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dongguan Shanhu Store Address: 2F, No. 89, Shanhu Road, Houjie Village, Telephone: (86)0769-85885181 Houjie Town, Dongguan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Guangzhou City Kaixuan Store Address: Room 103, No. 407, Haiyue Road, Tianhe Telephone: (86)020-86005986 District, Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Liuzhou Chungshan Store Address: 1-1, Yaoxin Building, No. 33, Yingshan Telephone: (86)0772-2866098 Street, Liuzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Ronggui Store Address: Shop No. 104, Taihui Building, No. 34, Telephone: (86)0757-28801212 Guizhou Avenue, Ronggui Weihong Residential Committee, Shunde District, Foshan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shanghai Shaanxi North Road Branch Address: No. 1751/1753, Shaanxi North Road, Putuo Telephone: (86)021-32557063 District, Shanghai City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shenzhen Baoan South Store Address: 105, 106 and 107, Xihu Building, No. 3070, Telephone: (86)0755-82119103 Baoan South Road, Guiyuan Street, Luohu District, Shenzhen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shanghai Qibao Branch Address: No. 26, Baolian Road, Area C, No. 2423, Telephone: (86)021-60740923 Qixin Road, Minhang District, Shanghai City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Yiyang Cultural Building Store Address: 1F Shop, No. 296 and 298, Haitang Road, Telephone: (86)0737-4380966 Chaoyang Office, Gaoxin District, Yiyang City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Yiyang Datao Store Address: Zidongge Complex Building, Huanbao Road, Telephone: (86)0737-4222677 Taohualun Office, Heshan District, Yiyang City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Jinpu Store Address: 2F, No. A112, Building A, Jianxingyuan, No. Telephone: (86)0771-5581505 58, Jinhu Road, Qingxiu District, Nanning City

Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Dongguan Jinyuewan Store Address: South No. 37, Dongcheng Central Road, Telephone: (86)0769-22489221 Huancui Park, District A6, Dongcheng Garden, Gangbeidongcheng Center, Dongcheng District, Dongguan City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shenzhen Nanyou Store Address: 105, Yashilijingyuan, No. 2502, Nanhai Telephone: (86)0755-26423202 Avenue, Longcheng Community, Yuehai Street, Nanshan District, Shenzhen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shenzhen Jingzhong Store Address: 22CDE, Building A, First World Square, No. Telephone: (86)0755-82955406 7002, Hongli West Road, Jinghua Community, Lianhua Road, Futian District, Shenzhen City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shanghai Biyun Road Branch Address: 2F, No. 1186, Biyun Road, Pudong New Telephone: (86)021-58200110 District, Shanghai City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Shanghai Xinjian East Road Branch Address: No. 166, Xinjian East Road, Minhang District, Telephone: (86)021-34620020 Shanghai City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Nanning Minzu Store Address: Shop No. 102-3, 1F, Building A, Xinxing Telephone: (86)0771-5857756 Building, No. 93, Minzu Avenue, Qingxiu District, Nanning City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Haiye Road Store Address: Shop 03, 1-1F, No. 3-1, Haiye Road, Tianhe Telephone: (86)020-38062849 District, Guangzhou City Name: Jourdeness (Guangzhou) Cosmetics Co., Ltd. Website: http://www.jourdeness.cn Fashion Store Address: Room 05, 2F, Building 6, No. 8, Jingwang Telephone: (86)027-83363277 Road, Jianghan Economic Development Zone, Wuhan City Name: BIO-JOURDENESS COSMETIC CO. Website ： http://jourdeness.com.my (MY) SDN. BHD.- TAIPAN OUTLET Address: UNIT 1-06,WISMA CONLAY,JALAN USJ Telephone: (6) 03-8601 4190 10/1 TAIPAN BUSINESS CENTRE, 47620 SUBANG JAYA, SELANGOR. Name: BIO-JOURDENESS COSMETIC CO. (MY) Website ： http://jourdeness.com.my SDN. BHD.- CHERAS OUTLET Address: 68-0-8, JALAN 5/101C,CHERAS Telephone: (6) 03-9130 1227 BUSINESS CENTER BT-5,JALAN CHERAS, 56100 CHERAS. Name: BIO-JOURDENESS COSMETIC CO. Website ： http://jourdeness.com.my (MY) SDN. BHD.- KEPONG OUTLET

Address: 64-1, JALAN METRO PERDANA BARAT	Telephone：(6)03	Telephone：(6)03	03-6259 6295	03-6259 6295
2,
TAMAN USAHAWAN KEPONG,KEPONG
UTARA, 52100 KUALA LUMPUR.
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- KUCHAI LAMA
OUTLET
Address: NO.43-1.(1st FLOOR) JALAN 1/116B	Telephone: (6) 03-7982 5118
KUCHAI ENTERPRENERS PARK,OFF
JALAN
KUCHAI LAMA,58200 KUALA LUMPUR.
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- KLANG OUTLET
Address: G-1,11,PORT TECH TOWER,JALAN	Telephone: (6) 03-3002 5220
TIARA
3/KU1,BANDAR BARU KLANG,
41150 KLANG, SELANGOR.
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- BUKIT RIMAU OUTLET
Address: 51, JALAN SUNGAI BURUNG	Telephone: (6) 03-5525 5118
Z32/Z,BUKIT RIMAU, 40460 SHAH
ALAM,SELANGOR.
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- SS2 OUTLET
Address: 38, JALAN SS 2/75, 47300 PETALING	Telephone: (6) 03-7875 6228
JAYA,SELANGOR.
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- PUCHONG OUTLET
Address: BLK I-07-1, SETIAWALK,PERSIARAN	Telephone: (6) 03-5879 0158
WAWASAN,PUSAT BANDAR PUCHONG,
47100 PUCHONG, SELANGOR.
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- IPOH OUTLET
Address: 37, JALAN DATOH, 30000 IPOH, PERAK	Telephone: (6)05-2558113
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- BUTTERWORTH
OUTLET
Address: NO.30, 1st &2nd FLOOR, BUTTERWORTH	Telephone: (6) 04-333 1225
BUSINESS CITY CENTRE, JALAN RAJA
UDA,
12300 BUTTERWORTH, PULAU PENANG.
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- QUEENSBAY OUTLET
Address: 43-1, 43-2, PERSIARAN BAYAN	Telephone: (6) 04-6458 229
INDAH,BAYAN BAY, 11900 BAYAN
LEPAS, PENANG.
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- PENANG OUTLET
Address：172, Jalan Kelawai, 10250 Penang.	Telephone: (6) 04-229 4292
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- PELANGI OUTLET

Address: 46, JALAN KUNING, TAMAN PELANGI, Telephone: (6) 07-333 1223 80400 J.B.

Address: 46, JALAN KUNING, TAMAN PELANGI, 80400 J.B.	Telephone: (6) 07-333 1223
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- NUSA BESTAR OUTLET
Address: 93, JALAN BESTARI 1/5, TAMAN NUSA	Telephone: (6) 07-512 6223
BESTARI, 81300 SKUDAI, J.B.
Name: BIO-JOURDENESS COSMETIC CO.	Website：http://jourdeness.com.my
(MY) SDN. BHD.- JOHOR JAYA OUTLET
Address: 25, JALAN DEDAP 8, TAMAN JOHOR	Telephone: (6) 07-359 1223
JAYA, 81100 J.B.
Name: BIO-JOURDENESS COSMETIC CO.	Website: http://jourdeness.com.my
(MY) SDN. BHD.- BUKIT MERTAJAM
OUTLET
Address: NO.25(2F), JALAN ICON CITY, ICON	Telephone：(6) 04-502 0357
CITY, 14000 BUKIT MERTAJAM,
PENANG.

III. Name, address, website and telephone number of the stock transfer institution
Name ： Registrar Department of Bank Sinopac
Address ： No. 17-3, Bo’ai Rd., Taipei City

Website: http ： //www.sinotrade.com.tw/

Telephone: (02)2381-6288

IV. The name of the visa accountant, the name of the firm, the address, the website address and the telephone number of the most recent financial report:
Name of the certified public accountant ： Cheng-Chun Chiu, Tzu-Jung Kuo
Name of the accounting firm: Deloitte Taiwan
Address ： 20F., No. 100, Songren Rd., Xinyi Dist., Taipei City
Website ： http ： //www.deloitte.com.tw/
Telephone ： (02) 2725-9988
V. The name of the trading place where the overseas securities are listed for trading and the way to inquire about the overseas securities information: None
VI. Website ： http ： //www.jourdeness.com/
VII. Litigation and non-litigation agents in the Republic of China

Name ： Chia-Chi Chen

E-mial ： [email protected]

Position: General manager of JOURDENESS GROUP LIMITED Telephone ： (886)4-22922999

VIII. List of Board of Directors

Title	Name	Nationality	Key educational and professional experiences
Chairman	Cheng-Hsiung Chen	Republic of China	Chairman of JOURDENESS GROUP LIMITED Chairman of Bio-Jourdeness International Group Co., Ltd. Chairman-cum-general manager of Jourdeness (Guangzhou) Cosmetics Co., Ltd. and Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.
Director	Cheng-Tzu Chen	Republic of China	104 Masters of Cultural and Creative Design, School of Management, Feng Chia University Director of Bio-Jourdeness International Group Co., Ltd. Supervisor of Jourdeness (Guangzhou) Cosmetics Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.Name：Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.
Director	Chia-Chi Chen	Republic of China	EMBA, National Chung Hsing University Japanese Language School, Ehle Institute, Osaka, Japan General Manager of JOURDENESS GROUP LIMITED General Manager of Bio-Jourdeness International Group Co., Ltd Director of BIO-JOURDENESS COSMETIC CO. (MY) SDN. BHD. National Association of Holistic Aromatherapy (NAHA) and The International Federation of Aroma therapists (IFA) Licenses
Director	I-Min Chen	Republic of China	Department of Management, Faculty of Economics, Sophia University, Japan. President of Saito Trading Co., Ltd
Director	Yu-Cheng Shen	Republic of China	Tokyo School of Law and Economics Chairman of MAN-LIGHT ENTERPRISE CO., LTD.
Director	Wei-Kuo Chen	Republic of China	Overseas Chinese University Manager of OCBC Bank Supervisor of Bio-Jourdeness International Group Co., Ltd. Chief financial officer of Bio-Jourdeness International Group Co., Ltd.
Independent director	Tie-In Jin	Republic of China	Ph.D in Finance, Deakin University, Australia Associate professor of Takming University of Science and Technology Specially appointed associate professor of the Department of Finance, Chaoyang University

			of Technology
Independent director	Ming-Fu Wang	Republic of China	Ph.D. in Health Science, Graduate School of Medical Sciences, Tokushima University. Chancellor and dean of Yuanpei University of Medical Technology Dean of student affairs, department Chairman, and head of R &D of Providence University Director of the International R&D Center for Aging Industry Distinguished professor, Department of Cosmetic Science, Providence University Distinguished Professor, Department of Food and Nutrition, Providence University Advisory, University Affairs of Providence University Corporate representative for director of PhytoHealth Corporation
Independent director	Yi-Min Shun	Republic of China	EMBA, NTU-Fudan Program Masters, Logistic and Technology Management, Continuing Education Credit Course, Tunghai University Department of Electronic Engineering, Nan Kai University of Technology Senior vice general manager of Ofuna Technology Co., Ltd. Corporate representative for director of Ofuna Technology Co., Ltd.

JOURDENESS GROUP LIMITED

Annual Report Contents

	Annual Report Contents	Annual Report Contents
I.	REPORT TO THE SHAREHOLDERS
	I.	BUSINESS RESULTS FOR 2019 ..................................................................................... 1
	II.	SUMMARY OF THE BUSINESS PLAN FOR 2020 ........................................................ 4
	III.	STRATEGY FOR THE COMPANY’S FUTURE DEVELOPMENT ............................... 5
	IV.	EFFECT OF EXTERNAL COMPETITIVE ENVIRONMENT, LEGAL AND
		REGULATORY ENVIRONMENT AND OVERALL BUSINESS ENVIRONMENT .... 6
II.	COMPANY PROFILE
	I.	ESTABLISHED DATE ...................................................................................................... 9
	II.	HISTORY OF THE COMPANY AND THE GROUP ....................................................... 9
	III.	CORPORATE STRUCTURE ........................................................................................... 11
	IV.	RISK ITEMS ..................................................................................................................... 11
III.	CORPORATE GOVERNANCE REPORT
	I.	ORGANIZATIONAL SYSTEM ...................................................................................... 12
	II.	INFORMATION OF DIRECTORS, SUPERVISORS, GENERAL MANAGERS,
		DEPUTY GENERAL MANAGERS, ASSISTANT GENERAL MANAGERS, AND
		MANAGERS OF EACH DEPARTMENT AND BRANCH OFFICES ............................. 14
	III.	REMUNERATION TO DIRECTORS, SUPERVISORS, GENERAL MANAGERS, AND
		DEPUTY GENERAL MANAGERS OF THE MOST RECENT FISCAL YEAR ............ 25
	IV.	GOVERNANCE AND OPERATION OF THE COMPANY .......................................... 30
	V.	PROFESSIONAL FEES OF THE CERTIFIED PUBLIC ACCOUNTANT ................... 63
	VI.	CHANGING CPA’S INFORMATION ............................................................................. 64
	VII. DIRECTORS, GENERAL MANAGER, MANAGERS RESPONSIBLE FOR FINANCE
		OR ACCOUNTING MATTERS, IF THEY HAVE WORKED AT A CPA FIRM OR
		RELATED COMPANIES IN THE RECENT ONE YEAR ............................................. 64
	VIII. IN RECENT YEAR AND UNTIL THE DATE OF PUBLICATION, DIRECTORS,
		SUPERVISORS, MANAGERS, AND SHAREHOLDERS WITH MORE THAN 10%
		SHARE EQUITY TRANSFERRED AND CHANGES IN PLEDGE OF STOCK
		RIGHTS ............................................................................................................................ 64
	IX.	SHAREHOLDERS IN THE TOP TEN SHAREHOLDING RATIO, RELATIONSHIP
		INFORMATION FOR THOSE WHO ARE RELATED TO EACH OTHER OR ARE
		SPOUSES, OR RELATIVE WITHIN 2ND DEGREE OF KINSHIP ............................. 66
	X.	THE COMPANY, THE COMPANY’S DIRECTORS, SUPERVISORS, MANAGERS
		AND BUSINESSES IN DIRECT OR INDIRECT CONTROL BY THE COMPANY,
		THEIR NUMBER OF SHARES OF THE REINVESTED BUSINESSES, AND THE
		CONSOLIDATED CALCULATION OF THE COMPREHENSIVE SHAREHOLDING
		RATIO .............................................................................................................................. 67

IV. CAPITAL OVERVIEW

	I.	CAPITAL AND DIVIDEND ............................................................................................ 68
	II.	STATUS OF CORPORATE BONDS ............................................................................... 74
	III.	PREFERRED SHARES ................................................................................................... 75
	IV.	ISSUANCE OF OVERSEAS DEPOSITARY SHARES ................................................. 75
	V.	STATUS OF EMPLOYEE STOCK OPTION PLAN ...................................................... 75
	VI.	STATUS OF NEW RESTRICTED EMPLOYEE SHARES ............................................ 76
	VII.	STATUS OF NEW SHARE ISSUANCE IN CONNECTION WITH MERGERS AND
		ACQUISITIONS .............................................................................................................. 81
	VIII.	EXECUTION STATUS FOR CAPITAL UTILIZATION PLAN .................................... 82
V.	BUSINESS OPERATIONS
	I.	BUSINESS SCOPE .......................................................................................................... 84
	II.	STATE OF MARKET AND PRODUCTION AND SALES .......................................... 107
	III.	EMPLOYEES INFORMATION FOR THE RECENT TWO YEAR AND UP TO DATE
		OF PUBLICATION OF ANNUAL REPORT ................................................................. 117
	IV.	INFORMATION FOR ENVIRONMENTAL MANAGEMENT EXPENSES ............... 118
	V.	LABOR RELATIONS ..................................................................................................... 119
	VI.	IMPORTANT CONTRACTS ......................................................................................... 120
VI.	FINANCIAL STATUS
	I.	CONDENSED FINANCIAL DATA OF THE RECENT FIVE YEARS ....................... 122
	II.	FINANCIAL ANALYSIS OF RECENT FIVE YEARS ................................................ 124
	III.	AUDIT COMMITTEE REPORT FOR FINANCIAL REPORT OF RECENT YEAR . 128
	IV.	FINANCIAL REPORT OF THE RECENT YEAR: PLEASE REFER TO
		ATTACHMENT 1 OF THE 2018 CONSOLIDATED FINANCIAL REPORT ............. 129
	V.	PARENT COMPANY ONLY FINANCIAL REPORT OF THE RECENT YEAR THAT
		IS AUDITED BY AN INDEPENDENT AUDITOR: NOT APPLICABLE .................. 129
	VI.	IN THE RECENT YEAR AND UNTIL THE PUBLICATION DATE OF THE ANNUAL
		REPORT, THE COMPANY AND OTHER AFFILIATED COMPANIES HAVE
		DIFFICULTIES IN FINANCIAL TURNOVER, SHOULD CLEARLY STATE ITS
		INFLUENCE TO THE COMPANY’S FINANCIAL SITUATION .............................. 129
VII.	REVIEW AND ANALYSIS, AND RISKS MATTERS OF THE FINANCIAL STATUS
	AND	FINANCIAL PERFORMANCE
	I.	FINANCIAL STATUS ................................................................................................... 130
	II.	FINANCIAL PERFORMANCE .................................................................................... 130
	III.	CASH FLOW ................................................................................................................. 132
	IV.	INFLUENCE OF MAJOR INVESTMENTS EXPENDITURES TO FINANCE AND
		BUSINESSES IN RECENT YEAR ............................................................................... 132
	V.	POLICY FOR RE-INVESTMENT IN RECENT YEARS IS THE MAIN REASON FOR
		ITS PROFIT OR LOSS, IMPROVEMENT PLAN AND INVESTMENT PLAN FOR
		THE COMING ONE YEAR .......................................................................................... 133

VI. RISKS ANALYSIS AND ASSESSMENT FOR RECENT YEAR AND UNTIL THE PUBLICATION DATE OF THE ANNUAL REPORT .................................................. 134 VII. OTHER REMARKS ...................................................................................................... 139 VIII. MATTERS OF SPECIAL NOTE

I.	JOURDENESS AFFILIATES ........................................................................................ 140
II.	PRIVATE PLACEMENT SECURITIES IN THE MOST RECENT FISCAL YEAR AND
	UNTIL THE PUBLICATION DATE OF THIS ANNUAL REPORT ............................ 143
III.	STATUS OF THE COMPANY’S SHARES ACQUIRED, DISPOSED OF OR HELD BY
	THE SUBSIDIARIES IN THE MOST RECENT FISCAL YEAR AND UNTIL THE
	PUBLICATION DATE OF THIS ANNUAL REPORT ................................................. 143
IV.	OTHER NECESSARY SUPPLEMENT ........................................................................ 143
V.	MATTERS THAT HAVE MATERIAL IMPACT ON SHAREHOLDERS' EQUITY OR
	SECURITIES PRICES, AS SET FORTH IN SUBPARAGRAPH 2, PARAGRAPH 3,
	ARTICLE 36 OF THE SECURITIES AND EXCHANGE ACT, DURING THE MOST
	RECENT YEAR AND AS OF THE DATE OF PUBLICATION OF THE ANNUAL
	REPORT ......................................................................................................................... 143
VI.	NOTE ON ANY MATERIAL DIFFERENCES FROM THE RULES OF THE ROC
	CONCERNING THE PROTECTION OF SHAREHOLDER EQUITY ....................... 144

I. REPORT TO THE SHAREHOLDERS

Dear Shareholders,

Below is the business result for 2019 and business plan for 2020 of the JOURDENESS GROUP LIMITED (hereinafter referred as the Group):

I. Business Results for 2019

(I) Implementation overview

The Group mainly engages in the research and development, production, and sale of facial and body care products and packages. The Group owns about 640 direct chain and franchise stores in Taiwan, China, and Malaysia, with over 270,000 members.In 2018, the Group began cross-industry collaboration with aesthetic medicine to expand the ecosystem of beauty, and such collaboration has contributed to the Group’s revenue since 2019.Insisting on providing the best quality and services, the Group provides a complete and rigorous educational training program, establishes training centers in every region, sets strict requirement on both soft and hardware facilities, and ensures every training operation is completed with precision.The Group has used the customer management system to keep track of the spending information of its members, provide customized services and products, and achieve precision marketing and dedicated services.

The Group has set up R&D bases in Taiwan and Guangzhou factories to put in place new materials development, formula development, process technology research, skin quality testing, patent research and other departments. From new raw material development, raw material inspection, product research and development to production, QC and packaging, we depend on ourselves, all because of the highest quality care products to customers.

(II) Business plan implementation results

Unit: NT$ in thousand

Item	Year 2019	Year 2018	Changes amount
Operating income	3,252,265	3,108,496	143,769
Operating cost	(760,502)	(721,270)	(39,232)
Operating margin	2,491,763	2,387,226	104,537
Operating expense	(1,799,723)	(1,686,535)	(113,188)
Operating interest	692,040	700,691	(8,651)
Non-operating income (expenditure)	(41,156)	20,070	(61,226)
Before-tax net profit (net loss)	650,884	720,761	(69,877)
Income tax expense	(180,418)	(193,236)	12,818
Net profit for the current period (net loss)	470,466	527,525	(57,059)

Net profit (loss) attributed to:
Owners of the parent	470,466	527,525	(57,059)
Joint control of predecessor equity	-	-
	470,466	527,525	(57,059)

The Group’s total revenue for 2018 is NT$3.108 billion, with a 5% in growth from 2017. After the completion of the phased task of the integration strategy that transfer the Group's franchised stores to direct-sales stores, in 2019, the Group mainly committed to improving the operating efficiency of the direct-sales stores. Taking product sales and improving service quality as the main axis, to increase the product gross margin through the sales of high-margin products, and to expand the breadth and depth of services by cooperating with aesthetic medicine clinics. Although the expenditure on management, marketing and research will be increased in response to the operating needs, the Group will still focus on continuously improving the performance growth and the benefit of the Group within the scope of reasonable control. In 2019, the Group's net profit for the current period was NT$470,466 thousand, which was NT$57,059 thousand less than NT$ 527,525 thousand in 2018. Based on the weighted average number of shares outstanding in 2019, the after-tax EPS is NT$8.05.

(III) Status of Budget Execution

In the 2018, there was no public financial forecast, so there was no budget.

(IV) Financial Transaction and Profitability Analysis

The Group’s continuous hot sales products in 2019, such as BA-5 Skin Series and Platinum Intensive Series, were very popular among members, and the simultaneous launch and sales in mainland China have responded well, driving the sales growth of beauty and body care products in 2019. In addition, the Group's collaboration with aesthetic medicine clinics in Mainland China in 2019 has provided members with advanced skin management options, created a win-win business model for members and the Companies, and the new double-beauty business model has also achieved good results. In 2018, we continued to organize the operation of the stores in the mainland, and blended courses to promote the members' to return to the store for practice course, which led to the significant growth of the group's beauty and body service income. Thanks to effective management of the expenses, the operating expenses such as rent and salary of direct stores were higher than the same period of last year, but they are still under the control of operational management. They are expected to continue to maintain the growth of the Group's performance in the future.

The Group continues to develop new products and packages, and pays close attention to the development trend of the beauty industry, looking into the best sales plan for planning facial and body care packages and products while steadily moving towards the provision of sophisticated and high quality services. To reward the shareholders for their long-term support, we aspire to increase sales and effectively lower costs and expenses to gain higher profits.

(V) Research and development status

The Group's technology sources are mainly self-development and academic cooperation. The R&D center is responsible for new material development, formulation development, process technology research and patent research etc. The core value of the Group’s products lies in the professional formula research and development. We provide exclusive skincare products to our members that are carefully tailored for different skin types. The R&D center of the Group pays close attention to the overall development trend of the facial and body care industry, therefore we continue to develop advanced and innovative products and packages. In 2017, we applied for trademark registration of the anti-pollution component, Exotic PHT, in the Republic of China, while in 2018, through our independent research and development we produced the all-purpose anti-aging whitening ingredient, Carita JD, and applied for trademarks in People’s Republic of China, Republic of China, and Malaysia. Furthermore, we applied multiple patents for Caritas JD, establishing a solid foundation for our R&D. In 2018, new products were launched using the all-purpose anti-aging whitening ingredient Carita JD. , are internationally recognized products that received a silver award at the International Trade Fair Ideas - Inventions in Nuremberg, Germany; a gold award and a special award at the International Exhibition of Inventions Geneva in Switzerland; and a bronze award from the National Biomedical Product Quality in Taiwan.

The R&D center is not limited to independent technology, but also looks into deeper academic scientific research. In 2016, it developed high-performance plant extract patent raw materials together with Japan Technoble Co., Ltd. and Pharmaceutical Research Institute of Japan Kindai University; in 2018, it signed a memorandum of cooperation with Providence University in the hope of implementing innovative R&D prowess at the application level through industry-university cooperation, and creating related products and services that meet the needs. In 2019, it signed a membership agreement with the International Industry and Culture Alliance of National Chung Hsing University. Through the multi-faceted cooperation with the Group, we will jointly develop new technologies in the beauty industry, expand wider international presence and lead the development of the beauty industry.

Develoment outcome of new products from 2018 to 2019 until the publication date of this annual report:

Year	List of new products developed
2019
	Tea Tree Oil, BA-5 Muscle Firming Diamond Powder Mask, Super Firm V-Face
	Cream (Upgraded Version), BA-5 Intensive Anti-aging Liquid, Relax Essential
	Oil Series, Obsidian Aurora Mask, Obsidian Bounty Moist Essence Capsule,
	Make-up (Pixie-kiss Hydrating Lip Balm, Radiant Hydrating Lip Gloss),
	Protective series (Herbal Mosquito Repellent Spray, Anti-virus Wet Wipes),
	Hand Cream Series (Iris Flower Moisturizing Hand Cream, Lavender Soothing
	Hand Cream, Cherry Leaf Brighten Hand Cream, Dragon Blood Essential Oil
	Beauty Hand Cream, Green Tea Extract (Polyphenol) Hand Cream), Dragon
	Blood’s Series products (Dragon Blood Essential Oil Beauty Handmade Soap,
	Dragon Blood Beauty Cleansing Oil), Dragon Blood Beauty Cleansing Mousse,
	Dragon Blood Beauty Lotion, Dragon Blood Firming Repair Mask, Dragon

Blood Wake Up Essential Oil Rolling Ball, Dragon Blood Gromwell All-purpose Cream), Plant Care Products (Rose, Iris Moisturizing Lip Balm, Iris Flower Balm, Orange Blossom Balm, Lavender Balm, Lavender Soothing Lip Balm, Cherry Blossom Leaf Balm, Cherry Leaf Brightening Lip Balm, Green Tea Polyphenol Balm, Green Tea Polyphenol lip balm, tea tree oil control lotion, tea tree K acne essence), Rose Crystal Cleansing Mousse, Extra-hydrating Brightening Series (Extra-hydrating Brightening Lotion, Extra-hydrating Brightening Crystal Ball Essence, Extra-hydrating Brightening Emulsion, Extrahydrating Brightening Day Cream, Extra-hydrating Brightening Night Cream

Platinum Intensive Whitening Mask, Sakura Snow Series- Sakura Snow Tranexamic Acid Whitening Toner, Sakura Snow Tranexamic Acid Whitening Serum, Sakura Snow Tranexamic Acid Whitening Lotion, Sakura Snow 2020 Tranexamic Acid Whitening Mask, Crystal Radiance Whitening Lotion, Eucalyptus Aromatherapy Specialist, Geranium Aromatherapy Specialist, Palmarosa Aromatherapy Specialist

II. Summary of the Business Plan for 2020

(I) Business philosophy

In order to expand the revenue growth momentum, the main operating guideline for 2020 is " vertically cultivate within the industry and horizontally expand outside the industry". The business direction is as follows:

Vertically cultivate within the industry: Integrate the upstream industry chain of beauty products, from the R&D of raw material patents, production process, and OEM manufacturing, to the introduction of downstream sales channels including stores, franchise, and e-commerce. Coupled with the launch of new series such as maternal and baby products and health supplements, to drive the performance improvement by vertical operation and diversified product lines.
Horizontally expand outside the industry: The Group has been cultivating life aesthetics for more than 30 years. After the beauty SPA and beauty products have matured and stabilized, we have stepped into aesthetic medicine, and have upgraded the definition of beauty again through light medical treatment without surgery, and with small wounds, and fast recovery. Next, we will combine the immediate effective light asethetic medicine, and the daily cosmetology which lock up the youth, to work together to create a new territory of business operation.
Build up the beauty ecosystem: In addition to direct sales and franchise stores, the Group has actively diversified its layout, continued to strengthen the integration of bio beauty and aesthetic medicine, health supplements, and top anti-aging new products. Starting with "beauty", build up the whitening and anti-aging products and technology development, and in-depth grasp of member consumption data through the customer management system to provide personalized services and products, so as to achieve the accurate marketing and exclusive services.
Further improve the E-commerce revenue: Although the physical channels are impacted by the pandemic of COVID-19, the e-Commerce of BIO-JOURDENESS has sprung up under the layout for many years. Each store promotes products through

social media platforms and calls to contact customers, plus the live broadcast of beauty courses to help members buy daily necessary beauty care products online. The introduction of physical members into online platforms has made e-commerce revenues outstanding.

Maximize the economic benefits of members: Stimulate potential customers to join the membership experience through online communities, Facebook, store promotions, and linkage with current events. Induce old members to bring in new members to achieve a win-win situation, and stimulate sales growth by increasing the number of members returning to the store and single consumption amount, and diversifying marketing activities.
Non-stop release of new products: Increase R&D talents and provide solid R&D training, widen and deepen R&D to strengthen its capacity, build up capacity in the the global market through the participation in international invention awards, and develop patentable products that have market competitivity.
(II) Projected sales amount and supporting data
The Company has not disclosed the data of sales volume of the financial forecast for 2020.
(III) Key production and sales policies
Production policy: based on the actual sales data and stock situation, projected sales of every sales channel, as well as the cooperation between R&D department’s new product development plan and progress with each season’s marketing promotion plans to determine the most efficient production procedure.
Sales policy: Based on SPA course pairing with product sales model to provide members with a holistic beauty service. In addition, through e-commerce, expansion of direct chain and franchise stores, POYA’s central store, regional agent, and so on, to increase the channels for product sales.

III. Strategy for The Company’S Future Development

Looking into the future, the Group aims to sustain a stable growth in business operation through a thoroughly established beauty market in both China and Taiwan, the improvement in the operational performance of direct chain stores, and the deepening of our root in the beauty industry to establish multiple channels for business. These efforts generate new energy to achieve long-term growth for the Group. In this respect, the Group will continue to broaden its franchise and regional agency, increase profit from direct chain stores, and expand into the foreign market through international authorized agents to broaden the market share of our products and enhance brand awareness, thus realizing the goal of deepening our root in Taiwan and embarking into the global market.

IV. Effect of External Competitive Environment, Legal and Regulatory Environment And Overall Business Environment

(I) The impact of external competition and overall management environment

The global pandemic of COVID-19 broke out at the end of 2019, has caused unprecedented social, commercial and economic losses to the world. The lock-down measures have made the disaster area an isolated island, while it cannot prevent the disease from spreading to other countries. It caused the unimpeded movement of goods and people under globalization to a standstill. This unexpected disaster caused significant losses to the worldwide societies and economies. Right now, the economic growth of all countries in the world is seriously hurt, the supply chain of manufacturing industry is skating on the ice, and the unemployment rate has repeatedly reached new highs. The global economic growth in 2020 is bound to be worrying. The impact of COVID-19 has continued to this day. There have been many "hundred-year wonders" in the past few months. The panic index has soared, the oil price has fallen to a negative value, the Dow Jones index has plummeted and curbed several times, the unemployment rate in the United States continues to rise, the prosperity of Europe is not optimistic, the global economic recession, various indicators continue to decline, and all economists' forecast on the prospects are unprecedentedly miserable. The COVID-19 pandemic is raging around the world, and major research institutions have adjusted their forecasts of the economic and industrial trend which were announced earlier this year. Deloitte Global also further predicts that global GDP in the second quarter of 2020 will be lower than the first quarter, and the first quarter is expected to rebound in the fourth quarter of 2020.

In China, the Covid-19 pandemic has hit the export-oriented enterprises. When global business and logistics are closed, China's international trade industry will inevitably become a severely affected area. The most serious is that the areas most affected by the pandemic, such as Europe and the United States, happen to be China's main trading partners. According to statistics from the General Administration of Customs of China, the EU, the United States and ASEAN are the top three trading partners of China in 2019 respectively. Among them, the EU countries with the largest exports are Germany and the Netherlands, and the country with fastest growth rate is the United Kingdom. A quarter of Chinese companies has reported shrinking market demand and reduced orders, and there even followed a series of chain reactions such as tight cash flow, obstructed freight, difficult customs clearance, reduced supply chain efficiency, increased costs, and customer lost. However, according to data from the General Administration of Customs of China, in USD terms, exports in April 2020 grew by 3.5% annually, which was the highest growth rate since 2020 and well above the market’s expected annual decline of 15.7%. The trade surplus in April was US$45.34 billion, which was higher than the market expectation of US$6.35 billion. As of the first four months of 2020, exports decreased by 9% annually, imports fell by 5.9%, and the trade surplus was US$58.23 billion, an annual decrease of 32.6%. The surprisingly positive growth of export is mainly benefit from the impact of China's accelerated pace of resuming production, the early backlog of foreign trade orders, and the export of medical materials. The signs of recovery are exciting.

In Taiwan, the Directorate-General of Budget, Accounting and Statistics released its GDP estimate at the end of April 2020. Due to the sharp decline in foreign tourists visiting Taiwan and the first negative growth of private consumption since the 1998 financial

tsunami, the economic growth rate in the first quarter fell to its lowest level in the nearest four years, only 1.54%, which shows that the domestic economy has slowed significantly. Due to the epidemic, although the 16.5% growth in online shopping in the first quarter has been the best ever, and video game consumption has also increased, the consumption in accommodation, catering services, and mass transportation have all declined sharply. Coupled with the plumbed foreign consumption, the private consumption fell by 0.97%, which was the first recession since the financial tsunami. Taiwan’s economy grew by 1.54% in the first quarter of 2020. Although this performance did not meet expectations, it still performed better than the US 0.3% ( with seasonal growth rate -4.8%), South Korea 1.3%, Singapore -2.2%, and Mainland China -6.8%.

The Group is the Asian region’s largest facial and body care services direct chain industry and the leader in the Taiwanese market. Though the facial and body care services direct chain industry is highly competitive, however, through our proactive and flexible strategies, investment in R&D to launch new and improved products and packages, and improvement in customer satisfaction through strengthening member services, we will become the benchmark of this industry. As for the Chinese market, through improving the management of direct chain stores, beauticians training, and providing diverse and novel products and packages to increase more active members. Increasing members frequenting our stores and product sales are the key to the Group’s competiveness in the Chinese beauty market.

(II) Impact of the Regulatory Environment

The Group’s second tier subsidiary Jourdeness (Guangzhou) Cosmetics Co., Ltd., as a production and manufacturing company needs to receive “Production License of Industrial Products” issued by the General Administration of Quality Supervision of the Inspection and Quarantine of the People’s Republic of China, and “Hygiene Approval Certificate” for cosmetic manufacturing from the local level Food and Drug Administration. Furthermore, it has to meet the requirements of the “Regulations Concerning the Hygiene Supervision Over Cosmetics” by the Ministry of Health of the People’s Republic of China. When producing special purposed cosmetic products, it must receive registered document of approval from the administrative department of the Ministry of Health before starting production.

The second tier subsidiary of the Group, Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd., is involved in franchise licensing and management in which it must obey various laws and regulations such as the “Regulation on the Administration of Commercial Franchises” in order to proceed with franchising affairs.

The Group’s subsidiary in Taiwan, Bio-Jourdeness International Group Co., Ltd., currently owns factory that received ISO22716 certification from the EU. Recurring food safety issues in Taiwan in recent years has urged the Taiwan Food and Drug Administration to amend the law related to food and drug management. On April 10, 2018 the bill was passed at the Legislative Yuan for The Cosmetic Hygiene and Safety Act, bridging domestic cosmetic management with the world. With better consistency among regulations and laws and the reduction of legal barriers that cosmetic industry has to encounter when

entering the international market, this will help the cosmetic industry in Taiwan to leap and become more competitive internationally. In the future all cosmetic production sites shall have to comply with the measures of the Good Manufacturing Practice (GMP). There shall be a buffer period of 5 years after the passing of the Act (May 2018~April 2023). In response to that the Group is actively cooperating with government regulations to complete the building of a GMP-standard factory within 5 years.

The Group strictly requires subsidiary to comply with the Cosmetic Hygiene and Safety Act and any laws and regulations related to the industries the Group is involved in. Furthermore, we pay close attention to any regulatory changes and development trend domestically and internationally so as to be in full control of the changing market environment and adopt responding strategies timely to reduce the impact incurred from domestic and foreign legal and regulatory changes on the company’s finance. Up to this date, the Company’s financial and business affairs have not yet been affected by any changes in the legal and regulatory environment.

Best regards to every shareholder

Wish you best health and good fortune!

Chairman

II. COMPANY PROFILE

I. Established date

2010/06/21

II. History of the company and the group

story of	the company and thegroup
Year	Important Information
1996	Established Bio-Jourdeness International GroupCo., Ltd. in TaichungCity
	Set out for the People’s Republic of China to open direct chain stores.
1999	Started selling products to Malaysia.
2000	Established Jourdeness International Cosmetics factoryin Dajia, Taichung.
2001	Jourdeness Internationalwas selected as a model enterprise for small-medium enterprises.
2003	Established Jourdeness (Guangzhou) Cosmetics Co.,Ltd.
2005	Established the first R&D center in the People’s Republic of China.
	Designated beauty institution for the Miss Model of the World, Miss Tourism International, and the TVS New Silk Road Model competitions.
2006	Received Strong Brand Award from the China Cosmetics Industry (beauty salon category).
	Received the title of “Consumers’ Most Trusted Brand.”
	Mr. Cheng-Hsiung Chen received the grand award for “Most Influential Person of the Year”from the China Cosmetics Industry.
2007	Received the title of “Top Ten Quality Cosmetics Brand Consumers are Most Relied Upon.”
2008	Certified by ISO9001 and received the annual grand award for “Top Ten Outstanding Brand Enterprises”from the China Cosmetics Industry.
	JCF Jourdeness Ceratide Efficiency Essence received SNQ National Quality Mark.
2009	Received the “Annual Best Performance Brand” award (beauty salon category) from China Cosmetics Industry for 3 years consecutively.
2010	Established Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.
	Established JOURDENESS GROUP LIMITED in Cayman Islands.
2011	Received the title of “Nationwide Product Quality Consumers’ Most Satisfied Brand.”
	Received the title of “Guangzhou Province Most Influential Chain Institution of the Beauty and Cosmetics Industry.”
	Received silver award from the Taiwan TrainQuali System.
2012	Received the title of “Guangzhou Province Most Influential Enterprise of the Beauty and Cosmetics Industry.”
2013	Received the title of “Guangzhou Province Excellent Franchise Headquarters.”
	Received Taiwan’s GSP Excellent Store Mark.
2014	Received the Golden Peak Award for “Top Ten Outstanding International Corporations.”
	Received the titles of “Consumers’ Most Trusted Brand” and “Most Satisfactory Product Quality Brand by Consumers.”
	Received the title of “Guangzhou Province Contract-Abiding and Credit-Worthy Enterprise”for 7 years consecutively.
	Received silverawardfromtheTaiwan TrainQualiSystem.
2015	Received the Golden Torch Award for “Outstanding Enterprise and Product” from theRepublic ofChina’s OutstandingEnterpriseManager Association.
	Republic of China Fine Manufacturer Association, Gold award.

Year	Important Information
2016	The National BrandYushan Award–Outstanding Corporate award
	TTQS Talent Development and Quality Management System–Gold award
	Established subsidiaryin Malaysia.
2017	Light SPA model introduced to the POYA channel.
	“Consumers’Satisfaction”Gold award.
	The National Brand Yushan Award–Outstanding Corporate award
2018	Signed meomorandum of understanding with Providence University for industrial- academic collaboration.
	Second flagship store opened in Taiwan.
	Together with Japanese skincare ingredient manufacturing company, Technoble, and Kinkai University, unveiled the newly developed anti-aging solution, BA-5.
	Platinum Intensive Whitening Dark Spot Eraser received SNS National Quality Mark and National Biotechnology and Medical Care Quality Award. Received silver award from the International Trade Fair Ideas – Inventions (IENA) Nuremberg, Germany.
	Received silver award from the International Trade Fair Ideas – Inventions (IENA) Nuremberg, Germany.
	Received Outstanding Quality award and Consumer Satisfaction gold award in Taiwan.
	China Beauty Expo’s Chinese Beauty Industry, Champion for the Beauty Salon category.
2019	Received “Chinese Entrepreneur of 2019” Grand award from the Taiwan Best ManufacturerCommittee.
	Received“19th Outstanding Corporate and leader”Gold Peak award.
	Received titles such as “China’s Beauty and Cosmetics Industry’s Most Popular Brand of 2018,” “Outstanding Innovative Corporation,” “Most Competitive Corporation,” and “Generous Corporation” from the Guangzhou Beauty Association.
	Received gold and special award from the 47th International Exhibition of Inventions Geneva.
	Received“The YueRong Award"at the 24th China Beauty Expo.
	Received the “Symbol of National Quality”_ Platinum Intensive Whitening Dark SpotEraser
	Received “National Biotechnology and Medical Care Quality Bronze Award”_ Platinum Intensive Whitening Dark Spot Eraser
	Won the“Symbol of National Quality”_ BA-5 Intensive Anti-aging Cream
	Won the “2020 Taiwan Excellence Award”_ Platinum Intensive Whitening Dark Spot Eraser
2020	Established sub subsidiary, Jourdenwell Biomedical Co., Ltd.

III. CORPORATE STRUCTURE

==> picture [494 x 327] intentionally omitted <==

----- Start of picture text -----

JOURDENESS
JOURDENESS GROUP LIMITED
GROUP LIMITED
(CAYMAN)
Taiwan Branch
100% 100% 100% 100%
Jourdeness Development Bio-Jourdeness Bio-Jourdeness
Success United Limited
Limited International Group Cosmetic Co. (MY) Sdn.
(SAMOA)
(HK) Co., Ltd. (TW) Bhd. (MY)
100%
100% 100%
Jourdeness (Guangzhou)
Jourdeness (Guangzhou) Jourdenwell Biomedical
Cosmetology Enterprise
Cosmetics Co., Ltd Co., Ltd.
Management Co., Ltd.
(CHINA) (Jourdenwell Biomedical)
(CHINA)
----- End of picture text -----

IV. Risk Items

Please refer to section seven of this report for risk evaluation and other important matters.

III. CORPORATE GOVERNANCE REPORT

I. Organizational System

Organizational structure

==> picture [471 x 255] intentionally omitted <==

----- Start of picture text -----

Shareholders
General Meeting
Remuneration
Board of Directors Audit Committee
Committee
Auditorial
General Manager of room
the Group
Finance Administrative Taiwan China branch Malaysia branch
department department branch department department
----- End of picture text -----

Business functions of each major department

Department	Business functions
Board of Directors	Formulation of strategies and objectives for the business operation of the Group.
General Manager of the Group	1. Report to the Board of Directors and Shareholders General Meeting regarding the status of business operation and development plan, as well as execute the resolutions by the Board of Directors. 2. Ensure and execute the Group’s operational goal and future development. 3. Plan and achieve the company’s key operational policies and sales plan
Audit Committee	1. Establish, amend, and assess the internal control system. 2. Establish or amend the handling of acquisition or disposal of assets, financial derivatives transaction, loan to others, and the endorsement or guarantee of major financial affairs for others. 3. Major matters as specified by other companies or management authorities.
Remuneration Committee	1. Establish and review the policy, system, standard, and structure regarding the evaluation of the directors’ and managers’ performance and remuneration. 2.Evaluate and establish remuneration forthe directors andmanagers.
Auditorial room	1. Responsible for assessing corporate governance, internal control system management regulation, as well as the implementation of internal audit work of all the companies within the Group, and propose recommendations for improvement.

Department	Business functions
	2. Push foward the implementation of policies and regulations of all the companies withinthe Group.
Finance department	1. Manage the Group’s capital allocation planning, accounting, and investment management affairs. 2. Manage the review and preparation of the Group’s consolidated financial statements, cost assessment and control, gathering and preparing of budget information. 3. Operation of corporate governance. 4. Application, reporting, and approval of the Group’s oversea investment activities.
Administrative department	1. Handles the planning and management of all matters related to the Group’s administrative. 2. Human resource management and planning of organization’s development withinthe Group.
Taiwan branch department	Engage in facial and body care of SPA services, as well as the manufacturing and sale of facial and skin care products.
China branch department	1. Jourdeness (Guangzhou) Cosmetics Co., Ltd.: established in 2003, engages in facial and body skin care products manufacturing and sales, as well as SPA services within the China region. 2. Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.: franchise license issuing and management institution for the facialand body carefranchise businessinthe Chinaregion.
Malaysia branch department	The Malaysia Business Department was established in 2016, focuses on the facial and body care product sales and SPA services in Malaysia.

II. Information of directors, supervisors, general managers, deputy general managers, assistant general managers, and managers of each department and branch offices

(I) Information of directors and supervisors

1. Information of directors and supervisors

April 20 , 2020, unit: thousand shares; %

Position	Nationality or registered location	Name	Gender	First Elected Term date	Elected Term Date	Term of office	The time of election Shareholding	The time of election Shareholding	Shares owned currently	Shares owned currently	Shares owned by spouse or minor children currently	Shares owned by spouse or minor children currently	Shares owned under another person’s name	Shares owned under another person’s name	Major experiences and educational background	Positions held at the company or other companies currently.	Other managers, directors, or supervisors that are spouse or relatives within second-degree or closer	Other managers, directors, or supervisors that are spouse or relatives within second-degree or closer	Other managers, directors, or supervisors that are spouse or relatives within second-degree or closer	Note
							Number of shares	Sharehol ding ratio	Number of shares	Shareholdi ng ratio	Number of shares	Shareholdi ng ratio	Number of shares	Sharehol ding ratio			Position	Name	Relationship
Chairman	Republic of China	Cheng- Hsiung Chen	Male	2014.05.13	2017.06.22	3 years	－	－	1,071	1.76	－	－	17,573	28.85	Taichung Municipal Dajia Senior High School Chairman of JOURDENESS GROUP LIMITED	Note 1	Director Director	Chia-Chi Chen Cheng-Tzu Chen	Father and daughter Brothers	Note 7
Director	Republic of China	Cheng- Tzu Chen	Male	2014.05.13	2017.06.22	3 years	－	－	－	－	4,177	6.86	5,332	8.75	104 Masters of Cultural and Creative Design, School of Management, Feng Chia University Director of Bio-Jourdeness International Group Co., Ltd.	Note 2	Director	Cheng- Hsiung Chen	Brothers	None
Director	Republic of China	Chia-Chi Chen	Female	2014.05.13	2017.06.22	3 years	－	－	7	0.01	－	－	2,316	3.80	EMBA, National Chung Hsing University Japanese Language School, Ehle Institute, Osaka, Japan General Manager of JOURDENESS GROUP LIMITED National Association of	Note 3	Director	Cheng- Hsiung Chen	Father and daughter	Note 7

Position	Nationality or registered location	Name	Gender	First Elected Term date	Elected Term Date	Term of office	The time of election Shareholding	The time of election Shareholding	Shares owned currently	Shares owned currently	Shares owned by spouse or minor children currently	Shares owned by spouse or minor children currently	Shares owned under another person’s name	Shares owned under another person’s name	Major experiences and educational background	Positions held at the company or other companies currently.	Other managers, directors, or supervisors that are spouse or relatives within second-degree or closer	Other managers, directors, or supervisors that are spouse or relatives within second-degree or closer	Other managers, directors, or supervisors that are spouse or relatives within second-degree or closer	Note
							Number of shares	Sharehol ding ratio	Number of shares	Shareholdi ng ratio	Number of shares	Shareholdi ng ratio	Number of shares	Sharehol ding ratio			Position	Name	Relationship
															Holistic Aromatherapy (NAHA) and The International Federation of Aroma therapists (IFA) Licenses
Director	Republic of China	I-Min Chen	Male	2015.09.07	2017.06.22	3 years	－	－	－	－	－	－	－	－	Management Studies, Department of Economics, Sophia University, Japan President of Saito Trading Co.,Ltd	－	－	－	－	None
Director	Republic of China	Yu- Cheng Shen	Male	2015.09.07	2017.06.22	3 years	－	－	－	－	－	－	－	－	Tokyo School of Law and Economics Chairman of MAN- LIGHT ENTERPRISE CO.,LTD.	－	－	－	－	None
Director	Republic of China	Wei-Kuo Chen	Male	2017.06.22	2017.06.22	3 years	－	－	380	0.62	－	－	－	－	Overseas Chinese University Manager of OCBC Bank Chief financial officer of Bio-Jourdeness International Group Co., Ltd. Supervisor of Bio- Jourdeness International GroupCo.,Ltd.	Note 4				None
Independ ent Director	Republic of China	Tie-In Jin	Male	2017.06.22	2017.06.22	3 years	－	－	－	－	－	－	－	－	Deakin University, Australia Finance Ph.D Associate professor of Takming University of Science and Technology	－	－	－	－	None

Position	Nationality or registered location	Name	Gender	First Elected Term date	Elected Term Date	Term of office	The time of election Shareholding	The time of election Shareholding	Shares owned currently	Shares owned currently	Shares owned by spouse or minor children currently	Shares owned by spouse or minor children currently	Shares owned under another person’s name	Shares owned under another person’s name	Major experiences and educational background	Positions held at the company or other companies currently.	Other managers, directors, or supervisors that are spouse or relatives within second-degree or closer	Other managers, directors, or supervisors that are spouse or relatives within second-degree or closer	Other managers, directors, or supervisors that are spouse or relatives within second-degree or closer	Note
							Number of shares	Sharehol ding ratio	Number of shares	Shareholdi ng ratio	Number of shares	Shareholdi ng ratio	Number of shares	Sharehol ding ratio			Position	Name	Relationship
															Specially appointed associate professor of the Department of Finance, Chaoyang University of Technology
Independ ent Director	Republic of China	Ming-Fu Wang	Male	2014.05.13	2017.06.22	3 years	－	－	－	－	－	－	－	－	PhD in Health and physical activity, Medical department, University of Tokushima, Japan Chancellor and dean of Yuanpei University of Medical Technology Dean of University Affairs, Department Chair, and professor at Providence University	Note 5	－	－	－	None
Independ ent Director	Republic of China	Yi-Min Shun	Male	2017.06.22	2017.06.22	3 years	－	－	－	－	－	－	－	－	EMBA, NTU-Fudan Program Masters, Logistic and Technology Management, Continuing Education Credit Course, Tunghai University Department of Electronic Engineering, Nan Kai University of Technology General Manager, Ofuna Technology Co., Ltd. Senior Deputy	Note 6	－	－	－	None

Note 1: Chairman Cheng-Hsiung Chen also serves as the chief strategy officer of Jourdeness International, Chairman of SUCCESS UNITED LIMITED, Chairman of JOURDENESS DEVELOPMENT LIMITED, Chairman-cum-general manager of Jourdeness (Guangzhou) Cosmetics Co., Ltd., and Chairman-cum-general manager of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. In addition, Mr. Cheng-Hsiung Chen, through COREWIN INVESTMENTS LIMITED indirectly possesses

15,853 thousand shares; through ALIMIENWIDE INT'L INC. indirectly possesses 1,356 thousand shares; through Yu-Te Wang indirectly possesses 207 thousand shares; through Ya-Ling Hsieh indirectly possesses 58 thousand shares; through Su-Ching Chen Wang indirectly possesses 99 thousand shares; in total possesses the company’s 18,644 thousand shares, accounting to a shareholding ratio of 30.61%.

Note 2: Director Cheng-Tzu Chen is also the supervisor of Jourdeness (Guangzhou) Cosmetics Co., Ltd., director of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd., and deputy chief executive officer of Jourdeness International. In addition, Mr. Cheng-Tzu Chen through LUCKY ASIA INTERNATIONAL LTD. indirectly holds 4,487 thousand shares; through CHARM OCEAN INTERNATIONAL LIMITED indirectly holds 845 thousand shares, in total holds the company’s 5,332 thousand shares, accounting to a shareholding ratio of 8.75%..
Note 3: Ms. Chia-Chi Chen serves as the Groups’ Chief Operating Officer and General Manager, as well as the general manager of Jourdeness Internationl, and BIO-JOURDENESS COSMETIC CO.(MY) SDN. BHD. Through TRIMIX INTERNATIONAL LIMITED she indirectly owns 1,319 thousand shares; through ALIMIENWIDE INT'L INC. indirectly owns 997 thousand shares, in total possessing the company’s 2,316 thousand shares, accounting to a shareholding ratio of 3.80%.
Note 4: Director Wei-Kuo Chen is also the supervisor of Jourdenss International, director of Jourdeness (Guangzhou) Cosmetics Co., Ltd., supervisor of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. and SUCCESS UNITED LIMITED DIRECTOR.
Note 5: Independent director Ming-Fu Wang is also the Phyto Health Corporation’s jurisdic person director representative.
Note 6: Independent director Yi-Min Shun also serves as the representative of the jurisdic person director of Ofuna Technology Co., Ltd.
Note 7: (1) Reason, reasonableness, necessity: The Chairman of the Company, Mr. Chen Cheng-Hsiung, and the General Manager, Ms. Chia-Chi Chen, have frist degree of kinship. This is the must path of the succession of the second generation. Although today the General Manager has gradually mastered the Company's operation, the Chairman still has to give the necessary strategic direction.
(2) Countermeasures: The Company has designed strict approval authority. The approval of financing, investment, and acquisition or disposal of assets are strict to enhances the functions of the board of directors. The Company has also elected three independent directors who participate in the review of various decisions when necessary.

Major shareholders of the juristic person shareholders

April 20 , 2020

	April 20,2020
Name of the juristic person shareholder	Major shareholders of the juristic personshareholders
COREWIN INVESTMENTS LIMITED Registration location:BVI	Cheng-Hsiung Chen (100%)
LUCKY ASIA INTERNATIONAL LTD. Registration location:Anguilla	Cheng-Tzu Chen (100%)
TRIMIX INTERNATIONAL LIMITED Registration location:Anguilla	Yu-Chien Chen (71.6%) Chia-ChiChen(28.4%)
ASIA SINO ENTERPRISES CO., LTD. Registration location:Anguilla	Li-Yun Huang (100%)
ALIMIENWIDE INT’L INC. Registration location: Belize	Cheng-Hsiung Chen (40%) Chia-Chi Chen (30%) Yu-ChienChen(30%)
ACME INVESTMENTS CO., LTD. Registration location:Anguilla	Tung-Chou Ke (100%)
CHARM OCEAN INTERNATIONAL LIMITED Registration location: Belize	Cheng-Tzu Chen (50%) Li-Yun Huang (50%)

The major shareholders of juristic person shareholders are juristic person acting as major shareholder: None.
Information of directors and supervisors

Requirement Name	Whether or not possesses 5 or more years of working experiences and the following professional qualifications	Whether or not possesses 5 or more years of working experiences and the following professional qualifications	Whether or not possesses 5 or more years of working experiences and the following professional qualifications	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Meet the conditions for independency (Note 1)	Concurr ently serving as indepen dent director in other public issued compani es
	Lecturer or above of public or private higher educational institutions in subjects such as business, law, finance, accounting, or any related subjects needed by the company.	Professional or technical personnel such as judge, prosecutor, lawyer, accountant, or other types of professions that require national examination and certification and needed by the company.	Work experiences in business, law, finance, accounting, or other areas in areas needed by the company.	1	2	3	4	5	6	7	8	9	10	11	12
Cheng-Hsiung Chen																－
Cheng-Tzu Chen																－
Chia-Chi Chen																－
I-Min Chen																－
Yu-ChengShen																－
Wei-Kuo Chen																－
Tie-In Jin																－
Ming-Fu Wang																－
Yi-Min Shun																－

Note 1: For each director and supervisor that fulfill the requirements below, mark a “check” in the empty space at the bottom of each requirement code”  ”.
(1) Not an employee of the Company or its affiliates.
(2) Not a director, supervisor of the Company or its affiliates (this does not apply to independent directors of the Company, its parent company or subsidiaries, or its affiliates established in accordance with the Act or local laws and regulations where registered).
(3) Not a natural-person shareholder holds shares together with his or her spouse, minor children or holds shares under others name in an aggregate amount of more than 1% of issued shares of the company or ranks among top 10 in shareholdings.
(4) Not a managerial officer of criteria (1) nor a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of any of the persons in the preceding criteria (2) and (3).
(5) Not a director, supervisor, or employee of an institutional shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act (this does not apply to independent directors of the Company or its parent company or subsidiaries, or its affiliates established in accordance with the Act or local laws and regulations where registered).
(6) Not a director, supervisor, or employee of any other company whose majority of director seats or voting shares and those of the Company are controlled by the same person (this does not apply to independent directors of the Company, its parent company or subsidiaries, or its affiliates established in accordance with the Act or local laws and regulations where registered).
(7) Not a director (governor), supervisor, or employee of any other company or institution whose Chairman, general manager, or person holding an equivalent position and a person in any of those positions at the Company are the same person or are spouses (this does not apply to independent directors of the Company, its parent company or subsidiaries, or its affiliates established in accordance with the Act or local laws and regulations where registered).
(8) Not a director (governor), supervisor, managerial officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company (this does not apply to any specified company or institution who holds more than 20% and less than 50% of the shareholding of the Company, and independent directors of the Company, its parent company or subsidiaries, or its affiliates established in accordance with the Act or local laws and regulations where registered).
(9) Not a professional individual who, or an owner, partner, director(governor), supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliates of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliates of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof. Yet, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger and acquisition, who exercises powers pursuant to the Securities and Exchange Act, the Business Mergers and Acquisitions Act, or related laws or regulations.
(10) Is not related to any director as a spouse or a relative of second degree or closer.
(11) Not been a person of any conditions defined by the provision of Article 30 of the Company Act.
(12) Not been a government agency, a juridical person or their authorized representatives as defined by the provision of Article 27 of the Company Act.

(II) General manager, vice general manager, associate manager, and managers of each department and branch offices.

April 20 , 2020, unit: thousand shares; %

Position	Nationality	Name	Gender	Elected Term date	Shareholding	Shareholding	Shares owned by spouse or minor children currently	Shares owned by spouse or minor children currently	Shares owned under another person’s name	Shares owned under another person’s name	Major experiences and educational background	Currentl y holding positions in other compani es	Management team that are spouse or relatives within second-degree or closer	Management team that are spouse or relatives within second-degree or closer	Management team that are spouse or relatives within second-degree or closer	Note
					Number of shares	Shareho lding ratio (%)	Number of shares	Shareho lding ratio(%)	Number of shares	Sharehol ding ratio(%)			Title	Name	Relationship
Chairman- cum-chief strategic officer of the Group	Republic of China	Cheng- Hsiung Chen	Male	August 10, 2017	1,071	1.76	－	－	17,573	28.85	Taichung Municipal Dajia Senior High School Chairman of JOURDENESS GROUP LIMITED Chairman-cum-general manager of Jourdeness (Guangzhou) Cosmetics Co., Ltd Chairman-cum-general manager of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.	Note 1	General Manager of the Group Deputy executive officer of Jourdeness International Chief executive officer of the Group	Chia -Chi Chen Cheng- Tzu Chen Yu- Chien Chen	Father and daughter Brothers Father and daughter	Note 7
Chief Operating Officer and General Manager of the Group	Republic of China	Chia-Chi Chen	Female	August 10, 2017	7	0.01	－	－	2,316 Note 2	3.80	EMBA, National Chung Hsing University Japanese Language School, Ehle Institute, Osaka, Japan General Manager of Bio-Jourdeness International Group Co., Ltd National Association of Holistic Aromatherapy (NAHA) and The International Federation of Aroma therapists (IFA) Licenses Director of BIO-JOURDENESS COSMETIC CO.(MY)SDN. BHD..	Note 2	Chairman-cum-chief strategic officer of the Group Chief executive officer of the Group	Cheng- Hsiung Chen Yu- Chien Chen	Father and daughter Sisters	Note 7
Chief financial officer of the	Republic of China	Hsiao- Hui Cheng	Female	Decembe r 31th , 2016	6	0.01	－	－	－	－	Department of Accounting, Chung Yuan Christian University KPMG Taiwan	Note 3	－	－	－	None

Position	Nationality	Name	Gender	Elected Term date	Shareholding	Shareholding	Shares owned by spouse or minor children currently	Shares owned by spouse or minor children currently	Shares owned under another person’s name	Shares owned under another person’s name	Major experiences and educational background	Currentl y holding positions in other compani es	Management team that are spouse or relatives within second-degree or closer	Management team that are spouse or relatives within second-degree or closer	Management team that are spouse or relatives within second-degree or closer	Note
					Number of shares	Shareho lding ratio (%)	Number of shares	Shareho lding ratio(%)	Number of shares	Sharehol ding ratio(%)			Title	Name	Relationship
Group											Deputy director of the finance department of Huga Optotech Inc Director of BIO-JOURDENESS COSMETIC CO.(MY)SDN. BHD..
Chief executive officer of the Group	Republic of China	Yu-Chien Chen	Female	2011/09/ 01	21	0.03	－	－	3,108 Note 4	5.10	New Jersey Institute of Technology General manager of Bio-Jourdeness International Group Co., Ltd Director of Bio-Jourdeness International Group Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetics Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. Director of BIO-JOURDENESS COSMETIC CO.(MY)SDN. BHD..	Note 4	Chairman-cum-chief strategic officer of the Group General Manager of the Group	Cheng- Hsiung Chen Chia- Chi Chen	Father and daughter Sisters	None
Deputy factory manager of Jourdeness International and director of 3 R&D centers of Jourdeness (Guangzhou) Cosmetic Co., Ltd	Republic of China	Yi-Fen Ou	Female	2018/02/ 01	－	－	－	－	－	－	Department of Applied Cosmetology, Hungkuang University Bio-Jourdeness International Group Co., Ltd. R&D Center Director	－	－	－	－	None
Audit manager of the Group	Republic of China	Yu-Ping Liao	Female	2016/01/ 26	－	－	－	－	－	－	Department of Accounting, National Changhua University of Education PwC Taiwa	Note 5	－	－	－	None

Position	Nationality	Name	Gender	Elected Term date	Shareholding	Shareholding	Shares owned by spouse or minor children currently	Shares owned by spouse or minor children currently	Shares owned under another person’s name	Shares owned under another person’s name	Major experiences and educational background	Currentl y holding positions in other compani es	Management team that are spouse or relatives within second-degree or closer	Management team that are spouse or relatives within second-degree or closer	Management team that are spouse or relatives within second-degree or closer	Note
					Number of shares	Shareho lding ratio (%)	Number of shares	Shareho lding ratio(%)	Number of shares	Sharehol ding ratio(%)			Title	Name	Relationship
Jourdeness International Deputy chief executive officer	Republic of China	Cheng- Tzu Chen	Male	2010/12/ 31	－	－	4,177	6.86	5,332 Note 6	8.75	104 Masters of Cultural and Creative Design, School of Management, Feng Chia University Director of Bio-Jourdeness International Group Co., Ltd. Supervisor of Jourdeness (Guangzhou) Cosmetics Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co.,Ltd.	Note 6	Chairman-cum-chief strategic officer of the Group	Cheng- Hsiung Chen	Brothers	None
General factory manager of Jourdeness International	Republic of China	Ching- Yuan Chang	Male	2006/03/ 01	－	－	－	－	－	－	World Senior High School General factory manager of Dajia factory, Bio-Jourdeness International Group Co., Ltd.	－	－	－	－	None
General manager of operations of Jourdeness (Guangzhou) Cosmetics Co.,Ltd.	Republic of China	Ya Yun Cheng	Female	2015/02/ 01	10	0.02	－	－	－	－	Cheng-Kung Vocational Senior High School Chief operating officer of Jourdeness International.	－	－	－	－	None

Note 1: Also serving as the chairman of Jourdeness International, chairman of SUCCESS UNITED LIMITED, Chairman of JOURDENESS DEVELOPMENT LIMITED, chairman-cumgeneral manager of Jourdeness (Guangzhou) Cosmetics Co., Ltd., Chairman-cum-general manager of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. In addition, Mr. Cheng-Hsiung Chen through COREWIN INVESTMENTS LIMITED indirectly possesses 15,853 thousand shares; through ALIMIENWIDE INT’L INC. indirectly possesses 1,356 thousand shares; through Yu-Te Wang indirectly owns 207 thousand shares; through Ya-Ling Hsieh indirectly owns 58 thousand shares; through CHEN Wang Su Ching indirectly owns 99 thousand shares; possessing a total of 18,644 thousand shares, accounting to a shareholding ratio of 30.61%

Note 2: Ms. Chia-Chi Chen also serves as the director and the chief operating officer of the Group and general manager of Jourdeness International. Through TRIMIX INTERNATIONAL LIMITED she indirectly owns 1,319 thousand shares and through ALIMIENWIDE INT’L INC. she indirectly owns 997 thousand shares; possessing a total of 2,319 thousand shares, accounting to a shareholding ratio of 3.80%.

Note 3: Ms. Hsiao-Hui Cheng , chief financial officer of the Group also serves as the chief financial officer of Bio-Jourdeness International Group Co., Ltd.

Note 4: Ms. Yu-Chien Chen of the Group’s chief operating officer, through TRIMIX INTERNATIONAL LIMITED indirects holds 2,490 thousand shares and through ALIMIENWIDE INT’L INC. indirectly holds 618 thousand shares; in total possessing 3,108 thousand shares; accounting to a shareholding ratio of 5.10% Note 5: Ms. Yu-Ping Liao, the Group’s audit manager also serves as the audit manager of Bio-Jourdeness International Group Co., Ltd. Note 6: Mr. Cheng-Tzu Chen, deputy chief executive officer of Jourdeness International owns, through LUCKY ASIA INTERNATIONAL LTD. 4,487 thousand shares and through CHARM OCEAN INTERNATIONAL LIMITED indirectly possesses 845 thousand shares; with a total of 5,332 thousand shares; accounting to a shareholding ratio of 8.75%.

Note 7: (1) Reason, rationality, necessity: The Chairman of the Company, Mr. Cheng-Hsiung Chen, and the General Manager, Ms. Chia-Chi Chen, have fist degree of kinship. This is the must path of the succession of the second generation. Although today the General Manager has gradually mastered the Company's operation, the Chairman still has to give the necessary strategic direction.
(2) Countermeasures: The Company has designed strict approval authority. The approval of financing, investment, and acquisition or disposal of assets are strict to enhances the functions of the board of directors. The Company has also elected three independent directors who participate in the review of various decisions when necessary.

III. Remuneration to directors, supervisors, general managers, and deputy general managers of the most recent fiscal year (I) Remuneration to directors of the most recent fiscal year.

		December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands	December 31st,2019 Unit: NT$in thousands;shares in thousands
Title	Name	Directors’ Remuneration								Proportion of the total of the 4 items, A, B, C, and D to net income after tax.		Relevant remuneration received by part-time employees								Proportion of the total of the 7 items, A, B, C, D, E, F, and G to net income aftertax.		Whether or not received any remuneratio n from the parent company or any reinvestmen t companies other than a subsidiary or ?
		Remuneration (A)		Retirement pension (B)		Director remuneration (C)		Expenses for performance of duties (D) (Note 1)				Salary, bonus, and special fees, etc. (E)		Retirement pension (F)		Employee remuneration (G)				This company	All companies listed in the financial statement
		This company	All companies listed in the financial statement	This company	All companies listed in the financial statement	This company	All companies listed in the financial statement	This company	All companies listed in the financial statement	This company	All companies listed in the financial statement	This company	All companies listed in the financial statement	This company	All companies listed in the financial statement	This company		All companies listed in the financialstatemen
																Cash amount	Stock amount	Cash amount	Stock amount
Chairman	Cheng-Hsiung Chen	－	－	－	－	－	－	160	160	0.03%	0.03%	5,929	7,047	－	－	－	－	－	－	1.29%	1.53%	None
Director	Cheng-Tzu Chen	－	－	－	－	－	－	160	160	0.03%	0.03%	－	2,873	－	－	－	－	－	－	0.03%	0.64%	None
Director	Chia-Chi Chen	－	－	－	－	－	－	160	160	0.03%	0.03%	1,837	4,112	－	91	1,599	－	1,599	－	0.76%	1.27%	None
Director	I-Min Chen	－	－	－	－	－	－	160	160	0.03%	0.03%	－	－	－	－	－	－	－	－	0.03%	0.03%	None
Director	Yu-ChengShen	－	－	－	－	－	－	160	160	0.03%	0.03%	－	－	－	－	－	－	－	－	0.03%	0.03%	None
Director	Wei-Kuo Chen	－	－	－	－	－	－	160	160	0.03%	0.03%	－	－	－	－	－	－	－	－	0.03%	0.03%	None
Independent director	Tie-In Jin	－	－	－	－	－	－	140	140	0.03%	0.03%	－	－	－	－	－	－	－	－	0.03%	0.03%	None
Independent director	Ming-Fu Wang	－	－	－	－	－	－	160	160	0.03%	0.03%	－	－	－	－	－	－	－	－	0.03%	0.03%	None
Independent director	Yi-Min Shun	－	－	－	－	－	－	120	120	0.02%	0.02%	－	－	－	－	－	－	－	－	0.02%	0.02%	None

Apart from what is disclosed in the table above, remuneration received by the directors for providing services (such as serving as non-employee consultant) to any of the companies listed in the financial statement for the most recent year: None.

Note 1: The expenses of director’s transportation allowance.

1.Range of Remunerations

1. Range of Remunerations	1. Range of Remunerations	1. Range of Remunerations	1. Range of Remunerations
Range of Remunerations paid for each director of the company				Name of director
				Total of A+B+C+D		Total of A+B+C+D+E+F+G
				This company	Financial Report All companies in the H	This company	Financial Report All companies in the I
Less than $1 million				Cheng-Hsiung Chen, Cheng-Chi Chen, Chia-Chi Chen , I-Min Chen, Yu-Cheng Shen, Wei-Kuo Chen, Tie-In Jin, Ming-Fu Wang, Yi-Min Shun	Cheng-Hsiung Chen, Cheng-Chi Chen, Chia-Chi Chen , I-Min Chen, Yu-Cheng Shen, Wei-Kuo Chen, Tie-In Jin, Ming-Fu Wang, Yi-Min Shun	Cheng-Chi Chen, I-Min Chen, Yu-Cheng Shen, Wei-Kuo Chen Tie-In Jin, Ming- Fu Wang Yi-Min Shun	I-Min Chen, Yu- Cheng Shen Wei-Kuo Chen, Tie-In Jin Ming-Fu Wang, Yi-Min Shun
1,000,000	NT$ (included)~	2,000,000	NT$ (not included)	－	－
2,000,000	NT$ (included)~	3,500,000	NT$ (not included)				Cheng-Tzu Chen
3,500,000	NT$ (included)~	5,000,000	NT$ (not included)			Chia-Chi Chen
5,000,000	NT$ (included)~	10,000,000	NT$ (not included)	－	－	Cheng-Hsiung Chen	Cheng-Hsiung Chen Chia-Chi Chen
10,000,000	NT$ (included)~	15,000,000	NT$ (not included)	－	－	－	－
15,000,000	NT$ (included)~	30,000,000	NT$ (not included)	－	－	－	－
30,000,000	NT$ (included)~	50,000,000	NT$ (not included)	－	－	－	－
50,000,000	NT$ (included)~	100,000,000	NT$ (not included)	－	－	－	－
NT$100,000,000 above				－	－	－	－
Total				9people	9people	9people	9people

(II) Payment of compensation for Supervisors in recent years: not applicable as the company has established an audit committee.

(III) Remuneration of President and Vice President in recent years

Title	Name	Salary (A)	Salary (A)	Retirement pension (B)	Retirement pension (B)	Bonus and special expenditure (C)	Bonus and special expenditure (C)	Remunerations of employees (D)	Remunerations of employees (D)	Remunerations of employees (D)	Remunerations of employees (D)	Proportion of the total of the 4 items, A, B, C, and D to net income after tax.	Proportion of the total of the 4 items, A, B, C, and D to net income after tax.	Regardless of whether has received remuneration from reinvesment businesses other than from subsidiaries
		This company	All companies listed in the financial statement	This company	All companies listed in the financial statement	This company	All companies listed in the financial statement	T h i s c o m p a n y		All companies listed in the financial statement		This company	All companies listed in the financial statement
								Cash amount	Stock amount	Cash amount	Stock amount
Chairman-cum- chief strategic officer of the Group	Cheng-Hsiung Chen	5,929	7,047	－	－	－	－	－	－	－	－	1.26%	1.50%	None
Chief Operating Officer and General Manager of the Group	Chia-Chi Chen	1,837	3,302	－	91	－	809	1,599	－	1,599	－	0.73%	1.23%	None
Chief executive officer of the Group	Yu-Chien Chen	441	1,504	－	66	－	497	1,333	－	1,333	－	0.38%	0.72%	None
Chief financial officer of the Group	Hsiao-Hui Cheng	850	1,745	－	55	－	384	1,173	－	1,173	－	0.43%	0.71%	None
General manager of operations of Bio- Jourdeness Cosmetic (Guangzhou)	Ya Yun Cheng	1,150	2,106	－	－	－	－	1,173	－	1,173	－	0.49%	0.70%	None
Jourdeness International Director	Ching-Yuan Chang	－	3,655	－	112	－	797	2,259	－	2,259	－	0.48%	1.45%	None
Jourdeness International Deputy chief executive officer	Cheng-Tzu Chen
Jourdeness International Plant Manager and the Director of R & D, Bio-Jourdeness Cosmetic (Guangzhou)	Yi-Fen Ou

Range of Remunerations

December 31st , 2019 Unit: NT$ in thousands; shares in thousands

Remuneration of each President and Vice President of the company Range	Remuneration of each President and Vice President of the company Range	Remuneration of each President and Vice President of the company Range	Remuneration of each President and Vice President of the company Range	Name of President and Vice President	Name of President and Vice President
				This company	All companies inthe Financial Report(E)
Less than $1 million				Cheng-Chi Chen, Ching-Yuan Chang Yi-Fen Ou	－
1,000,000	NT$ (included)~	2,000,000	NT$	(not included)	Yu-Chien Chen, Hsiao-Hui Cheng
2,000,000	NT$ (included)~	3,500,000	NT$ (not included)	Ya Yun Cheng, Chia-Chi Chen	Yu-Chien Chen, Hsiao-Hui Cheng Ya Yun Cheng, Ching-Yuan Chang
3,500,000	NT$ (included)~	5,000,000	NT$ (not included)

5,000,000	NT$ (included)~	10,000,000	NT$ (not included)	Cheng-Hsiung Chen	Cheng-Hsiung Chen Chia- ChiChen
10,000,000	NT$ (included)~	15,000,000	NT$ (not included)	－	－
15,000,000	NT$ (included)~	30,000,000	NT$ (not included)	－	－
30,000,000	NT$ (included)~	50,000,000	NT$ (not included)	－	－
50,000,000	NT$ (included)~	100,000,00 0	NT$ (not included)	－	－
NT$100,000,000 and above				－	－
Total				8people	8people

(IV) Employee’s Remuneration to managerial officers in recent years: no employee’s remuneration paid in recent years.
(V) The analysis on the percentage of aggregated remunerations of directors, supervisors, presidents, and vice presidents paid by the company and all the companies on the consolidated statement in past 2 years to net income after tax, with explanation on policy for payment of compensation, standards and composition, and procedure for setting the amount of payment, plus correlation of operating performance and future risks.
The percentage of aggregated remunerations of directors, supervisors, presidents, and vice presidents paid by the company and all the companies on the consolidated statement in past 2 years to net income after tax

Unit: NT$ in thousand

2 years to net income after tax			Unit: NT$in thousand	Unit: NT$in thousand
	2019		2018
	This company	All companies in the Financial Report	This company	All companies in the Financial Report
Remunerations of directors	10,745	17,102	10,205	16,948
Proportion of directors’ remuneration to net income(%)	2.28%	3.64%	1.93%	3.21%
Remunerations of President and Vice President	17,744	29,737	17,660	31,241
Proportion of President’s and Vice President’s Remunerations to net income(%)	3.77%	6.32%	3.35%	5.92%

Policy for payment of remuneration, standards and composition, and procedure for setting amount of payments, plus correlation of operating performance and future risks.
(1) Directors and Supervisors

The company has appointed all the independent directors as the member of the Remuneration Committee, which is responsible for the establishing and regularly reviewing the performance goals for the directors and managerial officers, and the

policies, systems, standards and structure for their compensation, as well as assesses and consults to the pay levels in the industry on a regular basis, for determining the amount of payment to the directors and managerial officers.

(2) President andVicePresident

Remunerations of the President and the Vice president including salary, bonus and retirement pension, which are determined in regard to the position, responsibility and contribution to the company, and with reference to the pay levels in the industry.

(3) Correlation of operating performance and future risks

As bonus and distribution of earnings within remuneration package depends on the annual operating performance of the company, with reference to the pay levels in the industry, and consideration of changes in market conditions, thus remuneration payable to directors (including independent directors), the president and the vice president of the company, is in correlation with the operating performance of the company and future risks.

IV. Governance and operation of the company

(I) Operation of the Board of Directors

Upon the issuing date of the 2019 Annual Report, 10 Board of Directors Meetings has been

held, the attendance of each meeting is as followed:

Title	Name	Frequency of actual attendance	Frequency of proxy attendance	Rate of actual attendance (%)
Chairman	Cheng-Hsiung Chen	10	0	100
Director	Cheng-Tzu Chen	10	0	100
Director	Chia-Chi Chen	10	0	100
Director	I-Min Chen	10	0	100
Director	Yu-Cheng Shen	10	0	100
Director	Wei-Kuo Chen	10	0	100
Independent director	Tie-In Jin	9	0	90
Independent director	Yi-Min Shun	8	1	80
Independent director	Ming-Fu Wang	10	0	100
Others: I. For the matters specified in Article 14-3 of the Securities and Exchange Act and other Board Meeting resolutions to which independent director has an adverse opinion or qualified opinion, and with record or written statement, shall include the date, the term, the agenda of discussion, the opinion of each independent director, and the handling of such opinion by the company: no above situation. (1). Matters specified in Article 14-3 of the Securities and Exchange Act: Board of Directors Agenda and the handling of resolutions The Securities and Exchange Act Article 14-3 Matters specified in Adverse opinion or qualified opinion of independent directors The third term 12thmeeting 2019/01/22 1. Proposal of offering NT$ 750 million of capital increased by cash to subsidiaryJoudeness Co. Ltd. V The opinion of independent directors: None. The company’s handlingof independent directors’ opinion: None. Resolution of directors: approval byall attended directors. The third term 1. Proposal to call off the capital increased as resolved in the 9th board meetingof the 3rd term on V

1stInterim meeting 2019/01/23	Aug. 6th,2018.
	The opinion of independent directors: None.
	The company’s handlingof independent directors’ opinion: None.
	Resolution of directors: approval byall attended directors.
The third term 13thmeeting 2019/03/19	1. 2018 Business Report and the Consolidated Financial Statement.	V
	2. 2018 Statement of Internal Control System.	V
	3. 2018 distribution of earnings.	V
	4. Amendment to the “Corporate Governance Best Practice Principles” of the company	V
	5. Amendment to the “Standard Operational Protocol for Responding to Requests from Directors”	V
	6. Amendment to the “Operational Procedure for Lending Funds to Others”.	V
	7. Amendment to the “Procedures for Endorsement and Guarantees”.	V
	8. Proposal on amending the "Articles of Association".	V
	The opinion of independent directors: None.
	The company’s handlingof independent directors’ opinion: None.
	Resolution of directors: approval byall attended directors.
The third term 14thmeeting 2019/05/09	1. Payment of compensation for appointed CPA of theyear 2019	V
	The opinion of independent directors: None.
	The company’s handlingof independent directors’ opinion: None.
	Resolution of directors: approval byall attended directors.
The third term 15thmeeting 2019/07/29	1. The proposal of US$ 5.5 million loan extension to the subsidiary Jourdeness International Group Co., Ltd.	V
	2. Approved the company loaned US$2.5 million to its subsidiary Bio-Jourdeness International GroupCo.,Ltd.	V
	3. Recognition of the subsidiary	V

	Jourdeness (Guangzhou) Cosmetics Co., Ltd. (hereinafter referred to as Jourdeness Cosmetics) to endorse and guarantee US$10 million for the Company's bank lines.
	The opinion of independent directors: None.
	The company’s handlingof independent directors’ opinion: None.
	Resolution of directors: approval byall attended directors.
The third term 16thmeeting 2019/08/12	1. Approved the company loaned US$2.5 million to its subsidiary Bio-Jourdeness International GroupCo.,Ltd.	V
	2. Proposal of the subsidiary Jourdeness International Group Co., Ltd. providing US$3 million joint guarantee for the Company's loan renewal with Taishin International Bank.	V
	The opinion of independent directors: None.
	The company’s handlingof independent directors’ opinion: None.
	Resolution of directors: approval byall attended directors.
The third term 17thmeeting 2019/11/07	1. Approved the company loaned US$5.5 million to its subsidiary Bio-Jourdeness International GroupCo.,Ltd.	V
	2. Amendment to the Operational Procedure for Lending Funds to Others.	V
	The opinion of independent directors: None.
	The company’s handlingof independent directors’ opinion: None.
	Resolution of directors: approval byall attended directors.
The third term 18thmeeting 2019/12/27	1. Amendment of The Company's QP-Group Administration-02-002 Management Policy of Remuneration to Directors and Senior Managements.	V
	2. Amendment of part of The Company's QP-Group Finance-01- 002 Board of Directors Performance Review Policy.	V
	The opinion of independent directors: None.

	The company’s handlingof independent directors’ opinion: None.	The company’s handlingof independent directors’ opinion: None.
	Resolution of directors: approval byall attended directors.
The third term 19th meeting 2020/3/26	1. 2019 Business Report and the Consolidated Financial Statement.	V
	2. 2019 Statement of Internal Control System.	V
	3. 2019 Earnings distribution proposal.	V
	4. Payment of compensation for appointed CPA of theyear 2020	V
	5. Proposal on amending the "Articles of Association".	V
	6. Proposal of the necessity and reasonableness for aggregate amount of endorsements/guarantees that is set as the ceiling for the Company and its subsidiaries as a whole reaches 50% or more of the net worth of the Company.	V
	7. Amendment of “Management Policy of the Procedures for Preparation of Financial Statements”	V
	8. Amendment of “Rules of Procedure for Shareholders Meetings”	V
	9. Amendment of “Rules of the Election of Directors”	V
	10. Amendment of “Rules of Procedure for Board of Directors Meetings”	V
	11. Amendment of “Audit Committee Charter”	V
	12. Approved the company loaned US$6.5 million to its subsidiary Bio-Jourdeness International GroupCo.,Ltd.	V
	The opinion of independent directors: None.
	The company’s handlingof independent directors’ opinion: None.
	Resolution of directors: approval byall attended directors.

  - director, the proposal, the reason for the director is required to abstain and his or her participation in the voting: None.

II. Evaluation of goals (such as establishing Audit Committee, improving information transparency, etc.) for enhancing functions and practices of the Board of Directors in the year and recent years: the company established the Audit Committee in May 2014, and convened 1st Audit Committee meeting of the 1st term on May 22nd, 2014.
(II) Practices of the Audit Committee and the Supervisor’s Participation in the Operation of the Board of Directors

The company has established the Audit Committee consists of all members of independent directors on May 13th , 2014; during the year 2019 and upon the issuing date of the Annual Report, the Committee had convened 9 meetings, the attendance of Independent Directors is as follow:

ollow:
Title	Name	Frequency of actual attendance	Frequency of proxy attendance	Rate of actual attendance (%)	Note
Independent director	Tie-In Jin	9	0	100
Independent director	Yi-Min Shun	8	1	88
Independent director	Ming-Fu Wang	9	0	100
Others: I. If following circumstances comply with the operation of the Audit Committee, shall state clearly the date, term, proposal, and resolutions of the Audit Committee meeting, plus the company’s handling of the Audit Committee’s opinions: A. Matters specified in Article 14-5 of the Securities and Exchange Act” Board of Directors Agenda and the handling of resolutions The Securities and Exchange Act Article 14-5 Matters specified in Not yet approved by the Audit Committee, but more than 2 thirds of directors had the resolution adopted with consent. The third term 11th meeting 2019/01/22 1. Proposal of offering NT$ 750 million of capital increased by cash to subsidiaryJoudeness Co. Ltd. V Resolution at the Audit Committee meeting (2019.01.22): approval by all members of the Audit Committee. The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting. The third term 12th meeting 1. 2018 Business Report and the Consolidated Financial Statement. V 2. 2018 Statement of Internal Control System. V

2019/03/19	3. 2018 distribution of earnings.	V
	4. Amendment to the “Corporate Governance Best Practice Principles” of the company	V
	5. Amendment to the “Standard Operational Protocol for Responding to Requests from Directors”	V
	6. Amendment to the “Operational Procedure for Lending Funds to Others”.	V
	7. Amendment to the “Procedures for Endorsement and Guarantees”.	V
	8. Proposal on amending the "Articles of Association".	V
	Resolution at the Audit Committee meeting (2019.03.19): approval by all members of the Audit Committee
	The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting.
The third term 13th meeting 2019/05/09	1. Payment of compensation for appointed CPA of theyear 2019	V
	Resolution at the Audit Committee meeting (2019.05.09): approval by all members of the Audit Committee.
	The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting.
	Resolution at the Audit Committee meeting (2019.05.09): approval by all members of the Audit Committee.
	The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting.
The third term 14th meeting 2019/07/29	1. Approved the company loaned US$5.5 million to its subsidiary Bio-Jourdeness International GroupCo.,Ltd.	V
	2. Approved the company loaned US$2.5 million to its subsidiary Bio-Jourdeness International GroupCo.,Ltd.	V
	3. Recognition of the subsidiary Jourdeness (Guangzhou) Cosmetics Co., Ltd. (hereinafter referred to as Jourdeness Cosmetics) to endorse and guarantee US$10 million for the Company's bank lines.	V
	Resolution at the Audit Committee meeting (2019.07.29): approval by all members of the Audit Committee.

	The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting.	The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting.
The third term 15th meeting 2019/08/12	1. Approved the company loaned US$2.5 million to its subsidiary Bio-Jourdeness International GroupCo.,Ltd.	V
	2. Proposal of the subsidiary Jourdeness International Group Co., Ltd. providing US$3 million joint guarantee for the Company's loan renewal with Taishin International Bank.	V
	Resolution at the Audit Committee meeting (2019.08.12): approval by all members of the Audit Committee.
	The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting.
The third term 16th meeting 2019/11/07	1. Approved the company loaned US$5.5 million to its subsidiary Bio-Jourdeness International GroupCo.,Ltd.	V
	2. Amendment to the Operational Procedure for Lending Funds to Others.	V
	Resolution at the Audit Committee meeting (2019.11.07): approval by all members of the Audit Committee.
	The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting.
The third term 17th meeting 2019/12/27	1. Amendment of The Company's QP-Group Administration-02-002 Management Policy of Remuneration to Directors and Senior Managements.	V
	2. Amendment of part of The Company's QP-Group Finance-01- 002 Board of Directors Performance Review Policy.	V
	Resolution at the Audit Committee meeting (2019.12.27): approval by all members of the Audit Committee.
	The company’s handling of the Audit Committee’s opinion: approval by all the attended directors in the meeting.
The third term 18th 2020/03/26	1. 2019 Business Report and the Consolidated Financial Statement.	V
	2. 2019 Statement of Internal Control System.	V

II. III.		3. 2019 Earnings distribution proposal.	V
		4. Payment of compensation for appointed CPA of theyear 2020	V
		5. Proposal on amending the "Articles of Association".	V
		6. Proposal of the necessity and reasonableness for aggregate amount of endorsements/guarantees that is set as the ceiling for the Company and its subsidiaries as a whole reaches 50% or more of the net worth of the Company.	V
		7. Amendment of “Management Policy of the Procedures for Preparation of Financial Statements”	V
		8. Amendment of “Rules of Procedure for Shareholders Meetings”	V
		9. Amendment of “Rules of the Election of Directors”	V
		10. Amendment of “Rules of Procedure for Board of Directors Meetings”	V
		11. Amendment of “Audit Committee Charter”	V
		12. Approved the company loaned US$6.5 million to its subsidiary Bio-Jourdeness International GroupCo.,Ltd.	V
		Resolution at the Audit Committee meeting (2020.03.26): approval by all members of the Audit Committee.
		The company’s handling of the Audit Committee’s opinion: approval by all the attended directorsinthemeeting.

the results): the Audit department of the company provides the auditing report to independent directors for review, and attend the board meeting to report practices of auditing on a regular basis; independent directors may examine finance and business of the company at any time, and to communicate with managers of related department for improvement, if he or she has queries about or recommendations for the company’s finance and business. In addition to audit the Financial Statements regularly, independent directors shall communicate with CPA via meeting whenever it is necessary.

(III) The differences between the practices of the company’s governance and the Guideline for the Listed Company Governance”, and the reasons for it.

Item of Assessment	Operation	Operation	Operation	Differences with the Guideline for the Listed Company Governance, and the reasons for it
	Yes	No	Remarks
I. Does the company comply with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies to formulate the guidelines for the company’s governance and disclosed it as required?	✓		The company has established the “Guidelines for the Company Governance ” under the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and has it disclosed as required.	No significant differences.
II. Equity structure and shareholders rights (I) Has the company established the internal procedure for handling shareholders’ suggestions, queries, disputes, and litigation, and has implemented according to it? (II) Has the company held the list of shareholders with controlling interest and ultimate controllers of the major shareholders?	✓ ✓		(I) The company has appo inted the transfer agency in Taiwan to handle stock affairs, the spokesman for responding suggestions from shareholders, and will establish relevant guidelines of internal procedures for handling shareholders’ suggestions, queries, disputes and litigation when it is necessary. (II) The company has in hand the list of shareholdings of directors, managers and shareholders with more 10% of shares.	No significant differences. No significant differences.

Item of Assessment	Operation	Operation	Operation	Differences with the Guideline for the Listed Company Governance, and the reasons for it
	Yes	No	Remarks
(III) Has the company established and enforced the mechanism for risk control and firewall methods with the affiliates? (IV) Has the company formulated the internal regulation to forbid insider to take advantage of not disclosed information in trading securities?	✓ ✓		(III) The company has formulated the procedures for exercise internal control system and related management, which has specified the management of staffs, assets, and finance of the affiliates. (IV) The company has established the Procedure for Handling Material Internal information, to forbid insider using not disclosed information in trading securities.	No significant differences. No significant differences.
III. Organization and Responsibilities of the Board of Directors (I) Has the Board of Directors formulated different policies regarding the composition of the board members and implemented accordingly? (II) Aside to establish the Remuneration Committee and the Audit Committee under the law, will the company set up other functional committees not required by law? (III) Has the company established the performance appraisal of the Board of Directors and the method for evaluating, and implement the evaluation regularly?	✓ ✓ ✓		(I) The company has elected 9 directors, among whom, 3 are independent directors, and all members of independent directors are appointed to organize an Audit Committee. (II) In addition to establishing the Remuneration Committee and the Audit Committee under the law, the company has not yet set up committees with functions other than those required by law but will take into consideration of the company’s operation and legal regulations in the future and set up other functional committees if necessary. (III) The company formulated the performance appraisal on November 3rd, 2016, for evaluating the performance of the board regularly.	No significant differences. No significant differences. No significant differences.

Item of Assessment	Operation	Operation	Operation	Differences with the Guideline for the Listed Company Governance, and the reasons for it
	Yes	No	Remarks
(IV) Does the company regularly evaluate the independence of the CPA?	✓		(IV) The accounting firm that offers the company CPA and related service is Deloitte Taiwan, independence of CPA is evaluated annually on a regular basis, under the standard for independence evaluation which is formulated with reference to the “Bulletin of Standards on Auditing” and the “Bulletin of the Norm of Professional Ethics for Certified public Accountant” No. 10 regarding “integrity, fair and objective, and independence”. Based on “Confirmation of independence” provided by the CPA and the assessment of independence according to the preceding standard, the assessment results of CPA Cheng-Chun Chiu and Tzi- Jung Kuo of Deloitte Taiwan both met the standard for independence evaluation (Note 1) and will be presented in the meetings of the Audit Committee and the Board of Directors on March 26th, 2020 for review to be adopted	No significant differences.

Item of Assessment	Operation	Operation	Operation	Differences with the Guideline for the Listed Company Governance, and the reasons for it
	Yes	No	Remarks
IV. Has the TWSE/TPEx Listed Company assigned the personnel designated (or concurrently responsible) to handle matters regarding governance of the company or a person responsible in related matters (including but not limited to provide directors, supervisors the materials required for practices, to handle matters related to the board meeting and shareholders meeting under the law, apply for company (change) registration, and record resolutions of the board meeting and shareholders meeting in the minutes?	✓		The company has assigned the personnel designated to handle matters related to company governance, including to provide directors and independent directors materials as needed, handle matters related to the board meeting and shareholders meeting in accordance with the law, apply for company (change) registration, and to record the board meeting and shareholders meeting resolutions in to minutes.	No significant differences.
V. Has the company established the channel to communicate with related parties (including but not limited to shareholders, employees, clients, and suppliers, etc.), and created a Related parties’ section on the website, for responding Related parties’ queries and concerns on issues regarding corporate responsibilities?	✓		The company has appointed litigation and none-litigation agent for handling matters of the company’s public relations and that related to related parties.	No significant differences.
VI. Has the company engaged a professional shareholders service agent to handle matters regarding shareholders meeting?	✓		The company has engaged the shareholders service agent SinoPac Securities to handle matters regarding shareholders meeting	No significant differences.
VII. Disclosure of Information (I) Has the company built up website for the disclosure of information regarding finance, business, and governance of the company?	✓		(I) The company has established the corporate website that is ready to disclose the information at any time, and reports information regarding the corporate governance practices and finances, on the Market	No significant differences.

Item of Assessment	Operation	Operation	Operation	Differences with the Guideline for the Listed Company Governance, and the reasons for it
	Yes	No	Remarks
(II) Has the company adopted other methods for the disclosure of information (e.g., maintaining a website in English, assigning personnel responsible for gathering and disclosure of the company information, appointing spokespersons, posting the entire process of investors meeting on website, etc.)?	✓		Observation Post System in accordance with the regulation by competent authority. (II) The company has adopted the system of spokesperson and appointed 1 spokesperson and 1 acting spokesperson at serve of shareholders.	No significant differences.
VIII. Does the company has other methods to facilitate a better understanding of important information regarding company governance practices (including but not limited to the rights of employees, employee welfare, investors relations, suppliers relations, rights of related parties, continuing education or training of directors and supervisors, implementation of risk management policy and risk measures, implementation of client policy, purchasing of liability insurance for directors and supervisors, etc.)?	✓		(I) Rights of employees: the policy of company’s welfare is revealed in the employees handbook in accordance with the law, in which employees‘ rights, obligation, and benefits are specified for the protection of their rights and interests. (II) Employee wellness: makes contributions to social insurance under the regulation by the local authority for the protection of employees’ welfare, and by organizing dinner party and recreations, to provide employees activities that relaxing body and mind. III) Investors relations, suppliers’ relations and the rights of stakeholders: keeps the channel to communicate with investors, suppliers, and stakeholders open, and protects their legitimate rights and interests. (IV) Suppliers relations ：the company has always maintained a good relationship with suppliers.	No significant differences.

Item of Assessment	Operation	Operation	Operation
	Yes	No	Remarks
			(V) Rights of stakeholders: stakeholders may communicate and make suggestions to the company for the protection of their legitimate rights and interests. (VI) Continuing Education/Training of Directors and Supervisors: all the directors of the company have participated in training programs regarding company governance, whereas program concerning supervisors has not yet provided. (VII) Implementation of Policy for Risk Management and the Risk Measures: the company has established and exercised the system for internal control and the managing guidelines under the law, for mitigating and preventing any possible risks. (VIII) Implementation of the clients’ policy: the designated department is responsible of the channel for clients’ inquiry and appeal. (IX) Purchase of liability insurance for directors and supervisors: the company has inquired the appropriate insurer to take out liability insurance for directors.
IX. The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange, and the priority items for strengthening and its measures for items not yet improved. (Information is not needed for companies not listed for review) (1) The Company has made improvements according to the 6th Coporate Governance Review 2019 results as listed below: Items Index for Assessment Improvement 1 Does the Company have more than one-third of the directors (including at least one independent director) and at least one supervisor The Company has invited more than one-third of directors to attend the 2019 annual shareholders meeting.

Item of Assessment	Item of Assessment	Operation	Operation	Operation	Operation
		Yes	No	Remarks
	attending the Annual General Meeting and disclosed the attendance list in the meeting minutes?
2	Does the Company disclose the resolution results of major motions by the Audit Committee and the Company’s handling of the Committee’s opinion, in its Annual Report in good faith?				The Company has fully disclosed the results of the audit committee's resolutions on major proposals and the Company's handling of the audit committee's opinions in the annual report.
3	Did the company disclose the shareholders meeting handbook and supplemental meeting materials on the designated Internet information reporting website 30 days prior to the day of the Annual General Meeting?				The Company has uploaded the shareholders meeting agenda handbook and supplemental materials 30 days before the most recent shareholders’ meeting.
Items	Index for Assessment				Measures for Improving
1	Does the Company have at least two independent directors attend each board meeting?				Arrange the schedule of the board meeting in advance so that each director can attend the meeting in person.
2	Does Chairman of the Company attend the general shareholders meeting in person?				The 2020 annual general shareholders meeting intends to invite the Chairman to preside over the meeting in person.
3	Does the Company upload the English version annual financial report to Market Observation Post System (MOPS), 7 days before the general shareholders meeting?				The Company intends to upload the English version annual financial report 7 days before the general shareholders meeting.

Note 1: Assessment of appropriateness and independence of CPA

Item of Assessment	Yes	Note
1. Not the employee of the company or its affiliates	V	Reviews of the 2 CPAs have shown no such condition.
2. Not the company’s or its affiliate’s directors and supervisors. The same does not apply, however, in the case where the person is an independent director of the company or its parent company, or of any subsidiaries holding direct or indirect voting rights with over 50% of the company’s shares.	V	Reviews of the 2 CPAs have shown no such condition.
3. Not a natural-person shareholder holds shares together with his or her spouse, minor children or holds shares under others name in an aggregate amount of more than 1% of issued shares of the company or ranks among top 10 in shareholdings.	V	Reviews of the two CPAs have shown no such condition.
4. Shall not be a spouse or relative within second- degree nor direct blood relative within third-degree of any of the persons mentioned in the preceding three categories.	V	Reviews of the 2 CPAs have shown no such condition.
5. Not a director, supervisor, or employee of the corporate shareholder directly holds an aggregate amount of more than 5% of the company’s issued shares, or the corporate shareholder ranks among top 5 in shareholding.	V	Reviews of the 2 CPAs have shown no such condition.
6. Not a director, supervisor, manager, or shareholder holding 5% or above shares, of a specified company that has a financial or business relationship with the company.	V	Reviews of the 2 CPAs have shown no such condition.
7. Is not related to any director as a spouse or a relative of second degree or closer.	V	Reviews of the 2 CPAs have shown no such condition.
8. Not been a person of any conditions defined by the provision of Article 30 of the Company Act.	V	Reviews of the 2 CPAs have shown no such condition.

9. Not been a government agency, a juridical person or their authorized representatives as defined by the provision of Article 27 of the Company Act.	V	Reviews of the 2 CPAs have shown no such condition.
10. Cannot serve as the director, manager, or position that will have a significant influence on auditing cases.	V	Reviews of the 2 CPAs have shown no such condition.
11. Shall not serve in managerial position involves policy making.	V	Reviews of the 2 CPAs have shown no such condition.
◆The reviews have shown that none of above items of independence assessment is applies to the appointed CPAs, who have satisfied the statutory requirement for independence, and assures the reliability of the finance report they provide.

Assessing Sector: Financial Department Date of assessment: March 26th, 2020

(IV) If the company has established the Remuneration Committee, it shall disclose information regarding composition, responsibility and operation of the committee

1. Organization of the Remuneration Committee

The resolution of the company on May 13th, 2014 had approved to establish the Remuneration Committee that comprises all the members of independent directors.

Title (Note 1)	Requirement Name	Whether or not possesses 5 or more years of working experiences and the following professional qualifications	Whether or not possesses 5 or more years of working experiences and the following professional qualifications	Whether or not possesses 5 or more years of working experiences and the following professional qualifications	Meet the conditions for independency (Note 2)	Meet the conditions for independency (Note 2)	Meet the conditions for independency (Note 2)	Meet the conditions for independency (Note 2)	Meet the conditions for independency (Note 2)	Meet the conditions for independency (Note 2)	Meet the conditions for independency (Note 2)	Meet the conditions for independency (Note 2)	Number of other listed companie s the person is concurrent ly serving as a member of the remunerati on committee
		At least lecturers of public or private colleges and universities, and specialized in business, law, finance, accounting or from departments of related subjects as demanded by the company’s business	Professional or technical personnel such as judge, prosecutor, lawyer, accountant, or other types of professions that require national examination and certification and needed by the company.	With working experiences in the field of business, law, finance, accounting or that is required by the company’s business	1	2	3	4	5	6	7	8
Independe nt director	Ming-Fu Wang												0
Independe nt director	Tie-In Jin												0
Independe nt director	Yi-Min Shun												0

Note 1: please fill in the ID field as director, independent director, or other.
Note 2: each member who fulfills the following criteria 2 years before being elected or during the terms of office, please tick on the matched code numbers as listed below”  ”.
(1) Shall not be an employee of the company or any of its affiliates.
(2) Not a director and supervisor of the company or affiliates. Not applicable, however, in the case where the person is an independent director of the company, its parent company, or any subsidiaries elected in accordance with the “Securities and Exchanges Act” or with the laws of the countries of its parent company, or subsidiary.
(3) Shall not be a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or by the person under other names, in a total amounting to 1% or more of the total number of issued shares of the company, or ranking as the top ten shareholders.
(4) Not of the spouse, relative within 2nd degree of kinship, or lineal relative within 3rd-degree kinship of the person stated in the preceding 3 paragraphs.
(5) Shall not be a director, supervisor, or employee of a corporate shareholder that have direct ownership of more than 5% or more of the total number of issued shares of the company or ranks in the top 5 shareholding.
(6) Shall not be a director, supervisor, manager, or shareholder holding 5% or more shares, of a specified company or institution that has financial or business relationship with the company.
(7) Not the owner, partner, director, supervisor, managers or the spouse of any sole proprietor business, partnership, company or institution that has provided the company and its affiliates with business, legal, financial, accounting services or consulting.
(8) No one of the things listed in Article 30 of the Company Act has occurred

Responsibility of the Remuneration Committee
The Remuneration Committee shall exercise the due care of a good administrator to perform the following duties faithfully, and provide recommendations to the board of directors for discussion:
(1) Formulate and regularly review the directors and managerial officers’ performance appraisal and the policy, system, standard, and structure of payment of compensation.
(2) Evaluate regularly and determine the compensation for directors and managerial officers. The convener convenes the Remuneration Committee meetings for at least twice each year and may call for the meeting at any time when necessary.
Operation of the Remunerations Committee
(1) The Remuneration Committee consists of 3 members.
(2) Termof the member in this term: from June 22nd, 2017, to June 21st, 2020, upon the issuing date of the 2019 Annual Report, the Remuneration Committee had convened 5 meetings; the qualification of the member and attendance is as followed:

Title	Name	Frequency of actual attendance	Frequency of proxy attendance	Rate of actual attendance (%)
Convener	Ming-Fu Wang	3	0	100
Committee member	Tie-In Jin	3	0	100
Committee member	Yi-Min Shun	3	0	100
Others: I. If the recommendation of the Remuneration Committee is not adopted or amended by the Board of Directors, the date, term, agenda content, resolutions of the board meeting and the company’s handling of the committee’s recommendation shall be stated (if the payment of compensation approved by the Board of Directors is better than that recommended by the committee, then the differences and reason shall be determined): no such circumstance. II. If any member of the remuneration committee expressed objections or reservations for the resolutions of the meeting, the date, term, agenda content of the meeting, and opinions of all the members of the committee and handling of those opinions shall be specified: no such condition.

(V) Implementation of social responsibilities and the differences and reasons from the "Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies”

nciples for TWSE/TPEx Listed Companies”
Item of Assessment	Operation			Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasons for it
	Yes	No	Remarks
I. Whether the Company conducts the risk assessment on the environment and society related to the Company's business operation, and corporate governance matters in accordance with the principle of materiality, and formulates the relevant risk management policies or strategies? (Note 3)	✓		The Company has formulated the “Corporate Social Responsibility Best Practice Principles” and relevant risk control management procedures, and conducts risk assessments on environmental issues related to the Company in accordance with these procedures.	No significant differences.
II. Does the company have a dedicated (or ad-hoc) CSR unit, with authorization of the Board of Directors to the senior management that reports to directly to the board?		✓	Although the Company has not set up a full- time (part-time) unit to promote corporate social responsibility, relevant departments handle related matters in accordance with their responsibilities.	No significant differences.
III. Environmental issues （1） Has the company established an appropriate system for environmental management comply with the characteristics of the industry? （2） Is the Company committed to improving resource efficiency and to the use of renewable materials with low environmental impact? （3） Does the Companyevaluate thepotential	✓ ✓ ✓		(1) The Taiwan subsidiary of the Group, Bio- Jourdeness International Group Co., Ltd, has obtained ISO 22716 - EU Certification for its existing factories. We have comprehensive guidelines for quality management, safety and health and environmental protection. (2) The Company strives to save paper. We advocate the signing and approval procedures with ERP electronic forms and aim to improve the utilization efficiency of various resources. (3) We also lay great emphasis on energy	No significant differences. No significant differences.

Item of Assessment	Operation	Operation	Operation	Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasons for it
	Yes	No	Remarks
risks and opportunities of climate change on the Company’s current and future operations, and carry out countermeasures for the relevant climate change issues? （4） Does the Company collects data for greenhouse gas emissions, water usage and waste quantity in the past two years, and set energy conservation, greenhouse gas emissions reduction, water usage reduction and other waste management policies?	✓		saving and carbon reduction in order to save electricity consumption in offices and production units. (4) The Company has recorded the greenhouse gas emissions, water consumption and total weight of waste produced in the past two years, and formulate policies on energy conservation and carbon reduction, greenhouse gas reduction and other waste management.	No significant differences. No significant differences.
IV. Social Issues （1） Has the company set related policies and procedures for management in accordance with relevant laws and International Bill of human rights? （2） Does the Company formulate and	✓ ✓		(1) The Company abides by the relevant Labor Standards Act, formulates management rules and regulations in accordance with the laws and regulations of the place of operation, and reveals relevant information to the public to inform the employees of such information, protect the legitimate rights and interests of employees. The Company respects internationally recognized basic labor human rights principles, and ensures that there are no things that endanger the basic rights of workers. (2) In addition to purchasing insurance and organizing health examinations in	No significant differences.

Item of Assessment	Operation	Operation	Operation	Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasons for it
	Yes	No	Remarks
implement reasonable employee benefits measures (including remuneration, vacation and other benefits, etc.), and appropriately reflect the results of operating performance in employee compensation? （3） Does the company provide employees with a safe and healthy working environment, and implement education or training programs to employees on a regular basis? （4） Has the company established effective career empowerment programs for employees? （5） Does the Companycomplywith relevant	✓ ✓		accordance with local laws and regulations, the Company also has benefits such as Chinese New Year gifts (coupons), subsidies for weddings and funerals, etc. The Company also distributes remuneration to employees based on the operating performance results. (3) The Company lays great emphasis on the safety and health of employees' working environment. In addition to arranging health examinations for employees, the Company also organizes various safety and health education and training announcements and drills to fulfill its responsibility to the employees' safety and health. (4) The Company provides effective functional training for employees, and occasional internal and external education and training to enhance job skills. (5) The Company's marketing and labeling of products and services are carried out in accordance with relevant laws and	No significant differences. No significant differences. No significant differences.

Item of Assessment	Operation	Operation	Operation	Differences with the Practice Principles of Corporate Social Responsibility of the listed company and the reasons for it
	Yes	No	Remarks
laws and regulations and international standards for customer health and safety, customer privacy, marketing and labeling of products and services, and develop relevant consumer protection policies and complaint procedures? （6） Does the Company formulate a supplier management policy that requires suppliers to follow relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and their implementation?	✓ ✓		regulations, and the Company provides service platforms such as telephone number and online platforms, so that consumers are able to communicate with the Company regarding related issues through the above platforms. Also, the Company also formulates transparent and effective guidelines for customer complaints. (6) The Company has formulated a supplier management policy, will consider including the implementation of green and environmental protection in the future, and works jointly to enhance its social responsibility. The personnel of the Company avoid business dealings with suppliers that violate the corporate social responsibility policy, and immediately cease the dealings with them once matters of violation are discovered, and such parties are listed as rejected suppliers.	No significant differences. No significant differences.
V. Does the Company prepare its non-financial reports such as Corporate Social Responsibility Report in accordance to the internationally-used reporting standards or guidelines? Have such reports been assured,verified or certified bya	✓		The Company has not yet prepared corporate social responsibility reports and other reports that disclose the Company's non-financial positions. In the future, the Company will prepare corporate social responsibilityreports	The Company will discuss the preparation of its corporate social responsibility report in the future is necessary.

Item of Assessment	Operation	Operation	Operation
	Yes	No	Remarks
third party?			if necessary.
VI. If the company has formulated its own corporate social responsibility principles in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”, please state the differences between the established principles and its operation: no significant differences apply.
VII. Other significant information that facilitates understanding of practices of corporate responsibility: (I) Holds from time to time the charitable donation events, support underprivileged children, help people with speech-language and hearing disabilities, engaged actively in social welfare events. (II) Held the ”Delivering warmth into the neighborhood at end of the year” program: 1. Carries forward the value of “take and give to society,” concern for socially vulnerable groups, based on the idea of “benefits the neighborhood, and care for the society” to make a contribution to the community by funding. 2. According to the walkthrough survey, we have discovered that although the society is well-equipped with the social welfare system, many families of socially vulnerable are excluded from the economics support under the provisions of the system, but these usually are families most badly in need of help. 3. Purchased PX Mart gift vouchers of small-denomination and giving out from the Office of the Chief of Village before the end of the year.
VIII. Other information regardingthe ”Corporate ResponsibilityReport” of the companythat is verified bythe certifyingbody: Not applicable.

(VI) Discrepancy from Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons:

I) Discrepancy fromEthical Cor SE/TPEx ListedCompanies and	porate Management Best Practice Princi the reasons:	porate Management Best Practice Princi the reasons:	porate Management Best Practice Princi the reasons:	ples for
Item of Assessment	Operation			Differences with the “Code of Ethical Management and Business Conduct“ of the listed company and the reasons for it
	Yes	No	Remarks
I. Formulate the Policy for Ethical Management (1) Are the Company's guidelines on corporate conduct and ethics provided in internal policies and disclosed publicly? Have the Board of Directors and the senior management team demonstrated their commitments to implement the policies? (2) Has the Company established an evaluation mechanism for the risk of dishonesty behaviors? Does the Company regularly analyze and evaluate business activities with a higher risk of dishonesty in the business scope, and formulate a plan to prevent dishonesty behaviors, which at least covers Paragraph 2 of Article 7 in Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies? (3) Has the Company established relevant policies for preventing any unethical conduct? Are the implementation and reviews of the relevant procedures, guidelines, punishment for violation, and rules of appeal provided in the policies?	✓ ✓ ✓		(1) The company has formulated “Code of Ethics” and “Principles for Ethical Management,” the company upholds the corporate culture of ethics and business conduct. (2) The Company has formulated the “Procedures for Ethical Management and Guidelines for Conduct”, and has established an effective accounting system and internal control system, and the internal auditors conducts regularly audits. (3) The Company has established “Procedures for Ethical Management and Guidelines for Conduct,” and strictly forbids bribing or illegal political donations and so on unethical behavior. If such conduct is found, it should be handled in accordance with relavant regulations.	No significant differences. No significant differences. No significant differences.

Item of Assessment	Operation	Operation	Operation	Differences with the “Code of Ethical Management and Business Conduct“ of the listed company and the reasons for it
	Yes	No	Remarks
II. Realizing and implementing ethical management. (1) Does the Company evaluate records of ethical conducts of the party, and include terms and conditions regarding ethical conducts in the agreement with the party? (2) Has the Company set up dedicated unit in charge of promotion and execution of the company's corporate conduct and ethics, and report to the Board about any operation policies. and plans and supervision on honesty and integrity and prevention of dishonesty on a regular basis (at least once a year)? (3) Does the Company establish conflict of interest preventive policy, provide appropriate channels for making statements, realize and implement it? (4) Does the Company implement ethical management and has already established an effective accounting system, internal control system, and carry out regular audit by internal auditing unit, or has commissioned certified public accountant to conduct the audit?	✓ ✓ ✓ ✓		第 (1) The Company’s personnels avoid business transactions with suppliers, customers, or other counterparties in commercial interactions that is involved in unethical conducts. Transactions with the party will cease immediately upon discovery of such conduct, and will be blacklisted to reject any interactions. (2) The Company Group’s office of general manager and finance section belongs to the same unit that carries out related work and monitors the execution, and compliance to related laws and regulations, and reports regularly to the board of directors. (III) The Company’s “Procedures for Ethical Management and Guidelines for Conduct” provide a complete guideline for the employees. (IV) The Company has set-up an accounting system for the accounting personnels to comply with. In addition, the audit unit carries out auditing work based on the audit plan, and reports regularly to the audit committee and board of directors on the audit situation.	No significant differences. No significant differences. No significant differences. No significant differences. In the future,

Item of Assessment	Operation	Operation	Operation	Differences with the “Code of Ethical Management and Business Conduct“ of the listed company and the reasons for it
	Yes	No	Remarks
(5) Does the Company regularly hold internal and external educational trainings on ethical management?	✓		(5) The Company promotes ethical management procedures at various meetings irregularly. In the future, shall conduct ethical management educational trainings on a regular basis when the need arise.	shall conduct ethical management educational trainings on a regular basis when the need arise.
III. Operations situation of the Company’s system for filing complaints. (1) Does the Company establish systems for filing complaints and rewards, and build up convenient channels for filing complaints and assign dedicated personnel appropriate to handle the respondent? (2) Has the Company established standard operating procedures for investigations on reports, follow- up measures to be taken after the investigation is completed, and related confidentiality mechanisms? (3) Does the Company have	✓ ✓ ✓		(1)The Company provides proper channels for filing complaints and the informant identity and complaint contents are kept confidential. If any conduct is found to be in violation of any provisions of laws or Codes of Ethical Conduct, a complaint should be submitted to the appropriate person. (2) The Company’s dedicated personnel will first find out more about the complaint case, and feedback report to the supervisor of the dedicated unit to evaluate on the matter. All of the processes will be kept strictly confidential. For complaint cases that involve regular staffs, the matter should be reported to the department supervisor. For matters involving directors or top management, it should be reported to the independent directors. (3) All of the processes are kept strictly confidential toprotect the	No significant differences. No significant differences. No significant differences.

Item of Assessment	Operation	Operation	Operation	Differences with the “Code of Ethical Management and Business Conduct“ of the listed company and the reasons for it
	Yes	No	Remarks
measures to protect informant from improper treatment due to filinga complaint?			informant.
IV. Enhancing information disclosure (1) Does the Company discloses the content of its “Procedures for Ethical Management” and results on its website and the Market Observation Post System (MOPS) website of the Taiwan Stock Exchange?	✓		(1)The Company has a website, and depending on the need will establish a dedicated section in the future to disclose related information of ethical management.	No significant differences.
V If the company has formulated its own corporate social responsibility principles in accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies”, please state the differences between the established principles and its operation: no significant differences apply.
VI Other important information that will aid the understanding of the Company’s ethical management operations situation: As of the review and revision of its “Procedures for Ethical Management” and so on situations.: The Company has all along upheld and promoted its ethical management principles for all business exchanges with the suppliers,and strengthened educatingits employees.

(VII) The Company should disclose search method for its corporate governance procedures and related chapters: The Company has established “Corporate Governance Best Practice Principles,” “Rules of Procedure for Shareholders Meetings,” “Rules of Procedure for Board of Directors Meetings,” “Rules for Election of Directors," and internal control and audit systems, in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” the spirit of corporate governance operations and related rules for its execution. Shall strengthen information transparency and board functions and so on measures through the revision of related management procedures, to promote corporate governance operations. For related chapters, please refer to the corporate governance section of the Market Observation Post System (MOPS) website of the Taiwan Stock Exchange (http ： //mops.twse.com.tw/)

(VIII) Other important information that will aid in the increase understanding of corporate governance operations situation, shall be disclosed together: None.

(IX) Execution situation of internal control system:
Statement of internal control ：

JOURDENESS GROUP LIMITED Internal Control System

Date: March 26th, 2020 The Company’s internal control system for the year 2019 is based on the results of selfassessment, statement provided below:

I. The Company knowingly establishes, implements, and maintains internal control systems under the responsibility of the Company’s board of directors and managers. The Company has established such a system. The purpose is for the effects and efficiency (including profits, performance and information security assurance, and so on) of operations, to report the acheivements of the goals of its reliability, timeliness, transparency and meeting related regulations, and in compliance with related provisions of laws, providing reasonable assurance.
II. Internal control system has its intrinsic limitations, regardless of its perfect design, an effective internal control system can only provide reasonable assurance to the acheivement of three of the aforementioned items; Also, the effectiveness of internal control system may change according to the changes in the environment and situations. The Company has a mechanism for self-monitoring for the internal control system. The Company will take actions for corrections upon identifying any faults.
III. The Company establishes rules for the judgement criteria for the effectiveness of the internal control system based on the “Regulations Governing Establishment of Internal Control Systems by Public Companies,” to make judgements on whether the design and execution of the internal control system is effective. The judgement criteria adopted for the internal control system for the aforementioned Regulations, divides the system into five group elements: 1. Control the environment, 2. Risks assessment, 3. Control the activities, 4. Information and communications, and 5. Monitor activities. Each group element includes several criteria. Please refer to the rules of the Regulation for the aforementioned criteria.
IV. The Company has adopted the judgement criteria of the aforementioned internal control system to assess the effectiveness of the design and execution of the internal control system.
V. Based on the aforementioned assessment results, the Company thinks that the internal control system (includes monitoring and management of subsidiaries) of the Company as of December 31st, 2019, including understanding the effects and effectiveness of the target achievements for operations and reporting is considered reliable, timely, transparent, and meets related regulations requirements. The compliance of provisions of related laws for the design and execution of internal control system is considered effective. It can be reasonably assured of the acheivements of the aforementioned goals.
VI. To meet the requirements of Article 4 of the “Taiwan Stock Exchange Corporation Rules for Regulating Primary Listed Foreign Issuers,” in accordance with Article 28 of the aforementioned Regulation, the Company has commissioned a certified public accountant to review the opening period and external financial report of the reliability and information

security guarantee (preventing assets from being acquired, used, or disposed of without authorization) of the internal control system. As mentioned in the preceding item, the design and execution is considered to be effective, and does not impact information security guarantee leading to major faults of assets from being acquired, used, or disposed of without authorization.

VII. This Statement will become major content of the Company’s annual report and released statements, and will be disclosed to the public. Should there be any falsification or hideous intention and so on illegal conduct of the above-mentioned disclosure, shall bear legal liability relating to Article 20, 32, 171, 174, and so on, of the Securities and Exchange Act.
VIII. This statement has been approved by the board of directors on March 26th, 2020, attended by 9 directors with 0 objection. The board agrees unanimously to the contents of the statement, hereby declares.

JOURDENESS GROUP LIMITED

Chairman Signature

General Manager Signature

(X) For the recent year and until the date of publication of the annual report regarding the punishment of internal staffs according to the law, the punishment, main faults and improvement situations by the Company towards staffs who violated the rules of the internal control system: None.
(XI) For the recent year and until the date of publication of the annual report, major decisions by the shareholders’ meeting and board of directors.
Shareholders’ important decision and execution situation:

Date	Meeting	Important decisions	Execution situation
2019.06.25	General Meeting	Recognition of the annual financial statement for fiscal year 2018.	Passed the resolution for recognition, and the execution was completed according to the shareholders’meeting resolution.
		Recognition of the appropriation of earnings for fiscal year 2018.	The resolution was passed, and the Chairman was authorized to set the record date for ex-dividend and related matters. Later on, the record date for ex-dividend was set at July 23th, 2019, and the record date for distributing cash dividend at August15th 2019.
		Resolution forthe amendment of the “Articles of Incorporation of the Company.”	The proposal was approved as proposed after voting, and the execution was completed accordingto the shareholders’ meetingresolution.

2. Important decisions by the board of directors.

Date	Meeting	Important decisions
2019.01.22	The third term 12th meeting	1. Approved the proposal of offering NT$ 750 million of capital increased by cash to subsidiary Joudeness Co. Ltd.
2019.01.23	The third term 1st meeting	1.Approved the cancellation of cash capital increase resolved by the board of directors in the 9th meeting of term 3 on August 6th, 2018.

Date	Meeting	Important decisions
2019.03.19	The third term 13th meeting	1.Approved the business report and consolidated financial statement for the fiscal year 2018. 2. Approved the employees and directors remuneration distribution plan for the fiscal year 2018. 3. Approved the statement for internal control system in the fiscal year 2018. 4. Approved the appropriation of earnings for fiscal year 2018. 5. Approved the case for the evaluation of the independence of the independent auditor. 6. Approved the amendments to the Company’s “Corporate Governance Best Practice Principles.” 7. Approved the formulation of the “Standard Operational Protocol for Responding to Requests from Directors”. 8. Approved the amendments to the Company’s “Procedures for Lending Funds to Other Parties.” 9. Approved the amendments to the Company’s “Procedures for Making of Endorsements/Guarantees.” 10. Approved the amendments of the Company’s “Articles of Incorporation.” 11. Approved the shareholders meeting agenda for the fiscal year 2019.3. 2018 Statement of Internal Control System.6. Amendment to the “Corporate Governance Best Practice Principles” of the company7. Amendment to the “Standard Operational Protocol for Respondingto Requests from Directors”
2019.05.09	The third term 14th meeting	1.Payment of compensation for appointed CPA for the year 2018. 2. Subsidiary Bio-Jourdeness International Group Co., Ltd. (hereinafter, referred to as “Jourdeness International”) factory building project in Chiayi Dapumei Machinery Park – exterior materials (include copper tiles) and landscape architecture project construction contract signing. 3. Subsidiary Bio-Jourdeness International Group Co., Ltd. Ltd. (hereinafter, referred to as “Jourdeness International”) factory building project in Chiayi Dapumei Machinery Park – Primary construction contract agreement and other contract project management labor contract.
2019.07.29	The third term 15th meeting	1. Approved the company loaned US$5.5 million to its subsidiary Bio-Jourdeness International Group Co., Ltd. 2. Approved the company loaned US$2.5 million to its subsidiary Bio-Jourdeness International Group Co., Ltd. 3. Ratification for the Company's credit line and endorsement guarantee of USD 10 million of the subsidiary, Jourdeness (Guangzhou) Cosmetics Co., Ltd. (hereinafter referred to as Jourdeness Cosmetics).

Date	Meeting	Important decisions
2019.08.12	The third term 16th meeting	1. Approved the company loaned US$2.5 million to its subsidiary Bio-Jourdeness International Group Co., Ltd. 2. The subsidiary, Bio-Jourdeness International Co., Ltd., provided a joint guarantee of USD 3 million for the Company's credit line at Taishin Bank. 3. Cancellation of issued new restricted employee shares. 4. The construction project of the Dapumei Biotechnology Park in Chiayi of the subsidiary, Bio-Jourdeness International Co., Ltd., (hereinafter referred to as Bio-Jourdeness International) ~ The signing of a contractor’s letter of intent for
2019.11.07	The third term 17th meeting	1. Approved the company loaned US$5.5 million to its subsidiary Bio-Jourdeness International Group Co., Ltd. 2. Amendment to the Operational Procedure for Lending Funds to Others.
2019.12.27	The third term 18th meeting	1. Proposal of the Company's 2020 audit plan 2. The 2020 annual operating plan and budget of the group’s subsidiaries. 3. Revision of the Company's QP-Group Administration-02-002 director and senior executive remuneration management measures.
2020.03.26	The third term 19th meeting	1. 2019 Business Report and the Consolidated Financial Statement. 2. Approved the employees and directors remuneration distribution plan for the fiscal year 2019. 3. 2109 Statement of Internal Control System. 4. 2019 Earnings distribution proposal 5. Approved the case for the evaluation of the independence of the independent auditor. 6. Payment of compensation for appointed CPA of the year 2020. 7. Proposal on amending the "Articles of Association". 8. The necessity and reasonableness of the aggregate endorsements/guarantees by the Company and its subsidiaries reaching 50 percent or more of the Company's net worth as stated in its latest financial. 9. Revision of the “Management of the Procedures for Preparation of Financial Statements”. 10. The proposal to authorize Bank SinoPac as the Company's bank for custody in Taiwan. 11. The proposal to establish a Taiwan Branch Office within the territory of R.O.C. 12. Amendment to the “Rules of Procedure for Shareholder Meetings”. 13. Amendment to the “Procedures for Election of Directors”.

Date	Meeting	Important decisions
		14. Amendment to the “Regulations Governing Procedure for Board of Directors Meetings”. 15. Amendments to the “Charter of Audit Committee”. 16. Approved the company loaned US$6.5 million to its subsidiary Bio-Jourdeness International Group Co., Ltd. 17. Overall election of all of the Company’s Directors. 18. The shareholders' meeting handled the matters regarding the period for receiving nominations of director candidates (incl. independent director candidates), the number of candidates to be elected, the place for receiving such nominations.
2020.05.07	The third term 20th meeting	1. Distribution of the Company’s 2019 cash dividends. 2. Nomination by the Board of Directors and the review of candidates for director election (incl. independent directors).

(XII) For the recent year and until the date of publication of the annual report, important decisions approved by board of directors with different opinions that are recorded or with written statements raised by directors or supervisors, and its main contents: None.

(XIII) For the recent year and until the date of publication of the annual report, compiled information on the resignation or dismissal situations for the Company’s Chairman, general manager, accounting supervisor, finance supervisor, internal audit supervisor, and R&D supervisor, and so on: None of such situations.

V. Professional fees of the certified public accountant

(I) Table of range for professional fees of the certified public accountant

Name of the accounting firm	Name of the certified public accountant	Name of the certified public accountant	Audit period	Note
Deloitte & Touche, Taiwan	Cheng- Chun Chiu	Tzu-Jung Kuo	2019.01.01- 2019.12.31

Unit for amount: NT$ in thousands

Items for professional fees Amount range	Items for professional fees Amount range	Audit fee	Non-audit fee	Total
1	Less than NT$ 2,000,000		V
2	NT$ 2,000,000 (included)~NT$4,000,000
3	NT$ 4,000,000 (included)~NT$6,000,000	V		V
4	NT$ 6,000,000 (included)~NT$8,000,000
5	NT$8,000,000

	(included)~NT$10,000,000
6	NT$10,000,000 and above

For non-audit related fees to be paid to the CPA, the CPA firm, and its related companies, it the fee is more than 40% of the audit-related fees, shall disclose information relating to the audit and non-audit fees amount and the non-audit service.

Name of the accounting firm	Name of the certified public accountant	Audit fee	Non-audit fee	Non-audit fee	Non-audit fee	Non-audit fee	Non-audit fee	Audit period by CPA	Note
			Design for the system	Business registration	Human resource	Others (Note 2)	Sub-total
Deloitte & Touche, Taiwan	Cheng-Chun Chiu	4,719	0	0	0	334	334	2019.01.01- 2019.12.31	1. Printing expenses of financial reports and traveling allowance of auditors totaled NTD 234 thousand. 3. SOP fee totaled NTD 100 thousand.
	Tzu-Jung Kuo

For changing CPA firm, if the auditing fee for the year of change is lesser than the previous year, shall disclose the auditing fees prior to and after the change, and the reasons for them: None.
If the auditing fees are lesser than the previous one year by 10% and more, shall disclose the reduced audit fee amount, proportion and reason: None.

VI. Changing CPA’s information:None.

VII. Directors, General Manager, managers responsible for finance or accounting matters, if they have worked at a CPA firm or related companies in the recent one year: None.

VIII. In recent year and until the date of publication, directors, supervisors, managers, and shareholders with more than 10% share equity transferred and changes in pledge of stock rights:

(I) Changes in stockholders’ equity for directors, supervisors, managers, and major shareholders

shareholders
Title	Name	2019		As of May31st, 2020
		Increasing (decreasing) number of shares held	Increasing (decreasing) number of pledged shares held	Increasing (decreasing) number of shares held	Increasing (decreasing) number of pledged shares held
Chairman, Strategic Director, and major shareholder (Note 1)	Cheng-Hsiung Chen	(94,000)	－	(28,000)	－
The Board (Note 1)	Cheng-Tzu Chen	(274,093)	－	(7,093)	－
Chairman-cum- general Manager	Chia-Chi Chen	(20,000)	－	－	－
Director	I-Min Chen	－	－	－	－
Director	Yu-Cheng Shen	－	－	－	－
Director	Wei-Kuo Chen	(12,000)	－	－	－

Independent director	Tie-In Jin	－	－		－
Independent director	Yi-Min Shun	－	－	－	－
Independent director	Ming-Fu Wang	－	－	－	－
Chief financial officer of the Group	Hsiao-Hui Cheng	－	－	－	－
Audit manager of the Group	Yu-Ping Liao	－	－	－	－
Chief executive officer of the Group (Note 1)	Yu-Chien Chen	(182,000)	－	15,000	－
Director, Jourdeness International	Ching-Yuan Chang	－	－	－	－
R&D Center Director	Yi-Fen Ou	－	－	－	－
General manager of operations of Bio- Jourdeness Cosmetic (Guangzhou)	Ya Yun Cheng	－	－	－	－

Note 1: Includes changes in number of shares held by using others’ names

(2) Information of relative parties of respondents for the transfer of equity share or pledge of stock rights: None
(3) Information for pledge of stock rights: None

IX 、 Shareholders in the top ten shareholding ratio, relationship information for those who are related to each other or are spouses, or relative within 2nd degree of kinship.

of kinship.
	April 20th, 2019, unit: thousand shares; %
Name	Shareholding		Shares Held By Spouse, Underage Dependents		Shares Held In The Names Of Others		Names or full names and relationships of top ten shareholders who are related or are spouses, or are relatives within 2nd degree of kinship		No te
	Number of Shares	Shareho lding Ratio	Number of Shares	Sharehold ing Ratio	Numb er of Shares	Shareho lding Ratio	Name (Or Full Name)	Relation ship
COREWIN INVESTMENTS LIMITED Representative：Cheng- Hsiung Chen	15,853	26.03					Cheng-Tzu Chen Yu-Chien Chen Li-Yun Huang	Brothers Father and daughter Sister- in-law	No ne
LUCKY ASIA INTERNATIONAL LTD. Representative：Cheng- Tzu Chen	4,487	7.37					Cheng-Hsiung Chen Li-Yun Huang	Brothers Spouse	No ne
TRIMIX INTERNATIONAL LIMITED Representative：Yu- ChienChen	3,809	6.25					Cheng-Hsiung Chen	Father and daughter	No ne
ASIA SINO ENTERPRISES CO., LTD. Representative：Li-Yun Huang	3,332	5.47					Cheng-Tzu Chen	Spouse	No ne
ALIMIENWIDE INT'L INC. Representative：Cheng- Hsiung Chen	2,971	4.88					Cheng-Tzu Chen Yu-Chien Chen Li-Yun Huang	Brothers Father and daughter Sister- in-law	No ne
ACME INVESTMENTS CO., LTD. Representative：Tung- ChouKe	2,485	4.08					-	-	No ne
Acme Investments Co., Ltd. Trust Account for Restricted Shares	2,445	4.01					-	-	No ne
Company investment account the hoster from BankSinopac	1,897	3.11					-	-	No ne
CHARM OCEAN INTERNATIONAL Representative：Cheng- Tzu Chen	1,690	2.77					Cheng-Hsiung Chen Li-Yun Huang	Brothers Spouse	No ne
Hontai Life Insurance Co.,Ltd.	1,200	1.97					-	-	No ne

X. The Company, the Company’s directors, supervisors, managers and businesses in direct or indirect control by the Company, their number of shares of the reinvested businesses, and the consolidated calculation of the comprehensive shareholding ratio.

	March 31st,2020,unit: thousand shares;%	March 31st,2020,unit: thousand shares;%	March 31st,2020,unit: thousand shares;%	March 31st,2020,unit: thousand shares;%	March 31st,2020,unit: thousand shares;%	March 31st,2020,unit: thousand shares;%
Re-investment	Invested by the Company		Investments by directors, supervisors, managers, and businesses with direct or indirect control		Comprehensive investment
	Number of shares	Holding Rate	Number of shares	Ownership percentage	Number of shares	Holding Rate
Jourdeness International	20,500	100	－	－	20,500	100
SUCCESS	6,529	100	－	－	6,529	100
J DEVELOPMENT(HK)	1,000	100	－	－	1,000	100
MY	1,101	100	－	－	1,101	100
Jourdenwell Biomedical	4,000	100	－	－	4,000	100
Jourdeness Cosmetics	－	100	－	－	－	100
Jourdeness Business Management	－	100	－	－	－	100

IV. CAPITAL OVERVIEW

I. Capital and dividend

(I) Source of capital
Issued shares

Unit: Shares in thousands: NT$ in thousands

Month and Year	Par Value	Authorized capital	Authorized capital	Paid-in capital	Paid-in capital	Note	Note	Note
		Shares	Amount	Shares	Amount	Capital Stock	Written off with property other than cash	Other
2010.06	US$1	30,000	US$30,000	0.001	US$0.001	Cash	－	－
2013.05	US$1	30,000	US$30,000	6,529	US$6,529	Share conversion	Share conversion	－
2014.03	US$4.65	30,000	US$30,000	7,600	US$7,600	Rights offering	－	－
2014.05	US$1	30,000	US$30,000	17,100	US$17,100	Capital Surplus and retained earnings transferred to capital	－	－
2014.05	－	100,000	NT$1,000,000	51,591	NT$515,907	Conversion to NT$ share	－	－
2015.10	NT$72	100,000	NT$1,000,000	58,470	NT$584,697	Rights offering (Note 1)	－	－
2016.10	－	100,000	NT$1,000,000	61,115	NT$611,147	Issuance of new restricted employee shares	－	－
2017.1	－	100,000	NT$1,000,000	61,045	NT$610,447	Cancellation of new restricted employee shares	－	－
2017.2	－	100,000	NT$1,000,000	61,155	NT$611,547	Issuance of new restricted employee shares	－	－
2018.4	－	100,000	NT$1,000,000	61,090	NT$610,897	Cancellation of new restricted employee shares	－	－
2018.11	－	100,000	NT$1,000,000	61,000	NT$609,997	Cancellation of new restricted employee shares	－	－

2019.8	－	100,000	NT$1,000,000	60,915	NT$609,147	Cancellation of new restricted employee shares	－	－

Note 1: Approved in official letter issued by the Taiwan Stock Exchange Corporation (TWSE) (Ref. No. TWSE-

10417048561) on September 16th, 2015.

	10417048561) on September 16th, 2015.	10417048561) on September 16th, 2015.	10417048561) on September 16th, 2015.	10417048561) on September 16th, 2015.	10417048561) on September 16th, 2015.
2.	Type of share May31st,2019,Unit: Share
	Type of share	Authorized capital			Note
		Issued shares	Un-issued shares	Total
	Registered Common stock	60,914,700	39,085,300	100,000,000	This share belongs to Shares of listed companies

Related information for the shelf registration system: Not applicable.
(II) State of shareholders

April 20 , 2020

State of shareholders (in number)	Government agencies	Financial institutions	Corporate Shareholder	Domestic natural persons	Foreign Institutions and Natural Persons	Total
Number of persons	0	9	38	5,565	39	5,651
Shareholdings (in thousands)	0	2,383	3,432	16,211	38,889	60,915
Ownership percentage	0.00	3.91	5.64	26.61	63.84	100.00
Note: The Company does not have share ownerships from mainland investments.

(III) Shareholding Distribution Status：

April 20th , 2020

Shareholding Distribution Status：			April 20th,2020
Class of shareholding	Number of Shareholders	Shareholding (Shares)	Shareholding Percentage (%)
1 to 999	1,814	18,088	0.03
1,000 to 5,000	3,365	5,851,926	9.61
5,001 to 10,000	246	1,908,000	3.13
10,001 to 15,000	73	949,160	1.56
15,001 to 20,000	43	793,000	1.30
20,001 to 30,000	35	918,000	1.51
30,001to 50,000	22	892,000	1.46
50,001 to 100,000	19	1,397,946	2.30
100,001to200,000	12	1,950,303	3.20
200,001 to 400,000	6	1,656,726	2.72
400,001to 600,000	2	85,900	1.41
600,001 to 800,000	2	1,585,000	2.60
800,001 to 1,000,000	1	895,000	1.47
Class is determined based on actual situation for 1,000,001 and above.	11	41,240,551	67.70
Total	5,651	60,914,700	100.00

(IV) List of Major Shareholders

Name, number of shares, and proportion of shareholders with shareholder equity at 5% and more, or top ten shareholders:

April 20th, 2020 Unit: NT$ in thousands; shares in thousands %

Shares Names of major shareholders	Shares owned	Shares owned ratio
COREWIN INVESTMENTS LIMITED Representative：Cheng-Hsiung Chen	15,853	26.03
LUCKY ASIA INTERNATIONAL LTD. Representative：Cheng-Tzu Chen	4,487	7.37
TRIMIX INTERNATIONAL LIMITED Representative：Yu-Chien Chen	3,809	6.25
ASIA SINO ENTERPRISES CO., LTD. Representative：Li-Yun Huang	3,332	5.47
ALIMIENWIDE INT'L INC. Representative：Cheng-Hsiung Chen	2,971	4.88
ACME INVESTMENTS CO., LTD. Representative：Tung-Chou Ke	2,485	4.08
Acme Investments Co., Ltd. Trust Account for Restricted Shares	2,445	4.01
Company investment account the hoster from Bank Sinopac	1,897	3.11
CHARM OCEAN INTERNATIONAL Representative：Cheng-Tzu Chen	1,690	2.77
Hontai Life Insurance Co., Ltd.	1,200	1.97

(V) Market Prices, book value, Earnings, and Dividends Per Share in recent two years

Unit: NT$ /thousand shares

Item	Year	Year	2018 (Note 1)	2019 (Note 1)	Prior Year Until 2020/5/31 Note 2
Market prices per share	Highest		152.50	133.50	130.00
	Lowest		48.20	93.00	58.70
	Average		96.59	108.79	90.96
Net worth per share	Before distribution		31.86	34.57	34.05
	After distribution		27.17	30.40	－
Earnings per Share	Weighted average number of shares		58,470	58,470	58,470
	Earnings per share		9.02	8.05	(0.26)
Dividend per share	Cash dividends	Earnings	4.5	4	－
		Capital reserve	－	－	－
	Distribution of bonus shares	Retained earnings	－	－	－
		Capital reserve	－	－	－
	Accumulated unpaid dividends		－	－	－
Return on Investme nt	P/E ratio		10.71	13.51	－
	Ratio of dividends/price to dividends ratio		21.46	27.18	－
	Cash dividends yield		4.66	3.68	－

Note 1: The aforementioned Company’s financial statement has been audited or reviewed by the independent auditor. Note 2: The independent auditor has reviewed data for book value per share and earnings per share as of Quarter 1 of 2020; Other data as of date of publication for 2019 annual report should be filled in.

Note 3: Appropriation of earnings for fiscal year 2019 has been resolved by the board of directors at NT$4 cash dividend per share, pending for approval by shareholders’ meeting.

(VI) Dividends Policy and Implementation Status:

On June 22nd, 2017, the shareholders’ meeting passed the special resolution for the Company’s Article of Incorporation:

The Company is currently growing that comes with capital expenditure, sales expansion and a complete financial plan, the various needs for sustainable development arise. The Company’s dividends policy shall be based on the Company’s future capital expenses budget and capital needs. Cash dividends and/or stock dividends will be distributed to the Company’s shareholders.

Besides subject to related regulations, the Company will make the following distribution arrangements should there be profits before tax: (1) Employees’ remuneration at more than 1% but not more than 5% (including the Company’s employees and/or employees of affiliated companies (hereinafter, referred to as “employees remuneration”); and (2)Directors’ remuneration (hereinafter referred to as “directors’ remuneration”) at not more than 3%. Regardless of the aforementioned situation, if the Company still has accumulated losses from

the previous fiscal year for this fiscal year, the Company shall reserve in advance a replenishing amount prior to the distribution of the employees and directors remuneration. In accordance with the laws of Cayman Islands, laws governing listed companies and Article 139, which states that a company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, the employees and directors remuneration should be distributed in the form of cash and/or shares. And in addition thereto a report of such distribution shall be reported to the shareholders’ meeting.

Additionally, government regulations, if there are earnings for the Company’s annual financial statement, the board of directors shall establish appropriation of earnings plan in the method and order as listed below, and shall be submitted to the shareholders’ meeting for approval:

  - (a) Set aside the amount to pay legal taxes;

  - (b) Replenish accumulated losses from all the previous years, if any;

  - (c) In accordance to legal regulations, distribute 10% as legal reserve, but when legal reserve has reached the same amount as paid-in capital, it is not covered here;

  - (d) Distribute special surplus reserve according to laws regulating listed companies or as requested by competent authority; and

  - (e) Deduct aforementioned amount for items (a) to (d) from the earnings for that year, add accumulated undistributed earnings from previous period as distributable earnings, and the board of directors should propose and submit the dividend distribution plan to the annual general meeting for approval according to relevant laws before starting the distribution. Dividends should be distributed in the form of cash dividend and/or stock dividend in accordance with the Cayman Islands law. Dividends amount should be a minimum of 10% of the profits after deducting the aforementioned items (a) to (d), and cash dividends distribution ratio should be no less than 10% of the total amount of the shareholders dividends, with a cap of 100%.

Dividends distribution proposal status for the current fiscal year:
- Appropriation of earnings for the fiscal year 2019 has been approved by the board of
- directors on March 26th, 2020. Cash dividend for shareholders is NT$4 per share, for a total of NT$243,658,800, pending for approval at the shareholders’ meeting.
(VII) The influence of the distribution of bonus shares to the Company’s business performance and earnings per share as proposed in the shareholders’ meeting this time: :None of such situation, not applicable.
(VIII) Employees, directors and supervisors remuneration:
The amount or range of the remuneration for the employees, directors, and supervisors under the Company’s Articles of Incorporation.
- The amendment of the Company’s Articles of Incorporation, Article 129, has been approved by the shareholders’ meeting on June 22nd, 2017.
- Besides subject to related regulations, the Company will make the following distribution arrangements should there be profits before tax: (1) Employee remuneration at not more than 5% and not less than 1% (including employees of

the Company and/or affiliated companies (hereinafter referred to as “employees’ remuneration”); and (2)Directors remuneration at not more than 3% (hereinafter referred to as “directors’ remuneration”). Regardless of the aforementioned situation, if the Company still has accumulated losses from the previous fiscal year for this fiscal year, the Company shall reserve in advance a replenishing amount prior to the distribution of the employees and directors remuneration. In accordance with the laws of Cayman Islands, laws governing listed companies and Article 139, which states that a company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, the employees and directors remuneration should be distributed in the form of cash and/or shares. And in addition thereto a report of such distribution shall be reported to the shareholders’ meeting.

The base of estimation for employees’, directors’, and supervisors’ remuneration for the current period estimation is based on the base calculation of share numbers for employees’ remuneration under share distribution, and the differences between actual distributed amount and the estimated share number amount:
The current period estimation for employees and directors remuneration is in accordance with the Company’s Articles of Incorporation. It has been approved by the board of directors on March 19th, 2019, and there are no differences, pending for reporting at the shareholders’ meeting.
Situation of remuneration distribution approved by the board of directors: (1) The employees and directors remuneration distributed in the form of cash or stock. When differences arise between the recognized expenses and the estimated amount for the year, the difference in amount, reasons, and handling situation should be disclosed.

Allotment items	Number of shares for allotment proposed by the board of directors	Annual estimation of recognized expenses	Differences in number	Reason for differences
Employees remuneration (Cash)	NT$ 5,103,637	NT$5,103,637	－	－
Directors remuneration	－	－	－	－

(2) The proportion of employees’ remuneration amount distributed in the form of stock is to profit after tax, and total amount of employee remuneration: None.

When differences arise between the actual distribution situation of remuneration for employees and directors in the previous year (including share number allotment, amount and stock price), and the recognized employees’ and directors’ remuneration, the difference in the amount, reasons and handling situation should be stated clearly.
The Company’s appropriation of earnings for fiscal year 2018 has been approved by the board of directors and the 2019 Annual General Meeting. The employees’ bonus distribution is NT$5,294,397, and there is no distribution for directors’ remuneration.

There are no differences between the actual distribution amount and the actual allotment situation.

(IX) The situation of buying back the Company’s stocks: None.

II. Status of Corporate bonds

Status of corporate bonds

Status of Corporate bonds Status of corporate bonds	Status of Corporate bonds Status of corporate bonds

Types of corporate bonds	Transfer of corporate bonds without endorsements for the first time in Republic of China
Date of issue	December 28th, 2018
Amount	NT$100,000
Place of issue and listing	Republic of China
Par Value	Atpar value
Total	NT$750,000,000
Interest	Coupon rate 0%
Expirationperiod	3-yearperiod with expiration date: December 28th ,
Guarantee organization	Not applicable
Fiduciary	Trust department of Bank Sinopac
Underwriter	Bank Sinopac
Certified lawyer	KPMG Taiwan, lawyer Tien-Yen Chung
Certified public accountant	Deloitte & Touche, Taiwan CPA Cheng-Chun Chiu, CPA Tzu-JungKuo
Repayment method	Besides bond holders’ conversion of shares to the Company’s common stock according to Article 10 of the regulations relating to issuance and conversion of shares, or Article 18 of the aforementioned regulation to exercise re-purchase rights, and the Company
Outstanding principal amount	NT$750,000,000
Terms and conditions for redemption orpre-payment	Buy back in advance according to Article 17 of regulation for issuance and conversion
Restrictive covenants	In accordance with Article 7 and Article 25 of the regulation for issuance and conversion: Article 7: The Company’s convertible bond are bond without warrant, after the issuance of the convertible bonds, the Company will issue or privately acquire other bond with warrant or convertible bond with warrant, the Company’s convertible bond shall be set as the same class of loan or lien of same sequence as compared to bond with warrant or convertible bond with warrant. Article 25: Matters not mentioned herein in the Company’s rules for the issuance or transfer of convertible bond, its handling shall be subject to related laws.

Credit rating of convertible bonds – institution name,date and results	Credit rating of convertible bonds – institution name,date and results	Not applicable
Other rights	As of date of publication of the annual report, the amount of common stocks already converted (exchanged or employee stock), overseas depository receipt or other securities.	No conversion amount
	Issuance and conversion (exchange or subscription) rules	Please refer to the Regulations governing first time corporate bonds issuance and conversion in the Republic of China.
The issuance and conversion, exchange, or subscription rules, the possible dilution conditions and influence on shareholders' equity caused by the terms of issuance.		Please refer to the Regulations governing first time corporate bonds issuance and conversion in the Republic of China.
Custodian		Not applicable

Information for the convertible bond

Types of	corporate bonds	Transfer of corporate bonds without endorsements for the first time in Republic of China	Transfer of corporate bonds without endorsements for the first time in Republic of China
Items	Fiscal	2019	April 30th, 2020
Market price of convertible corporate bonds	Highest	120.20	121.00
	Lowest	104.80	99.00
	Average	109.91	106.59
Conversion price		－	－
Date of issue Conversion price at time of issue		December 28th, 2018 NT$ 111
Fulfillment of obligations		Delivery by new share issuance method

III. Preferred shares: None

IV. Issuance of Overseas Depositary Shares: None.

V. Status of Employee Stock Option Plan: None.

VI. Status of New Restricted Employee Shares

(I) Status of New Restricted Employee Shares

atus of New Restricted Employee Shares s of New Restricted Employee Shares	atus of New Restricted Employee Shares s of New Restricted Employee Shares	atus of New Restricted Employee Shares s of New Restricted Employee Shares
April 30th,2020,Unit: Shares；NT$
Types of New Restricted Employee Shares	2016 First Time New Restricted Employee Shares
Application effective date	August 2,2016
Date of issue	August 30th,2016	December 28th,2016
Number of New Restricted Employee Shares Issued	2,645,000 shares	110,000股
Issueprice	Distribution of bonus shares	Distribution of bonus shares
Ratio of number of new restricted employee shares issued to total number of shares issued	4.34%	0.18%
Vested conditions of new restricted employee shares	1. Employees who have been in service for a continuous period of five years after being granted new restricted employee shares. Employees who have obtained a performance evaluation of A and above each year from the first year to fifth year of service meet the Company’s performance target, and have not been in violation of any laws, labor contract, work rules (hereinafter referred to as “non-competition and confidentiality consent form") and so on other agreements with the Company within the five-year period, receive a 30% share. 2. Employees who have been in service for a continuous period of ten years after being granted new restricted employee shares. Employees who have obtained a performance evaluation of A and above each year from the sixth year to tenth year of service meet the Company’s performance target, and have not been in violation of any laws, labor contract, work rules (hereinafter referred to as “non-competition and confidentiality consent form") and so on other agreements with the Companywithin the ten-yearperiod,receive a 70% share.
Restricted rights of new restricted employee shares	1. Employees who are allocated new shares before they meet the vested conditions, they should not sell, pledge, transfer, donate to others, set or dispose of in any ways of the new restricted employee shares, with the exception of inheritance. For employees who meet the vested conditions, the shares shall be distributed from the trust account to their individual depository account,in accordance to the agreement of the trust custodycontract.

2. The attendance, proposals, speeches, voting and voting rights of the shareholders' meeting shall
be executed in accordance with the trust custody contract.
3. Employees who are allocated new restricted employee shares according to this rule, who have
not met the vested conditions, will obtain rights similar to the common stocks already issued by
the Company (including but not limited to: cash dividends, stock dividends, capital reduction,
capital surplus cash (stock), new subscription rights for cash capital increase by original
stockholder, and any rights from various legal allotment matters arising from merger, division, or
shares transfer.
4. For employees who have achieved the vested conditions during this period between the
Company’s book closure date for issuance of bonus shares, book closure date for cash dividends,
book closure period for shareholders’ meeting as specified in Section 3 of Article 165, or other
book closure period for statutory suspension of happening facts until the date of the distribution
of rights, the procedures and the removal of the restricted time for the vested shares are executed
in accordance with the trust custody contract.
5. After the issuance of the new restricted employee shares, it should be delivered directly to the
trust custody immediately. Employees may not request the trustee to return the new restricted
employee shares for anyreason or manner until the conditions are fulfilled.

Custody situation of new restricted
employee shares

After the issuance of the new restricted employee shares, the shares must be delivered to the trust
custody immediately. Employees may not request the trustee to return the new restricted
employee shares for anyreason or manner until the vested conditions are fulfilled.

Handling method for employees who do
not meet vested conditions after being
allocated or have subscribed to new
shares.

1. In the ten years the employees are allocated new restricted employee shares, those who have
voluntarily resigned, have been dismissed or repatriated by the Company, have retired, have
personally applied for transfer to affiliated companies, have previously been allocated shares, the
employees who voluntarily resigned, dismissed, repatriated by the Company, retired, transferred
to affiliated companies, and have not acquired the shares at the effective date, the Company
should recover the shares from the employee without compensation.
2. In the ten years after being allocated the new restricted employee shares, for the employee whom
the Company authorize temporary leave without salary (including but not limited to childcare,
injury, military service, and so on), it is deemed that the employee does not meet the vested
conditions during this period of time. Employees are entitled to reinstate their interests within the
scope of the share placement in the year in which they resumed their duties in accordance with
theprovisions of Section 3 of this Article. However,after the employee has resumed their duties

	and the actual allocated number of shares for the year, the Company’s Chairman should re- approve the proportion and time limit for achieving the vested conditions with reference to the factors in Section 2 of Article 3. In addition, the period for vested conditions shall be pushed back in accordance with the duration of the temporary leave without salary. 3. After the allocation of the new restricted employee shares, for employees who (1) do not meet performance target of 70% of the vested conditions in accordance with Section 3 of this Article for three consecutive years, the Company should recover any remaining shares without bonus from the employees who do not meet the vested conditions. For employees (2) who are given annual allotment shares but have not met 100% of the vested conditions, the Company retains the rights to allot the shares according to the rate of achievement of the performance target and vested rate, or to recover any shares without bonus from the employees who do not meet the vested conditions for the year. 4. If the need arises from the Company’s operations and the employee is required and approved by the Company to transfer to its affiliated company. 5. For the shares that have not been acquired at the effective date of the transfer to the affiliated company, the Company’s Chairman should re-approve the proportion and time limit for achieving the vested conditions with reference to the factors in Section 2 of Article 3. 6. Employees are entitled to the stock dividend and distribution during the acquiring period, and the Company agrees to give to the employees for free. It will not be different as to whether or not it has met the vested conditions. 7. The employee who terminates or cancels the authorization of the Company as the appointed agent in violation of the provisions of Section 7 and 8 of this Article before the vested conditions are fulfilled, the Company may recover all of the vested shares from the employee without compensation.	and the actual allocated number of shares for the year, the Company’s Chairman should re- approve the proportion and time limit for achieving the vested conditions with reference to the factors in Section 2 of Article 3. In addition, the period for vested conditions shall be pushed back in accordance with the duration of the temporary leave without salary. 3. After the allocation of the new restricted employee shares, for employees who (1) do not meet performance target of 70% of the vested conditions in accordance with Section 3 of this Article for three consecutive years, the Company should recover any remaining shares without bonus from the employees who do not meet the vested conditions. For employees (2) who are given annual allotment shares but have not met 100% of the vested conditions, the Company retains the rights to allot the shares according to the rate of achievement of the performance target and vested rate, or to recover any shares without bonus from the employees who do not meet the vested conditions for the year. 4. If the need arises from the Company’s operations and the employee is required and approved by the Company to transfer to its affiliated company. 5. For the shares that have not been acquired at the effective date of the transfer to the affiliated company, the Company’s Chairman should re-approve the proportion and time limit for achieving the vested conditions with reference to the factors in Section 2 of Article 3. 6. Employees are entitled to the stock dividend and distribution during the acquiring period, and the Company agrees to give to the employees for free. It will not be different as to whether or not it has met the vested conditions. 7. The employee who terminates or cancels the authorization of the Company as the appointed agent in violation of the provisions of Section 7 and 8 of this Article before the vested conditions are fulfilled, the Company may recover all of the vested shares from the employee without compensation.
New restricted employee shares that are recovered or purchased Number of shares	310,000 shares	0
Number of shares in which the new restricted shareshave been released	0	0
Number of shares in which the new restricted shareshavenot been released	2,335,000 shares	110,000 shares
Ratio of the number of shares in which the new restricted shares have not been	3.83%	0.18%

released to the number of total issued shares Calculation is based on the number of issued shares in circulation and the vested period at the time The effect on shareholders' equity of issue. Its earnings per share dilution is limited, therefore, it does not have any major effects on shareholders’ equity.

(II) New Restricted Employee Shares Granted to Management Team and to Top 10 Employees

April 30th, 2020, Unit: Shares ； NT$

	Title	Name	Number of New Restricted Employee Shares Acquired	Proportion of Number of New Restricted Employee Shares Acquired Is to the Total Number of Issued Shares	Restricted rights have been released	Restricted rights have been released	Restricted rights have been released	Restricted rights have been released	Restricted rights have not been released	Restricted rights have not been released	Restricted rights have not been released	Restricted rights have not been released
					Number of shares in which the restrictions have been released	Par Value	Amount of the issued shares	Number of shares in which the restrictions have not been released	Number of shares in which the restrictions have not been released	Par Value	Amount of the issued shares	Number of shares in which the restrictions have not been released
Management team	General Manager of the Jourdeness Group	Chia-Chi Chen	835,000	1.37%	0	Bonus Distribu tion	-	0	835,000	Bonus Distribu tion	-	1.37%
	Chief Executive Officer, Jourdeness Group	Yu-Chien Chen
	Chief Financial Officer, Jourdeness Group	Hsiao-Hui Cheng
	Director, Jourdeness International	Ching-Yuan Chang
	General manager, Jourdeness Cosmetics	Ya Yun Cheng

	Deputy factory manager of Jourdeness International and director of 3 R&D centers of Jourdeness (Guangzhou) Cosmetic Co., Ltd	Yi-Fen Ou
	Head of International Operations Division, Jourdeness International	Lai Hsiu Hui
Employee	~~E~~mployee	Ching-Lu Liao	1,045,000	1.72%	0	Bonus Distribu tion	-	0	1,045,000	Bonus Distribu tion	-	1.72%
		Yu-Hsuan Lin
		Pei Chin
		Ting-Hsing Teng
		Jui-Sheng Huang
		Ya-Wen Hsu
		Chia-Hui Hsu
		Mei-Chun Wang
		Hsiu-Fen Hsu
		Chin-Yan Lin

VII. Status of New Share Issuance in Connection with Mergers and Acquisitions: None.

VIII. Execution Status for Capital Utilization Plan

Transfer of corporate bonds without endorsements for the first time in Republic of China (I) Project content
Date of Approval and Approved Document Number by Competent Authorities for Business Objectives in Taiwan: September 13th , 2018, Ref No. FSC-1070333549 and FSC-10703335491 (Issued by the Financial Supervisory Commission R.O.C. (Taiwan)).
Total amount of capital required by this project: NT$1,846,077,000.
Source of capital:
- (1) Cash capital increase through new shares issuance (acquired letter issued by Competent Authorities for Business Objectives in Taiwan, the Financial Supervisory Commission R.O.C. (Taiwan), FSC-108030334 abolishing offering, on February 1st, 2019).
  - A. Amount: NT$10
  - B. Shares: 2,000,000
  - C. Issue price: provisional NT$120 per share
  - D. Offering amount: NT$240,000,000
- (2) Transfer of corporate bonds without endorsements for the first time in Republic of China
  - A. Amount: NT$10
  - B. Volume: 7,500 shares
  - C. Period: 3 years
  - D. Coupon rate: Annual interest rate 0%
  - E. Issue price: at par value

(3) Cash flow generated from operations: NT$1,096,077,000

4. Financing plans and implementation

Unit: NT$ in thousands

					Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands	Unit: NT$ in thousands
Plan Item	Expected completi on date	Required total amount of capital			Expectedimplementation
				Paid	2018		2019				2020				2021
					Quarter 3	Quarter 4	Quarter 1	Quarter 2	Quarter 3	Quarter 4	Quarter 1	Quarter 2	Quarter 3	Quarter 4	Quarter 1	Quarter 2	Quarter 3	Quarter 4
Newly- added plant equipm ent	Quarter 4,2021	Current offering	750,000	－	－	30,198	208,661	511,141 Note:	－	－	－	－	－	－	－	－	－	－
		Cash flow generated from operations	1,096,077	151,167 Note:	3,276	－	－	8,435	111,735	109,576	113,645	150,484	165,423	154,791	66,607	34,422	11,482	15,034
Total			1,846,077	151,167	3,276	30,198	208,661	519,576	111,735	109,576	113,645	150,484	165,423	154,791	66,607	34,422	11,482	15,034

Note: The offering’s amount of NT$400,000,000, it is expected that in quarter two of 2019, will pay back the loan for subsidiary Bio-Jourdeness International Group Co., Ltd. to the Land Bank of Taiwan. The loan is to support the purchase of the land required for the new plant with a total amount of $528,282,000. Out of this amount, there is already self-paid capital support for

$128,282,000, and the remaining $400,000,000 is borrowed from the bank. To express the authenticity and integrity of the project, this amount will be listed as new plant equipment of this project.

(II)Actual implementation

				March 31st,2020 Unit: NT$ in thoustand Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Reasons and improvement plans for plans that are ahead or behind schedule 2018 2019 2019 2019 2019 2020 Quarter 4 Quarter 1 Quarter 2 Quarter 3 Quarter 4 Quarter 1 30,198 208,661 511,141 0 0 0 Note 1 0 0 400,000 6,256 65,234 148,073 4.03% 27.82% 68.16% 0% 0% 0% 0.00% 0.00% 53.33% 0.84% 8.69% 19.74% 30,198 238,859 750,000 750,000 750,000 750,000 0 0 400,000 406,256 471,490 619,563 4.03% 27.82% 100.00% 100.00% 100.00% 100.00% 0.00% 0.00% 53.33% 54.17% 62.86% 82.60%	March 31st,2020 Unit: NT$ in thoustand Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Reasons and improvement plans for plans that are ahead or behind schedule 2018 2019 2019 2019 2019 2020 Quarter 4 Quarter 1 Quarter 2 Quarter 3 Quarter 4 Quarter 1 30,198 208,661 511,141 0 0 0 Note 1 0 0 400,000 6,256 65,234 148,073 4.03% 27.82% 68.16% 0% 0% 0% 0.00% 0.00% 53.33% 0.84% 8.69% 19.74% 30,198 238,859 750,000 750,000 750,000 750,000 0 0 400,000 406,256 471,490 619,563 4.03% 27.82% 100.00% 100.00% 100.00% 100.00% 0.00% 0.00% 53.33% 54.17% 62.86% 82.60%	March 31st,2020 Unit: NT$ in thoustand Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Reasons and improvement plans for plans that are ahead or behind schedule 2018 2019 2019 2019 2019 2020 Quarter 4 Quarter 1 Quarter 2 Quarter 3 Quarter 4 Quarter 1 30,198 208,661 511,141 0 0 0 Note 1 0 0 400,000 6,256 65,234 148,073 4.03% 27.82% 68.16% 0% 0% 0% 0.00% 0.00% 53.33% 0.84% 8.69% 19.74% 30,198 238,859 750,000 750,000 750,000 750,000 0 0 400,000 406,256 471,490 619,563 4.03% 27.82% 100.00% 100.00% 100.00% 100.00% 0.00% 0.00% 53.33% 54.17% 62.86% 82.60%	March 31st,2020 Unit: NT$ in thoustand Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Reasons and improvement plans for plans that are ahead or behind schedule 2018 2019 2019 2019 2019 2020 Quarter 4 Quarter 1 Quarter 2 Quarter 3 Quarter 4 Quarter 1 30,198 208,661 511,141 0 0 0 Note 1 0 0 400,000 6,256 65,234 148,073 4.03% 27.82% 68.16% 0% 0% 0% 0.00% 0.00% 53.33% 0.84% 8.69% 19.74% 30,198 238,859 750,000 750,000 750,000 750,000 0 0 400,000 406,256 471,490 619,563 4.03% 27.82% 100.00% 100.00% 100.00% 100.00% 0.00% 0.00% 53.33% 54.17% 62.86% 82.60%	March 31st,2020 Unit: NT$ in thoustand Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Reasons and improvement plans for plans that are ahead or behind schedule 2018 2019 2019 2019 2019 2020 Quarter 4 Quarter 1 Quarter 2 Quarter 3 Quarter 4 Quarter 1 30,198 208,661 511,141 0 0 0 Note 1 0 0 400,000 6,256 65,234 148,073 4.03% 27.82% 68.16% 0% 0% 0% 0.00% 0.00% 53.33% 0.84% 8.69% 19.74% 30,198 238,859 750,000 750,000 750,000 750,000 0 0 400,000 406,256 471,490 619,563 4.03% 27.82% 100.00% 100.00% 100.00% 100.00% 0.00% 0.00% 53.33% 54.17% 62.86% 82.60%	March 31st,2020 Unit: NT$ in thoustand Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Reasons and improvement plans for plans that are ahead or behind schedule 2018 2019 2019 2019 2019 2020 Quarter 4 Quarter 1 Quarter 2 Quarter 3 Quarter 4 Quarter 1 30,198 208,661 511,141 0 0 0 Note 1 0 0 400,000 6,256 65,234 148,073 4.03% 27.82% 68.16% 0% 0% 0% 0.00% 0.00% 53.33% 0.84% 8.69% 19.74% 30,198 238,859 750,000 750,000 750,000 750,000 0 0 400,000 406,256 471,490 619,563 4.03% 27.82% 100.00% 100.00% 100.00% 100.00% 0.00% 0.00% 53.33% 54.17% 62.86% 82.60%	March 31st,2020 Unit: NT$ in thoustand Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Capital utilization Reasons and improvement plans for plans that are ahead or behind schedule 2018 2019 2019 2019 2019 2020 Quarter 4 Quarter 1 Quarter 2 Quarter 3 Quarter 4 Quarter 1 30,198 208,661 511,141 0 0 0 Note 1 0 0 400,000 6,256 65,234 148,073 4.03% 27.82% 68.16% 0% 0% 0% 0.00% 0.00% 53.33% 0.84% 8.69% 19.74% 30,198 238,859 750,000 750,000 750,000 750,000 0 0 400,000 406,256 471,490 619,563 4.03% 27.82% 100.00% 100.00% 100.00% 100.00% 0.00% 0.00% 53.33% 54.17% 62.86% 82.60%
Financing plans	Expected/Actual		Required capital Total	Capital utilization	Capital utilization	Capital utilization	Capital utilization	Capital utilization	Capital utilization	Reasons and improvement plans for plans that are ahead or behind schedule
				2018	2019	2019	2019	2019	2020
				Quarter 4	Quarter 1	Quarter 2	Quarter 3	Quarter 4	Quarter 1
Newly- added plant Equipment	Used amount	Expected	750,000	30,198	208,661	511,141	0	0	0	Note 1
		Actual	0	0	0	400,000	6,256	65,234	148,073
	Implementation Progress(%)	Expected	100%	4.03%	27.82%	68.16%	0%	0%	0%
		Actual	0.00%	0.00%	0.00%	53.33%	0.84%	8.69%	19.74%
Total	Used amount	Expected	750,000	30,198	238,859	750,000	750,000	750,000	750,000
		Actual	0	0	0	400,000	406,256	471,490	619,563
	Implementation Progress(%)	Expected	100%	4.03%	27.82%	100.00%	100.00%	100.00%	100.00%
		Actual	0.00%	0.00%	0.00%	53.33%	54.17%	62.86%	82.60%

Note 1: The total amount of funds raised by the Company as of December 28, 2018 was NTD 750,000 thousand, and the fund was planned to be fully utilized on new plant equipment. The new plant and equipment are expected to be in operation and start to generate profits in year 2022. The Company has completed the capital increase of Bio-Jourdeness International on April 1, 2019. Bio-Jourdeness International immediately repaid NTD 400 million of borrowings from Land Bank in April 2019 according to the scheduled capital utilization plan, and successively paid the installment of exterior and interior design fees, construction and exterior engineering expenses in Q3, Q4 of 2019, and Q1 of 2020 with totals of NTD 6,256 thousand, 65,234 thousand and NTD 148,073 thousand, respectively. As of Q2 of 2019, the original schedule of fund utilization was NTD 750 million. However, as of the Q1 of 2020, the total actual expenditure was NTD 619 million, with an implementation rate of 82.6%. The main reason was the delay in the project due to matters such as the addition of elevators for restaurants and changes in landscape design, which caused the discrepancy between the Company’s actual use of funds and the plan.

==> picture [71 x 57] intentionally omitted <==

V. BUSINESS OPERATIONS

I. BUSINESS SCOPE

(I) Scope of operations
Scope of operations
(1) Primary scope of the Company’s operations

The Company has more than 640 skin care and spa direct and franchise chain stores in Taiwan, Mainland China and Malaysia, a large international beauty care group that has beauty products research and development (R&D), sales, beauty courses services in one line. The Company is committed to “becoming a leader in the beauty industry into the future” and a corporate vision of “honesty, trust, sustainable management,” providing top beauty care products and course services to female consumers. The Company has continued to provide consumers with high quality services and won the trust and good reputation among the oriental female consumers, from Taiwan to the booming Mainland China market

Primary scope of the Company’s operations as follows:

A. Beauty and spa courses and products’ R&D, manufacturing and sales.
B. Management and promotion activities of the franchise chain stores.
C. Management of the direct stores.

(2) Composition of operations

Unit: NT$ in thousands;%

Year Primary scope	2018	2018	2019	2019	2020 Q1	2020 Q1
	Amount	%	Amount	%	Amount	%
Product sales revenue	1,255,720	40.40	1,567,244	48.19	287,137	52.69
Income from course service charge	1,820,165	58.55	1,596,852	49.10	243,576	44.70
Others	32,611	1.05	88,169	2.71	14,257	2.61
Total	3,108,496	100.00	3,252,265	100.00	544,970	100.00

(3) Current commodities (services) items

Product
	Primary series	Demand	Effectiveness
categories

Beauty and personal care Product categories			Uses highly concentrated 15%
		Uses mandelic acid formula
	Mandelic Acid		mandelic acid ingredient, which can
		to soften the old cuticle and	effectively removes old cuticles,
	Beauty Series
		renew it.	and uses special type of algae to

			strengthen moisturizing effect.

Product
	Primary series	Demand	Effectiveness
categories

			Added Selaginella lepidophylla
			Extract as the key ingredient, also
			called the Rose of Jericho, through
	Extra-hydrating	Keeping moisture and	the plant’s secondary metabolites,
			complex enzyme, and responsive
	Brightening	eradicate fine lines. Giving it
			elements for the coordinating
	Series	a moisture and hydrated skin.
			effects, can prevent serious damage
			during the dry period, and improve
			its restorative ability during the
			rehydration period.
			Traditional whitening contents
			such as tranexamic acid,
		Sales is good during	nicotinamide with patented
	Platinum
			ingredients “CARITAS” whitening
		summer, it has the function
	Intensive		factor, and invited HRF
		of keeping skin fresh without
	Whitening Series		professional fragrance expert from
		burning
			France to give the product a unique

			smell and effect mixing various
			types of organic essential oils.
			Uses Jourdeness' exclusive
			innovative new raw material
		Naturally-sourced	“CARITAS BA-5”to increase skin
	BA-5 Muscle
			glow, elasticity and moisture,
		ingredients can have an
	Anti-wrinkle		strengthen the absorption of
		effect on the skin, allowing
	Series		effective ingredients and
		moisture to deeply penetrate.
			Jourdeness' patented raw materials

			“CARITAS JD” whitening factor,
			will achieve the whiteningeffect.
		Highly effective moisturizer
			The compound anti-aging extract
	Extra-
		penetrates deeply through
			is able to smooth fine lines,
	penetrating	the cuticle layer, giving the
			diminish wrinkles and provide skin
	Firming	skin brightness and fine
			with rich nutrition.
		lines.

		Designed for combination
		skin type, using vitamin B3	1. Conditioning: Natural essence
		as the primary ingredient to
			skin conditioner, reduces acne from
		improve metabolism of the
			growing, improves clogged pores
		skin and thorough skin
	Depuration		and oil secretion. 2. Cleansing:
		purification effects, with the
			Revitalizes blood circulation
	Purifying Series	use of its essential oils
			strengthening skin metabolism. 3.
		contents to lessen acne from
			Exfoliating: Boosting skin
		growing and for the effects
			metabolism for a more delicate
		of oil soothing, continues to
			skin.
		soothe, soften, and

		moisturize the skin,givingit

Product
	Primary series	Demand	Effectiveness
categories

		a bright and clear
		appearance.
			1. Repair: Raises the vitality of the
		Designed for ageing and dry
			skin, Epidermal self-healing,
		skin, with rose as the primary	protects the skin and enhances the
	Hydrabio Extra	content. It provides skin	skin barrier to avoid UV damage. 2.
			Anti-aging: Smooths fine lines;
	Vitalizing Series	repair and rejuvenation,
			prevents loss of elastin and restores
		replenishes the skin with	plump and smooth faces. 3.
		collagen and achieves the
			Boosting skin metabolism:
		effects of anti-ageing giving	Reduces glycation, strengthens
		it a firm and delicate skin.	metabolism, regains radiance of the
			skin.
			Unique and exclusive active
			ingredient, JCF, helps polypeptide
			to achieve its maximum when the
		Selection of top anti-ageing	skin is dry, sensitive, or not stable.
			JCF raises the natural protection
		ingredients, with unique and
	Light-quick		mechanism of the skin to release
		exclusive active ingredient,
			decomposed ceramide and milk
	Ultimate Series	JCF, leaving you with a
			lipids, strengthens the skin
		firmer, fresh and youthful
			composition, restoring collagen,
		skin.
			along with various pearl

			polypeptide formula, eradicates
			lines, defies ageing, leaves one with
			ayouthful skin.
			The tightening factor aids the eye
		Contains a variety of
			area to tighten, high elasticity and
		polypeptide essence, pure
			improves circulation. It also
	Eye Care Series	plant extracts, powerful
			supports multiple polypeptide
		moisture factor, all-purpose,
			extract, soothes the eye area from
		good for skin care around the
			swollen, removes fine lines,
		eye area for all age group.
			increases skin elasticity.

			1. Hyaluronic acid original fluid
			has good compatibility with the
			skin, it can lock in the water, and
		Highly concentrated content	maintain the state, it helps dry and
			rough skin to recover moisture, and
		can solve the problem of skin
			gives the skin a soft and delicate
		dryness, fine lines, ageing,
	Lotion Series		feel. 2. Collagen contains many
		dark sports, sensitivity, and
			types of natural amino acids and
		so on. It gives the skin direct
			hyaluronic acid, it is refreshing in
		enhancement, restoring it to
			nature that can penetrate into the
		its best state.
			skin, replenishes the needed

			collagen, achieving the state of
			bright glow and elasticity. 3.
			Placenta liquid hasplant-based

Product
	Primary series	Demand	Effectiveness
categories

			natural amino acid, vitamins, and
			mineral content, which helps aging
			weakened skin to regenerate vitality
			and tightens to have elasticity. It can
			also moisten the dry skin, eradicate
			its fine lines, and contains
			hyaluronic acid which has superior
			moisture, increasing the skin’s
			water content, giving it a smooth
			and soft skin.
		Taiwan Food and Drug
		Administration approves the	Use a mild sunscreen to block UV
	Sunscreen Series	sunblock products, which
			rays, prevents dark spots and
		can prevent the skin from
			freckles caused by sun exposure.
		harm from the sunlight and

		preventsphoto-aging.
			1. Two-in-one cleansing and
			make-up removal: Cleansing and
			make-up removal in just one step,
		The firm texture of the mild	avoids the skin from having
			sensitive reactions arising from
		bubbles, does not harm the
			excessive use of surfactants. 2. The
		skin, but can remove dirt and
	Cleansing Series		“active oxygen cleansing
		oil. Besides cleansing its
			component” will create dense
		purpose, the bubbles can
			bubbles when coming into
		remove make-up and have an
			contact with the oxygen in the air. It
		exfoliating function.
			can deeply cleanse the pores, and

			removes old cuticles on the skin
			with the effects of cleansing and
			exfoliating.
		It is created for customers
		who want to whiten their
		skin. It uses whitening
		ingredients approved by the
		Ministry of Health and	1. Protection: Soothes the
		Welfare, Tranexamic Acid,
			inflammatory reactions after sun
	Crystal Radiance	which can effectively lighten	exposure, controls MITF, inhibits
		the melanin caused by the	the effect of tyrosinase, prevents
	Series
		inflammatory reaction and	skin darkening from the source. 2.

		slow down the production of	Anti-oxidant: Captures free
			radicals, slows ageing of skin.
		melanin. Supplemented with

		a compound whitening
		extract, this product
		strengthens the whitening
		effect.

Product
	Primary series	Demand	Effectiveness
categories


		A series of plant-based hand
	Plant Extract
			Moisturizes and soothes dry skin
		cream developed based on
	Hand Cream
		natural plants


	Body Care Series
			Soothes and relaxes stiff muscles,
	Soothing and	Built-in massage ball,
	Cooling Cream		relieves stress, effectively whitens
		strengthens skin absorption,
	Tender White		and tightens skin, showing glowing
		soothes and firms skin.
Beauty and	Tightening		and beautiful complexion.
	Cream
personal care
			It moisturizes the skin intensely
Product
		Extract highly effective
categories			and has relieving effects, with
		repair ingredients, added	soothing and moisturizing
		anti-allergic essence used in	characteristics, maintains oil and
	Jourdeness Skin	baby products for fragile	water balance, provides nutrients
		skin along with mild and	and regenerative purposes, gives
	Care Series
		moist formula, to keep the	the skin a good healthy glow. At the

		skin smooth and moist,	same time, it can effectively
		quickly absorbed and not	achieve anti-allergy repair,
		oily.	relieving different types of
			discomfort.
		Added deep sea algae, helps
			After continuous use, it will
		to neutralize free radicals,
	Deep Sea Series		improve fine lines, wrinkles, restore
		along with polypeptides,
			skin elasticity and firmness, with its
		which optimize the anti-
			restorative effects.
		ageingeffects to the skin.

			Dragon blood boosts the healing
			of wounds, possesses good ability
			to fight free radicals. Brazil grape
			seed effectively protects the skin,
	Amazon Venus
		Dragon blood extract, Brazil
Beauty and			resists free radicals, and resists
	Series	grape extract, and rose	ageing Keeping in moisture,
personal care		flower water.	moisturizing, anti-wrinkles,
Product
			maintains skin elasticity and
categories
			vitality, possesses characteristics

			that will relieve, soothe, calm, and
			is anti-inflammatory.
		The concept of the appeal is	Repairs thinning cuticle cells,
		no mineral oil, no colorings,	increases restorative ability of
	Alps Anti-	no fragrance, no alcohol, and	surface skin, improves skin barrier
		has added Edelweiss of the	function, to achieve effects of anti-
	irritative Series
		Alps, as its main demand,	inflammatory, calming the skin and

		added apple stem cells and	reduces redness, giving it a glowing
		complex redplant extract.	and delicate skin.

Product
	Primary series	Demand	Effectiveness
categories

		Added nona-peptide that	Its main function is skin
		will resist black pigment	whitening and softening, and the
	Peptides	transfer, at the same time, it	product has already obtained
		goes with arbutin, acerola	approval by the China National
	Lightness Series
		extract and so on, to resist	Medical Product Administration.

		tirosinase from being	The product can now declare its
		created.	whiteningeffects.
		Added dragon tree blood
	Dragon's Blood		Main function is to repair the skin,
		from the Amazon River, rich
	Series	in proanthocyanidins,	defy ageing, giving it radiance and
		taspine, repairs the skin for	firmness.
		anti-oxidant effect.
		Added Camu Camu fruit
			The product is marketed through
	Camu Camu	from the Amazon Basin, rich
			e-commerce, mainly for
		in VC, with the effects of
	Series		moisturizing with basic care and
		moisturizing and whitening
			skin whitening.
		the skin.

	Essential oil	Different characteristics of
	Series	the essential oils, can meet	Different types of essential oils
		the needs of customers for
	Compound		can soothe the nerves, bringing a
		the mind and skin, for
	essential oil	soothing and conditioning	pleasant mood and healthy body.
	Series	effects.
Fragrance

			Using Royal Jelly Extract as the
care products
		You can add your favorite
			key ingredient, it is rich in vitamin

		essential oils, enjoy your	B3、B5 and glycosides, minerals,
	Pure Series
		self-created essential oil	and so on effective ingredients,
		product; the light aroma will	which can help to soften and moist
		bring a joyous mood.	the skin, and has anti-inflammatory
			effects.
			It does not include SLS,SLES,
			ingredients that can cause irritation.
		It does not include	Added ingredients that are mild and
	Genital Care		soothing, and with added plant-
		SLS,SLES, ingredients that
			derived fungicides that are suitable
	Cleanser	can cause irritation. For its
			for use on sensitive parts of the
		anti-bacterial effect.
			body, to achieve the anti-bacterial
Cleanse body			effect without irritation but
			soothing.

			Rich and delicate foam,
		Natural shampoo with no
	Pristine Nourish		thoroughly cleanse the hair, giving
		artificial fragrance, no	the hair natural freshness with the
	Shampoo
		silicone, no colorings.	natural herbal fragrance that is light

			and refreshing.

Product
	Primary series	Demand	Effectiveness
categories

			Rich and delicate foam, contains
			moist and restorative contents,
	Pristine Fragrant	Refreshing, mild and deep
			cleanses deeply, giving the skin a
	Bath Foam	cleansing for the skin.	natural freshness with the natural
			herbal fragrance that is light and
			refreshing.
			Added a variety of herbal extract
		Added essential oils with the
	Herbal Mosquito
			oils, mild to the skin and not
		effect to prevent mosquitoes
	Repellent Spray		pungent, effectively prevents
		from biting.
			mosquitoes from biting.

Protection
		No preservatives, no
series	Anti-virus wet	artificial fragrance, no
			Natural sterilization, eliminating
	wipes	alcohol, no other chemicals,
		mainly non-toxic ingredients	enterovirus in the environment.
		with extracts purely from
		plants.
	Pixie-kiss
		Moisturizes and repairs the	Fresh, sweet and fruity aroma,
	Hydrating Lip
		lips.	releases stress.
Make-up	Balm

series	Radiant	Moisturizes, repairs, and	Naturally moistures and
	Hydrating Lip	polishes the lips.Radiant	smoothens the lips, giving it a rosy
	Gloss	HydratingLipGloss	look.
			1. For dry skin: Added essential
			oil that has repair functions, so that
			during massaging, the essential oil
			fats will blend and release its aroma
			and gives the skin a moisturizing
			repair. 2. For oily skin: The essence
		Designed for different types
	Massage Cream		of the cream, along with naturally
			blended conditioning essential oil
		of skin( dry, oily, sensitive
	Series		extract functions, can improve the
		skin)
			condition of pore congestion and
			conditions the fats for a soothing
Salon care
			effect. 3. For sensitive skin: In a
			pure formula, added active
products
			ingredients with repair and

			conditioning functions, to give the
			sensitive skin no burden.
			Contains plant extract, chamomile
			essential oil has a great soothing
		Raises skin protection
	Masque Powder		characteristics that can ease
		ability, and keeps the skin	discomfort of sensitive skin, mild
	Series
		with firmness and elasticity.	and steady effects for the skin,

			promotes blood circulation,
			tightens the skin and strengthens the

Product
	Primary series	Demand	Effectiveness
categories

			skin hydration, giving it a bright
			and clear look.

(4) New product and service development project:

Item				Expected
	Project name	Demand	Effectiveness
				completion

				date

1	Platinum	It is refreshing and light, with	Combined with Jourdeness'	a. 2020/3
	Intensive	additional high concentration	patented material “CARITAS”	b. 2020/6

	Whitening Series	of whitening ingredients	whitening factor, and
	a. Mask
			incorporated with unique smell
	b. Miracle Lotion		and efficacy from the multiple

			organic essential oils from H.

			Reynaud & Fils (France), the
			master of fragrance.
2	Freeze-dried	With freeze-drying	Contains plant and algae extracts	2020/7
	Series	technology, manufactured	that strengthen skin, revitalize

		under aseptic and low	skin and regain youthful
		temperature, storing high-	radiance.
		purity active ingredients to

		keep the active ingredients in
		an optimal state.
3	J'agabo Series	Consumers are of older age	Following the tradition of	2020/11
		groups, product characteristic	multiple peptide anti-wrinkle and

		is intense moisture, treatment	beautifying skin, adding new
		oil, enhances skin elasticity,	pollution extraction for removing
		skin tightening.	PM2.5 contamination particles.
			Combined with Jourdeness'

			patented material “J'agabo”
			whitening and anti-wrinkle
			factor, and incorporated with
			unique smell and efficacy from
			the multiple organic essential
			oils from H. Reynaud & Fils
			(France), the master of fragrance
4	Activated		Gold has negative ions and can	2020/12
	Upgraded E Oil		interact with positive ions of the

			skin to promote metabolism and
			prevent aging. Molecules of gold
			foil are small and have strong
			absorption effect to regain the
			glow of complexion.

5	Argan Series	Effectively repairs damaged	The main ingredient is argan oil	2020/12
		hair. Light and elegant hair	extracts, with a special and

		and easy to comb.	delicate texture. Gives shiny and
			silk-like hair.


6	Shea Butter	The concept of plant extract,	Added shea butter extract to	2019/12
	Series	stresses hydrating and	prevent dryness and cracks,
		moisturizing.	restores and maintains skin
			elasticity giving it a natural

			feeling and a good deep
			moisturizing effect.
7	Royal Jelly	The concept of natural active	Added honey-type extract, such	2019/12
	Series	ingredient, stresses keeping	as royal jelly, honey, propolis
		soft and moist, anti-	extract, to achieve soft, moist,
		inflammatory, and soothing	anti-inflammatory, and soothing
		effect.	effects.
8	Compound	A series of skin care products	Emphasizes on the awakening	2021/7
	Lactic Acid	developed based on	skin vitality, enhancing skin
	Bacteria Series	Jourdeness’ exclusive	defense, reducing dullness,
		materials focusing on	whitening and moisturizing, and
		probiotics that maintain the	smoothing fine lines.
		balance of skin bacteria.

(II) Industry Overview

1.Current status and development of the industry

A. Beauty industry summary

Since the ancient times, it has been known that being beautiful is one major wish of human nature, human beings have always yearned for a beautiful appearance. As modern society is getting intensely competitive, humans are placing more and more importance and focus on the way one dresses and how one looks besides looking at one’s depth and knowledge, and personality. Regardless of being with friends or at work, perception of one’s external appearance will more or less affects one’s first impression. As the economic conditions improve, domestic consumption of the beauty industry is gaining acceptance and the consumption expenses gradually increase each year.

According to the definition of beauty industry by the Taiwan External Trade Development Council (TAITRA), in broad terms, as long as it is an industry that can raise the effect of beauty, it can fall within the scope of beauty industry. It can be: the hand techniques, equipment that aids make-up effects, beauty and skin care products, and so on that provide non-harmful, non-invasive skin cleansing, skin care, make-up and so on services that are of management nature behavior to the consumers.

Cosmetics are defined (based on Euromonitor Research) baby and childspecific products, bath&shower, deodorants, hair care, colour cosmetics, men’s grooming, oral hygiene, fragrances, skin care, depilatories, sun care, sets/kits, etc.

(A) Major operations market development

According to a market survey by Inkwood Research, the global beauty care products market reached USD 434.68 billion in 2017. It is estimated that the global beauty care market will reach USD 566.59 billion in 2026, and the compound annual growth rate from 2018 to 2026 will reach 2.81%.

In addition, according to Euromonitor's research report (as in the figure), the compound annual growth rate of the global cosmetics market is expected to reach 8.7% from 2015 to 2024. And the market size is expected to reach USD 767.89 billion in 2024. Driven by demographic dividends and market demand, especially in the demand for whitening, anti-aging and firming lifting effects, the market for beauty care products is less affected by fluctuations in the economy.

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Source:Euromonitor

If viewed in terms of regions, in 2016, the Asia-Pacific region will become the main force driving market development. The Asia-Pacific region accounted for 32.3% of market sales in 2016. In 2016, the growth rate reached 5%, better than the mature European and North American markets. The power to promote the development of the Asia-Pacific market is mainly from mature markets. The Japanese and Korean markets are gradually moving towards high-end and complicated consumption models, and the consumption power in emerging markets such as ASEAN and China has risen. In addition to driving basic beauty care products, the rise of the middle class has also driven the sales of mid- to high-end beauty care products.

Besides the Asia Pacific market, Europe and North America are the other two key sales market, however, the major growth momentum comes from China, Brazil and Thailand and so on to the emerging countries. This is due to the rate of economic growth in recent years, the demand for beauty and skin care products is gradually increasing each year. The Company’s main operating market is China and Taiwan, below analysis are based on these two markets:

Global sales amount for beauty and skin care products from key regions in 2016

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a. China market

Euromonitor indicates the sales amount for beauty and personal care market in China for 2017 is RMB 361.566 billion, an annual growth rate of 9.64%. Among which, skin care products has a sales amount reaching RMB186.655 billion, the proportion of main product application stands at 51.62%.It estimates the overall market growth until 2022 is RMB 535.223 billion, with an annual compound growth rate at 8.16%.

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According to the China Industrial Securities Research Institute’s report shows (as in the chart below) that the scale of Mainland China’s beauty and personal care products market is estimated to be RMB780 billion in 2016, reaching RMB 1.3 trillion in 2020, with a growth rate at 70%. The beauty market reached RMB 709.1 billion in 2016, of which the beauty life style market stands at 80%, accounting for about RMB 567 billion. In addition, to personal care product market which is about RMB 74 billion. In total, the market scale for beauty lifestyle in Mainland China reached RMB 640 billion, becoming the largest market for beauty and care products demand in the Asia Pacific region, with unlimited business.

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According to the research report by abaogao.com, the production value for beauty profession in China from 2016 to 2022 will grow each year from RMB 682.4 billion to RMB 1.1 trillion respectively (annual compound growth rate at 8.9%). It shows a steady growth trend each year (as shown below).

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As the GDP in mainland China grows, there is the trend of younger age group for beauty lifestyle and the female working group’s education level gradually increases each year (see below chart), the consumption power and consumption frequency increase each year. Females 30 years old and above in particular are main consumption group for the beauty lifestyle market. As the age, life pressure and work pressure increases, the demand for beauty lifestyle becomes more urgent, and they have the economic capability for consumption. Consumption patterns have also gradually transition from low value to high value, demand contents have also become more diversify, for example: anti-age, anti-aging, youthful look, relax, massage, even extends to all parts of the body. More and more attention is placed on beauty lifestyle combined with health care functions, it has already penetrated into the lives of the female groups, becomes a major highlight of the beauty industry.

Estimates by various research institutions show that the beauty and health care market in China for the coming few years, will surpass the 10% growth rate, with a market scale between RMB 880 billion to RMB 1.3 trillion from 2017 to 2020. It is estimated that future beauty and personal care products market in China will continue to show a growth trend.

b. Taiwan market

QY Research predicts that the beauty market in Southeast Asia and Taiwan will reach USD 42.6 billion in 2025. The global beauty products market is expected to grow from USD 500 billion in 2018 to USD 800 billion in 2025, and it is known as the fifth largest consumer hot spot following real estate, automobiles, electronic communications, and tourism. The Southeast Asian market has one of the highest growth rates in the world. In 2018, the beauty market in Southeast Asia and Taiwan reached USD 22.9 billion, and it is expected to reach USD 42.6 billion in 2025, with a compound annual growth rate of 9.3%. Taiwan's beauty market developed earlier than other regions, and the sales of beauty products is expected to increase from USD 5 billion

in 2018 to USD 6.93 billion in 2025, with a compound annual growth rate of 4.5%.

B. Beauty SPA industry development

The origin of the word SPA derives from “Solus Por Aqua,” meaning getting healthy through water. According to the definition by the International SPA Association (ISPA), SPA is the betterment of the overall state of the body, mind, and soul through activities carried out by professional services. According to the definition by the International SPA Association (ISPA), SPA is the betterment of the overall state of the body, mind, and soul through activities carried out by professional services. According to Mental Health doctor, Kuo-Hua Chen, of the Cathay General Hospital (Healthy life net, 2001), has proposed a definition for the new SPA term and concept as, “SPA treatment refers to the combined use of aromatic treatment and light and soft massages (water treatment and finger-pressed massage) under the space and environment that is free of stress (with the accompaniment of relaxing music), giving the modern people the space and time of reduced stress and relaxation.” SPA can be divided into many different types, including day SPA, destination SPA, hotel/resort SPA, home SPA, medical SPA, club SPA, mineral spring SPA, cruise ship SPA, and so on. Among which, day SPA is currently the most popular type globally, which is also the main development for the SPA industry in Taiwan and China.

According to the Global SPA and Wellness Economy Monitor report by Global Wellness Institute (GWI) in October 2018, the health economy in 2017 reached a global market of US$4.2 trillion. Among which, the SPA industry value has grown from US$77.5 billion in 2015 to US$93.6 billion in 2017, with an annual compound growth rate of 11.28%. Among this, the three major markets are Europe, Asia Pacific and North America region, with an industry value of US$33.3 billion, US$26.5 billion and US$22.9 billion, respectively. Asia Pacific is the fastest growing region among the three. From 2015 to 2017, its annual compound growth rate was 11.28%. On the other hand, the Africa region has the fastest growth among the regions due to its low base period, its annual compound growth rate was 20.60% from 2015 to 2017.

2018 Global Health and Wellness Industry Economy

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Source: Global SPA & Wellness Economy Monitor -GWI(2018.10)

Growth Trend of the SPA Industry in 2018 by Region

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Source: Global SPA & Wellness Economy Monitor -GWI(2018.10)

that of South Korea, Hong Kong, Thailand, Vietnam, etc for the nearby countries. In terms of population and economic scale, there is still room for growth for the SPA industry in Taiwan.

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2. Connections between upper, middle and downstream parts of the industry

The main business of the Company now is direct and franchise services for facial and body products and SPA packages, cosmetic products R&D, manufacturing and sales, is the middle stream of the beauty and SPA industry. From the viewpoint of beauty and SPA industry, the upstream consists mainly of raw materials, packaging materials and semi-finished products suppliers. The middle stream consists of cosmetic products R&D, manufacturing, sales and treatment service packages, operations and so on. The lower stream consists of consumers of different types of age groups. The relationships among the upstream, middle stream and lower stream are as follow:

Up Raw materials, materials, packaging stream materials, semi-finished product supplier Cosmetic and skin care products R&D, Middle manufacturing, sales stream Beauty and skin care, Body and skin care franchise stores Down Consumers of all age groups

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----- Start of picture text -----

Down
stream
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3. Development trends for products

The beauty industry is orienting towards chain store and franchise, thus, it is certain of large scale development. The beauty industry is orienting towards chain store and franchise, thus, it is certain of large scale development. The Company has since 2010 received the annual grand award for “Top Ten Outstanding Franchise Enterprises” from the China Cosmetics Industry. In 2011, it received the title of “Guangzhou Province Most Influential Chain Institution of the Beauty and Cosmetics Industry” and China’s “Most Satisfactory Product Quality Brand by Consumers.” In 2013, it received the title of “Guangzhou Province Excellent Franchise Headquarters” and Taiwan’s GSP Excellent Store Mark. In 2014, received the Golden Peak Award for the “Top Ten Outstanding International Corporations,” received the titles of “Consumers’ Most Trusted Brand” and “Most Satisfactory Product Quality Brand by Consumers.” In 2015, the Republic of China Fine Manufacturer Association, Gold award. In 2017, has won the “Gold Medal” and “Special Awards” in the 47th Exhibition of Inventions Geneva in 2019, proving that the Company’s product quality in “Consumers’ Satisfaction” Gold award. These awards demonstrate the efforts the Company has invested to ensure increasing product and service quality, and maintenance. On the other hand, in the aspects of nourishing talents, the Company has in 2011 and 2014 received the silver award from the Taiwan TrainQuali System. In 2016, it received gold award from the Taiwan TrainQuali System. And in 2017, received the National Brand Yushan Award – best product category. These aid the future expansion and growth of the Company.

The professional division of work for this industry is changing with the changes in service industry for work break down and professionalism, traditional beauty and hair stores are deemed to gradually disappear in the future. Businesses prepare to make professional in-depth developments for every division area of the beauty and hair services, there will be finer division of service items in the market gradually and this will aid professional facial and body care businesses to increase their customer groups, leading to revenue growth.

The Company’s R&D upheld the spirit of “safety, effective, innovative,” developed result-yielding skin care products suitable for Asian females. Currently, the Company’s products direction is as follows:

A. facial and body products categories

(A) Key demand for product “Delays aging, tightens skin:

Aging is a natural phenomenon, and the Company is committed to looking for methods to delay signs of aging and keeping the skin youthful. Aging as the key topic for R&D, the Company has developed a series of anti-aging products, tested many types of anti-aging raw materials – polypeptide, stem cells, natural plant extract and so on, R&D and tested various types of combination of the raw materials to identify its advantages. After many experiments, the formula proportion is controlled at a combination that is safe and effective, entered skin

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testing before the product is released into the market, to ensure the product’s effectiveness and safety.

(B) The results of enhancing the “In-store Professional Treatment Package:”

The Company is an international professional beauty chain enterprise, has over 660 beauty and SPA stores in Taiwan and Mainland China. To strengthen the effects of “professional skin care,” the product R&D, besides “personal skin care products,” has also developed supplementing equipment and SPA techniques for in-store use, to add to the “SPA professional care products” for complementary use and through the beauty technician’s SPA hand techniques, to achieve the purpose of delaying aging.

Provides complete skin care for customers of different skin types to give customers the best results. Products covered by the Company:

a. Beauty and personal care products

Personal skin care products provide each customer with basic skin care at home, to achieve complete care for the whole day. The personal skin care products developed by the Company is based on this demand “delays aging and tightens skin,” and continuous R&D to deliver new product series addressing the needs of different types of skin for suitable cleansing, tightening, repairing, revitalizing, and brightening functions.

b. SPA skin care products:

The product is the key, along with supporting equipment and the beauty technician’s SPA technique, will allow the product to develop its potential effects to the fullest and through the one-on-one professional skin care service by the beauty technician, can provide the customer with a customized beauty and care treatment package. It is expected this can achieve economically effective skin care results.

B. Types of facial and body care packages

The Company is committed to caring for females, loving what females love, and integrating service, detail-oriented and safety with every detail aspects of SPA management. Besides using high quality, toxic-free, pollution-free, naturally extracted products, supplemented by equipment and specialized SPA techniques, designed and developed various types of facial and body care packages. Future trends of beauty service packages design are as follow:

(A) Professional equipment to strengthen professional treatment service packages:

The beauty technician who has completed professional training and obtained license, will use equipment to understand the underlying layers of the skin and iris analysis to understand the state of one’s body and skin. These understanding helps in the selection of matching packages and products, with

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reference to the member’s past records of packages taken, can achieve long term care for the member’s health and beauty.

(B) Full body meridian care

Modern females mind the look of their body shape curve lines besides their facial appearance and care. High purity essential oil (without artificial contents) can be absorbed easily by the body, and combining Chinese meridian and western lymphatic hand techniques to clear the meridians, allows the deep tissue to relax, and the muscle tissue to smoothen blood circulation, eases the body and mind, achieving improvements to the curves, and increasing the confidence and charm of females.

(C) Prevailing aroma care

Aromatic plants can help to reduce pain and discomfort during sickness. The Company has in recent years invested in the study of essential oils application in care service packages, in accordance with the requirements and symptoms of the customers, develop suitable and natural plant-based essential oils formula, along with mature techniques of the professional beauty technician, bring to the consumers a kind of release of the body, mind and soul. To date, it has already developed 10 kinds of Jourdeness complex essential oils. The Company’s beauty team consists of 10 beauty technicians with qualifications from UK’s IFA, USA’s NAHA International Aromatherapist License. In addition, for the purpose of nurturing more aromatherapists, the Company organized various aromatherapists training classes. This demonstrates the Company’s efforts in this area.

4.Competition

Mainland China’s Beauty and Hair franchise ratio is much lower. Therefore, the Company’s key competitors are non-franchise type management, such as the local beauty stores and individual beauty studios.

However, China’s franchise beauty industry is still for future development and Mainland China’s food and beverage industry has more than 40% ratio for franchise stores, which is lower when compared to the ratio in the beauty and hair industry in the developed countries such as Europe and America and so on at more than 50%. According to the research report by the Taiwan External Trade Development Council (TAITRA), mainland investors are still the primary investors in Mainland China’s beauty and hair industry. However, foreign investors have already entered the market and are active. The facial and body care industry is more active in Hong Kong, Taiwan, Korea, and other regions, which have joint investments and management companies with Mainland China’s business operators. Overall, besides the Company, CHLITINA, NATURAL BEAUTY, DECLÉOR, PALAISPA, AESTHETIC, SAMUN LISA, ISMILE, and so on brands, have a certain level of popularity in Mainland China, are key competitors to the Company for mainland China development.

(III) Status of Technology, and Research and Development

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1. Invested R&D Costs for recent fiscal year and until date of publication

Year Item	2019	2020 Q1
R&D Costs	28,102	8,440
Consolidated net operating revenue	3,252,265	544,970
Ratio of R&D costs to consolidated net operatingrevenue(%)	0.86	1.55

2. Successful technology or product development

Year	Developedproject orproduct
2012	Body series (Light cream, 3D slimming cream), lip balm, Renewal Energy Series (Renewal energy active essence, renewal energy youthful cream, renewal energy concentrate milk, renewal energy soothing mask), 24-hour gold revitalizing liquid, Pure Series (PURE beauty cream, PURE bath essence, PURE bath oil), Ravensara clean air spray, base oil (classic camellia nourishing oil, honey cranberry extract, lemon verbena skin care oil), Essential oil (Lime essential oil, Bergamot essential oil, Neroli oil, Juniperberry essential oil, Ravensara essential oil, Lavender essential oil, mint essential oil, rose essential oil), Essential oil blends (Jourdeness number 1 to 8 essential oil blends), beauty chest series (chest firming cream, chest tightening mask, chest golden extract), Nutrient massage cream (oily skin, dry skin, sensitive skin)
2013	Sunscreen Series (Ultra UV Defense Cream Touch-up Before Make-up, Ultra UV Defense Light Cream, Ultra Defense Oil-Free Base Milk); Body Series (Body Exfoliating Gel, Skin Tightening Curve Cream, Body Whitening Mask, Dead Sea Highly Purifying Mineral Salt, Essential Oil Soothing Hot Pack); Ultimate Active Gold Extract (Ultimate Active Gold Extract Cleansing Lotion, Ultimate Effective Revitalizing Gold Extract Lotion, Ultimate Effect Revitalizing Gold Extract Hydrogel Essence, Ultimate Effective Revitalizing Gold Extract Nourishing Cream, Ultimate Effect Revitalizing Gold Extract 3D Stereo Mask, Ultimate Effect Revitalizing Gold Extract Water Mask, Ultimate Revitalizing Gold Extract, Ultimate Revitalizing Oil, Ultimate Revitalizing Ampoule); Cleansing Series (Complete 2-in-1 cleansing mousse, Complete Skin Cleansing Oil); Ultra-fine Whitening Series (Ultra-fine White Mask, Ultra-fine White Membrane Mask, Ultra-fine White Osmotic Milk, Ultra-fine Brightening Essence, Ultra-fine Whitening Lotion, Ultra-fine Whitening and Cleansing Mousse); Glacial Coral Series (Glacial Coral Purification Water, Glacial Coral Purification Milk, Glacial Coral Purification Ampoules, Glacial Coral Purification Conditioning Liquid, Glacial Coral Mineral Mud, Glacial Coral Pore Purification Cream); Essential Oil Series (Orange Essential Oil, Rosewood Essential Oil, Marjoram Essential Oil, Siberian Fir Essential Oil), Pure Shampoo, Blended Essential Oil (Jourdeness no. 10 Blended Essential Oil)
2014	Firming Face Cream Cleansing Series: Complete 2-in-1 cleansing mousse, Complete Skin Cleansing Oil Sunscreen series: Ultra UV Defense Cream Touch-up Before Make-up, Ultra UV Defense Light Cream, Ultra Defense Oil-Free Base Milk Active Gold Mask
2015	Three Diamonds Luxury Mask, DC Dragon Blood, Light-quick Ultimate

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Year	Developedproject orproduct
	Series, Hydrabio Extra Vitalizing Series
2016	Depuration Purifying Series, Complete Cleansing Series, Renewal Energy Series
2017	Crystal Radiance Series, Essential Oil Rolling Series, Extra-penetrating Water Mask, Medicago Sativa Activating Series, Shopping Mall Series, Eye Series, Body Series
2018	Hydrating Butterfly Eye Mask, Obsidian Firming Luxury Eye Cream, Sandalwood oil, Plant Extract Hair Nourishing Lotion, Light Speed Effect Eye Essence, Lohas Soothing Body Oil, Firming Body Oil, Purify Soothing Body Oil, Sea Salt Bathing Series (Patchouli Vitality Bath Salt, Rosemary Energy Bath Salt, Lavender Soothing Bath Salt, Soothing Floral Bath Ball Series (Sunflower, Camellia, Earl Grey, Lavender, Lime Bamboo Extract), Happy Pomelo Encounter Essential Oil, Extra-penetrating Firming Series (Extra-penetrating Muscle Firming Cleansing Lotion, Extra-penetrating Muscle Firming Lotion, Extra-penetrating Muscle Firming Essence, Extra- penetrating Muscle Firming Milk, Extra-penetrating Muscle Firming Cream, Extra-penetrating muscle Firming Oil).
2019	Tea Tree Oil, BA-5 Muscle Firming Diamond Powder Mask, Super Firm V- Face Cream (Upgraded Version), BA-5 Intensive Anti-aging Liquid, Relax Essential Oil Series, Obsidian Aurora Mask, Obsidian Bounty Moist Essence Capsule, Make-up (Pixie-kiss Hydrating Lip Balm, Radiant Hydrating Lip Gloss), Protective series (Herbal Mosquito Repellent Spray, Anti-virus Wet Wipes), Hand Cream Series (Iris Flower Moisturizing Hand Cream, Lavender Soothing Hand Cream, Cherry Leaf Brighten Hand Cream, Dragon Blood Essential Oil Beauty Hand Cream, Green Tea Extract (Polyphenol) Hand Cream), Dragon Blood’s Series products (Dragon Blood Essential Oil Beauty Handmade Soap, Dragon Blood Beauty Cleansing Oil), Dragon Blood Beauty Cleansing Mousse, Dragon Blood Beauty Lotion, Dragon Blood Firming Repair Mask, Dragon Blood Wake Up Essential Oil Rolling Ball, Dragon Blood Gromwell All-purpose Cream), Plant Care Products (Rose, Iris Moisturizing Lip Balm, Iris Flower Balm, Orange Blossom Balm, Lavender Balm, Lavender Soothing Lip Balm, Cherry Blossom Leaf Balm, Cherry Leaf Brightening Lip Balm, Green Tea Polyphenol Balm, Green Tea Polyphenol lip balm, tea tree oil control lotion, tea tree K acne essence), Rose Crystal Cleansing Mousse, Extra-hydrating Brightening Series (Extra-hydrating Brightening Lotion, Extra-hydrating Brightening Crystal Ball Essence, Extra- hydrating Brightening Emulsion, Extra-hydrating Brightening Day Cream, Extra-hydrating Brightening Night Cream
2020	Platinum Intensive Whitening Facial Mask, Sakura Snow Series-Sakura Snow Tranexamic Acid Whitening Toner, Sakura Snow Tranexamic Acid Whitening Serum, Sakura Snow Tranexamic Acid Whitening Lotion, Sakura Snow Tranexamic Acid Whitening Mask, Crystal Radiance Brightening Lotion, Eucalyptus Oil, Geranium Oil, Palmarosa Oil

(IV) Short and long term business plan
Short-term development plan

To increase the momentum for revenue growth, the 2020 management policy mainly focuses on “vertical investment in the industry, and horizontal expansion outside the

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industry”, with the following operational direction:

  - A. Vertical investment in the industry: We will integrate the upstream industry chain of beauty products and introduce downstream sales channels through raw material patent R&D, production process and OEM manufacturing, including stores, franchising and e-commerce. In addition, we will release new series of maternal and child products and dietary supplements, and we will improve performance through vertical management and diverse product lines.

  - B. Horizontal expansion outside the industry: Having invested in beauty lifestyle for over 30 years, we will develop the area of aesthetic medicine once our beauty SPA and beauty products have matured and stabilized. Through the light aesthetic medicine that does not require operation, with small wounds and enables fast recovery, we will again upgrade the definition of beauty. Subsequently, we will combine the light aesthetic medicine that produces immediate results and the beauty lifestyle that keeps youth to create new territories for our operations.

  - C. Planning for the ecosystem of beauty: Aside from our regular chain and franchise stores, we will actively engage in diverse planning, continue to strengthen integration of bio-beauty and aesthetic medicine, and make dietary supplements and new top-quality anti-aging products. With “beauty” as the starting point, we will invest in the development of whitening and anti-aging products and technologies. We will also use the customer management system to keep track of the spending information of its members, provide customized services and products, and achieve precision marketing and dedicated services.

  - D. Increased revenue from e-commerce: The COVID-19 pandemic has caused temporary impact to the physical channels. Nevertheless, Jourdeness has managed to emerge strong thanks to its investment in e-commerce for many years. Our stores send push notifications using public accounts and contact with the customers. They also provide live stream beauty courses to help members buy the skin care products needed online and introduce physical members to online platforms. Performance of the e-commerce revenue has been outstanding.

  - E. Maximization of economic benefits from members: Through online communities, Facebook, promotions at stores and connection with the latest trends, we seek to motivate potential customers to join the member experience events and lead existing members to new ones to achieve a win-win situation. We also seek to increase the frequency of store visit by members and the amount spent on a single purchase, and boost sales growth through diversified marketing events.

  - F. Non-stop release of new products: Increase R&D talents and provide solid R&D training, widen and deepen R&D to strengthen its capacity, build up capacity in the the global market through the participation in international invention awards, and develop patentable products that have market competitivity.

Long-term development plan
A. Active R&D innovation and academic-industrial collaboration:
- a. Oriented towards the development of natural and eco-friendly cosmetics, the R&D

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center already has a matured concept and technology. In future product developments, there is a need for cosmetic products with healing effects, and the selection of natural contents combining with organic contents as the direction for efforts to meet the demands for the functions in order to improve the professional image of products.

b. Evaluation of research projects and credibility of benefits certification combining with the expensive equipment already purchased, sufficient for learning and application, and for continuous collaboration of production-sales-research. This encourages the development of exclusive patented ingredients in collaboration with Japanese companies and research universities to raise the uniqueness of the Company’s products.
c. Lipids technology: The Company uses lipids carrier technology that is used in the coating of active ingredients in cosmetic products, optimal design for the formula and manufacturing parameters using experimental design methods, to allow more stability in the cosmetic and skin care products, leading to a product that is safer, with a deeper penetration into the skin, and better healing effects.
d. Microbial genetic engineering: The Company uses the microbial modification technology to break through the limits of traditional fermentation engineering for the purpose of developing exclusively patented ingredients to increase the uniqueness of the Company’s products.
e. Plant tissue cultivation: Through the cultivation of plant tissue fragments, the Company obtains secondary metabolites and uses the plant as the “natural chemical plant” to create the substances that we need (alkaloids, glycosides, polyphenols, tannins, sterols) for the purpose of developing exclusively patented ingredients to increase the uniqueness of the Company’s products.
f. Establish a research and development online database, organize and classify the research and development results and information over the years. As an online inquiry database, you can systematically query formulas, raw materials and product related information.
B. Spirit and mission of “safety, trust and care”: The Company has continued to win awards during the past years, and this serves as proof that the Company has put a lot of efforts in improvement and maintenance of the quality of newly-developed products and service quality. In the future, the Company will continue its efforts in product raw materials inspection, certification, no heavy metals and plasticizer, and obtaining organic land certification, EU International Eco-Center Certification in the future, to give its members “safety, trust, and care” in products and service.

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II. State of market and production and sales

(I) Market analysis

1.Sales region for main commodities (services)

Unit: NT$ in thousands;%

Year Sales region	2018	2018	2019	2019	2020Q1	2020Q1
	Amount	ratio	Amount	ratio	Amount	ratio
Taiwan	1,235,421	39.74	1,318,104	40.53	317,223	58.21
China	1,759,979	56.62	1,828,039	56.21	209,985	38.53
Others (Note)	113,096	3.64	106,122	3.26	17,762	3.26
Total	3,108,496	100.00	3,252,265	100.00	544,970	100.00

Note: Others refer to regions outside of Taiwan and china

2. Market share

The Company mainly through SPA physical stores conducts cosmetic products sales and beauty treatment service packages, source revenues include product sales and service packages. In terms of explanation for market proportion of the beauty and skin care products, according to the market research company Inkwood Research, the 2016 global cosmetics and skin care products market scale is US$4,32.68 billion, it is estimated that until 2026 the global beauty and personal care market will reach US$566.59 billion, for calculation based on the revenues of Jourdeness Group, the 2019 market share is small, showing the gigantic size of the beauty market.

Situation and growth of future market supply and demand

According to the Global SPA and Wellness Economy Monitor report by Global Wellness Institute (GWI) in October 2018, the health economy in 2017 reached a global market of US$4.2 trillion. Among which, the SPA industry value has grown from US$77.5 billion in 2015 to US$93.6 billion in 2017, with an annual compound growth rate of 9.9%. Among this, the three major markets are Europe, Asia Pacific, and North America region, with an industry value of US$33.3 billion, US$26.5 billion, and US$22.9 billion respectively. Asia Pacific is the fastest growing region among the three. From 2015 to 2017, its annual compound growth rate is 11.28%.

Among the SPA industry in the Asia Pacific region, China is the largest single market. In 2017, it has created an US$8.24 billion market. It is followed by Japan at US$57.2 billion and India at US$21.3 billion. Taiwan is the 10th largest market in the Asia Pacific region, with a market of US$5.85 billion, which is lower than that of South Korea, Hong Kong, Thailand, Vietnam, etc in the nearby countries. In terms of population and economic scale, there is still room for growth for the SPA industry in Taiwan.

Competitive niche

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A. Lead the layout and win the market lead.

The Company currently has nearly 640 stores globally. The Company is in line with the Chinese health and care concept, using this as a starting point, combines with SPA hand techniques, and a soothing and relaxed quality environment, has succeeded in opening Jourdeness in Taiwan, Mainland China, becoming a well-known brand and obtaining a leading market position, and has continued to expand in other regions such as Malaysia, Canada, and Vietnamese so on. Going along with one line supply chain, a complete grasp of technology, product manufacturing, package design, service quality, standardize requests, systematic management model, has effectively lowered the operations cost and store opening threshold. All of these are main factors that allow the Company expand rapidly, and become one of the benchmark enterprise in the SPA beauty market in Taiwan and mainland China.

B. Advantages of self-owned brand

The brands recognition and popularity of the franchise business is one of the important factors, besides influencing the willingness of franchisees to join, it will also influence the consumption willingness of the consumers. The Company has established an R&D manufacturing factory in Taiwan beside mainland Guangzhou Province. The products have won SNQ National Quality Seal, and multiple awards in Taiwan and Mainland China many times, for example in Mainland China: The annual grand award for “Top Ten Outstanding Franchise Enterprises” from the China Cosmetics Industry, the title of “Guangzhou Province Most Influential Chain Institution of the Beauty and Cosmetics Industry” and China’s “Most Satisfactory Product Quality Brand by Consumers”, “The Most Influential Enterprise for Beauty Care and Cosmetics Industry in Guangzhou Province”, the award for “Brand with Product Quality Satisfactory for Consumers in China”, and the title of “Guangzhou Province Excellent Franchise Headquarters”. Taiwan: GSP Excellent Store Mark, the Golden Peak Award for “Top Ten Outstanding International Corporations”, the National Quality Gold Award from the Republic of China’s Good Quality Business Association, the Consumers Satisfaction Gold Quality Award, Award of the National Biotechnology and Medical Care Quality and Taiwan Excellence Award, as well as international invention awards such as the International Award for Invention in Geneva, Switzerland and Nuremberg, Germany. All of these demonstrate the Company’s efforts in the products’ quality and service quality improvements. Furthermore, in terms of talents cultivation, the Company won the Silver Awards from the Taiwan TrainQuali System in 2011 and 2014. In 2016 and 2018, the Company received the Gold Awards from the Taiwan TrainQuali System. Such brand identity and popularity will be helpful for future development.

C. A complete talent cultivation plan

Employees are the Company’s assets. Professional and institutionalized educational training, has established customer satisfaction and trust, quality training system, and has nurtured excellent manpower and professional talent training courses. The Company has invested large amount of manpower and training costs. There are a

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total of 25 professional educational training centers and beauty schools in each district selected for long term collaboration, to achieve the most effective training benefits. Besides touching on basic beauty theories and professional beauty techniques in the courses, we will also arrange different types of courses for different subjects, for example: Professional consulting management, customers relationship management, advanced training, etiquette, and so on. The guidance, assessment, and training courses cover three major services, enhancing the quality of the training courses. The Company has a systematic growth plan for employees of professional beauty care. There are three stages – base level beauty technicians, base level management associates, and upper middle level supervisors. 12 major types of courses are planned to achieve talent nurturing plan. Part of the training course also requires assessments and license exams. Different levels of beauty care employees have different salaries level, reward system is clearly defined, and there are promotion channels. Was awarded TTQS National Training Quality Silver and Gold Award by the Council of Labor Affairs, Executive Yuan in 2011, 2014, and 2016, obtained national level recognition.

In addition, for interested franchisee, the training courses will extend to cover store management, employee training, customer management, cost control, sales planning and so on, to enable the franchisee get on track quickly, and reduce management risks.

D. Continuous production and quality control

The Company established an R&D base in Taiwan and mainland’s Guangzhou province factories, with units for materials analysis, quality inspection, research and development, skin quality testing, and so on. From product R&D, production manufacturing, quality management and packaging, to store sales, carried out using consistent production method, allows immediate control and effectively in control of the quality, to provide the customers stable products. On raw material control, besides exquisite selection of various effective ingredients and basis raw materials, it is deemed a requirement to commission SGS and so on, to conduct testing of raw materials, to ensure product safety and effects.

E. Product development capabilities

The main source of technology for the Company is self-developed, all products manufactured mainly uses formulas researched and developed by the Company itself. The main source of technology for the Company is self-developed, all products manufactured mainly uses formulas researched and developed by the Company itself. The Company’s core product R&D is based on many years of product R&D know how, in seizing and utilizing various effective raw materials ingredients and standard raw materials in the market. Through formula research and manufacturing for suitable beauty and skin care products for the Asian skin, and close observation of the development trends and directions of the beauty industry, therefore, product and treatment courses are promoted continuously each year, to meet the demands of the consumers

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5.Advantageous and disadvantageous factors and response measures for the development of the vision.
A. Advantageous factors
- (A) Advantages of a self-owned brand

Jourdeness Group currently has more than 640 stores globally. The brand is the core of the Company, represents the value and trustworthiness of the Company. In consideration of consumers’ increasing concern on product safety, Jourdeness set up R&D manufacturing plants in the Mainland’s Guangzhou province and in Taiwan, with the goal of pursuing high quality cosmetic products,, and research and develop skin care products suitable to Oriental females, to enable broad consumers to be able to safely enjoy high quality and safe products while pursuing beauty.

The product has obtained ISO 22716, GMPC certificate, adopting international standards in its production technology and processes, strictly monitors every detail, maintains high quality production standards and produced specialized skin care products suitable for all types of skin. The Company has continued to win awards during the past years, and this serves as proof that the Company has put a lot of efforts in improvement and maintenance of the quality of newly-developed products and service quality. In the future, the Company will continue its efforts in product raw materials inspection, certification, no heavy metals and plasticizer, and obtaining organic land certification, EU International Eco-Center Certification in the future, to give its members “safety, trust, and care” in products and service. This demonstrates the Company’s efforts and priority in improving the product quality and service and care.

(B) Continuous production and quality control

The Company established research and development bases in Taiwan and mainland Guangzhou province factories, crosses R&D manufacturing, establishes materials analysis, quality inspection, R&D centers, skin quality testing, and so on departments. From raw materials entering the plant for inspection, product R&D development, to large volume production, carried out using consistent production method, allows immediate control and effectively in control of the quality, to provide customers highest quality skin care products.

Each of the professional beauty technician of the Company is carefully selected and undergoes rigorous training, the Company’s educational training goes along with career planning. The intensive training of the elite education team, will continue to bring in the latest beauty information and technology, to ensure continuous updates to the knowledge and techniques of the whole technical team. Each of the Company’s beauty technician went through the Company’s complete beauty training plans, from basic theory to technology,

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individual etiquette training, education consulting, client management, to overall career planning. A complete educational training system, which has been awarded TTQS National Training Quality Silver and Gold Award by the Council of Labor Affairs, Executive Yuan in 2011, 2014, and 2016, obtained national level recognition.

(D) Product development capabilities

The main source of technology for the Company is self-developed, all products manufactured mainly uses formulas researched and developed by the Company itself. The main source of technology for the Company is selfdeveloped, all products manufactured mainly uses formulas researched and developed by the Company itself. The Company’s core product R&D is based on many years of product R&D know how, in seizing and utilizing various effective raw materials ingredients and standard raw materials in the market. Through formula research and manufacturing for suitable beauty and skin care products for the Asian skin, and close observation of the development trends and directions of the beauty industry, therefore, product and treatment courses are promoted continuously each year, to meet the demands of the consumers

B. Disadvantageous factors

(A) Franchise chain business management

The Company currently has about 300 franchise stores, among which Mainland China still goes by mainly the franchise model. There are possible situations where the franchise stores are not able to follow completely the franchise management system for execution, due to distances that restricted the spread of information and frequency of auditing franchise management. There is a need to establish a complete management system and educational system, and through non-regular routine audits to strengthen franchise management, by strengthening the stability of service quality, to avoid resulting in any negative impacts to the Company’s brand image.

Response measures

To avoid competition among franchise stores, when the Company is selecting the franchisee, one of the factors considered is the business district scope. The Company will also clearly layout the regulations for both parties’ rights and obligations, monitoring, training and business guidance, and the franchisee must sign agreements for franchise contracts, franchise management regulations and sales contract. A franchise management institute is also established in China, besides managing the franchisees and providing related services, there are also patrolling staff, through patrol and audits to maintain various management mechanism execution by the franchisee. In addition, operating strategies led by direct management have been adopted. This will aid in the enhancement of franchise management efficiency.

(B) Changes in Beauty Technicians

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The beauty technician is an important human resource for the facial and body care industry, the training courses include etiquette, beauty care basic control, advance beauty techniques, furthermore, there are also skin quality tests, iris analysis consultation, and so on, professional equipment control. However, the characteristics of the beauty industry is it requires a long time to provide the service, which may cause the turnover rate of the employees due to long time and physical burden, or may result in uneven beauty technician service. Established a complete education system to maintain service quality by beauty technician.

Response measures

Beauty technicians are important human resource in the facial and body care industry. The Company establishes educational training centers, formulates a series of educational trainings, establishes a systematic nurturing plan for the different professional beauty employees, contents cover beauty reasoning, product knowledge, soft hand techniques, equipment control, from the basic theories to professional technology, personal etiquette training, educational consulting, client management and so on. There are three stages – base level beauty technicians, base level management associates, and upper middle level supervisors. 12 major types of courses are planned to achieve a talent nurturing plan. The education system was awarded TTQS National Training Quality Silver and Gold Award by the Council of Labor Affairs, Executive Yuan, winning national level recognition. It has also won the GSP (Good Service Practice) excellent store mark, and the education system is effectively established and implemented

(II) Important usage and manufacturing processes of key products
1.Important usage of products

The Company’s main products are facial and body products and care packages, research and development for skin care products that are suitable for Oriental women skin type. It is a goal to let consumers enjoy high quality and safe products as they pursue beauty. Facial and body care treatment packages are delivered through the professional hand techniques and equipment to support the products for its effects to be better absorbed. Specialized beauty technicians will help members to plan and suggest suitable beauty and care treatments, to achieve its outcome.

2.Manufacturing processes of products

The Company’s main facial and body products can be categorized into eight types, namely, water-based, cream, lotion, oil-based, mask, cleansing, essence, sunblock. Examples of the manufacturing processes for liquid-based and emulsionbased products are as follow:

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Manufacturing processes for liquids:

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temperat
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For Packaging Filling Disinfecting finished Semi-
storage bottle wash product for storage
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----- End of picture text -----

Manufacturing processes for milk based liquids:

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----- Start of picture text -----

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Material Oil temperatIncrease ure for Vacuum Emulsification Cooling process Addition Cooling process
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(III) State of supply for main ingredients

State of supplyfor main ingredients
Main Raw Material	Major Suppliers	Status
BActiveMix-5 (BA-5 essence)	CoSwift Int’	Good
Bergamot Oil AT 167 (Bergamot oil)	Top Rhyme Int’	Good
Rose Absolute(Rose essential oil)	Taiwan High and Better	Good
β-WHITE (lecithin encapsulated whitening polypeptide)	Guangzhou Yihe	Good
DC-245 (Silicone oil)	Essence Plus	Good
A-CAP White (Collagen)	Kosfarm	Good
HA (Hyaluronic acid)	Lynbros laboratories	Good
Tinocare GL (Sclerotium gum)	P-More	Good
Repair Complex CLR PF (Bifida Ferment Lysate)	Tanmer	Good
PhytocellTec AlpRose(Rose stem cell)	HengHsin	Good

(IV) List of principal suppliers and clients

The names of any suppliers (clients) that have supplied 10 percent or more of the company's procurements in either of the preceding 2 fiscal years, and the monetary amount and the proportion of such procurements as a percentage of total procurements, and explaining the reason for any change in the amount:

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----- Start of picture text -----

2018 2019 Up to March 31, 2020
Item Supplier Procure As a % Supplier Procure As a % Relation Supplier Procure As a % Relation
ment of 2018 Relation ment of With ment of2020 With
Amount Total With Amount 2019 Issuer Amount Q1 Issuer
Net Issuer Total Total
Procure Net Net
ment Procure Procure
ment ment
1 CoSwift Spouse CoSwift Spouse CoSwift Spouse
Internati of Key Internati of Key Internati of Key
onal Marketi －－ Manage onal 39,735 15.70 Manage onal 8,275 16.28 Manage
ment Marketi ment Marketi ment
ng Ltd.,
ng Ltd., ng Ltd.,
Co.
Co. Co.
Others Others Others
173,575 100.00 213,339 84.30 42,541 83.72
Total Total Total
173,575 100.00 253,074 100.00 50,816 100.00
Net Net Net
P P P
----- End of picture text -----

CoSwift International Marketing Ltd., Co. is the supplier of major raw material required in “BA-5 Intensive Anti-wrinkle Serum”. The Company has launched this high-end product in the first half of the 2019 fiscal year; the product has been well received by consumers; thus the Company has bought

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comparatively more of the material in that period, as it has a relatively high unit cost, which made up 15.7% of 2019 total procurement.

In any year during the recent two years, the name and proportion of clients with sales that account for 10% and above of the total amount, and explanation of the Reason for changes The Company’s sales customers are dispersed, in the recent two years and until the latest period, there have not been any situation where the same customer’s procurement accounts for 10% and above of the sales amount.

(V) Table for value and volume for production in the recent two years

(1) Semi-finished production line

Unit: Kg/NT$ in thousands

					Unit: Kg/NT$ in thousands	Unit: Kg/NT$ in thousands	Unit: Kg/NT$ in thousands	Unit: Kg/NT$ in thousands
Year Main commodities	2018				2019
	Product ion	Capacity utilizatio n	Productio n volume	Product ion value	Producti on	Capacity utilizatio n	Productio n volume	Productio n value
Cleansingtype	60,000	28.25%	16,952	6,155	125,000	24.27%	30,343	8,091
Sunblock type	1,000	19.80%	198	227	－	－	139	148
Mask type	102,000	23.58%	24,057	16,607	141,000	23.69%	33,408	18,085
Essence type	61,000	24.26%	14,797	13,857	88,000	23.05%	20,282	46,012
Water-based type	47,000	25.29%	11,886	4,733	50,000	25.45%	12,723	4,433
Oil-based type	91,000	26.09%	23,746	26,769	68,000	28.62%	19,465	22,698
Cream-based type	13,000	39.58%	5,145	6,402	45,000	34.98%	15,743	15,207
Emulsion gel type	54,000	26.57%	14,349	8,146	74,000	23.12%	17,112	7,724
Others	1,000	29.30%	293	789	－	－	44	211
Total	430,000		111,423	83,685	591,000		149,260	122,609

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(2) Product packaging line

Unit: PCS/NT$ in thousands

					Unit: PCS/NT$ in thousands	Unit: PCS/NT$ in thousands	Unit: PCS/NT$ in thousands	Unit: PCS/NT$ in thousands
Year Main commodities	2018				2019
	Production	Capacity utilization	Production volume	Production value	Production	Capacity utilization	Production volume	Production value
Cleansing type	540,000	64.13%	346,293	26,699	368,000	74.48%	274,084	21,672
Sunblock type	34,000	73.82%	25,100	3,197	19,000	68.74%	13,061	1,353
Mask type	980,000	48.48%	475,109	34,558	848,000	78.77%	667,993	39,425
Essence type	706,000	46.20%	326,162	32,566	633,000	78.58%	497,389	100,505
Water-based type	196,000	46.30%	90,751	12,091	146,000	76.25%	111,323	13,263
Oil-based type	769,000	48.48%	372,820	57,051	429,000	79.88%	342,689	41,658
Cream-based type	187,000	48.94%	91,518	13,767	372,000	76.71%	285,365	35,683
Emulsion gel type	280,000	52.06%	145,762	20,206	154,000	80.50%	123,967	16,191
Giftbox type	58,000	73.36%	42,548	14,934	6,000	69.80%	4,188	2,102
Others	508,000	71.95%	365,509	21,224	577,000	70.92%	409,227	17,084
increase/ reduce Total	4,258,000		2,281,572	236,293	3,552,000		2,729,286	288,936

Reason for changes

The output value in 2019 in comparison to that in 2018 has declined, which was due to the newly developed Platinum Dark Spot Corrector Series and the BA-5 were high-end products. Although the production volume was less than that over the same quarter last year, the production value has increased substantially.

(VI) Table for sales volume in the recent two years

Unit: PCS; NT$ in thousands

(VI)	Table for sales volume in the recent two years	Table for sales volume in the recent two years	Table for sales volume in the recent two years	Table for sales volume in the recent two years	Table for sales volume in the recent two years	Table for sales volume in the recent two years	Unit: PCS; NT$ in thousands	Unit: PCS; NT$ in thousands	Unit: PCS; NT$ in thousands	Unit: PCS; NT$ in thousands	Unit: PCS; NT$ in thousands	Unit: PCS; NT$ in thousands
Sales year Amount & Quality Main Products	2018						2019
	Taiwan		China		Others		Taiwan		China		Others
	Amount	Quality	Amount	Quality	Amount	Quality	Amount	Quality	Amount	Quality	Amount	Quality
Facial care products	610,105	606,171	504,500	612,686	30,676	36,863	853,564	674,570	666,961	857,023	21,222	35,650
facial and body care packages	772,069	615,295	742,564	1,128,637	65,444	76,233	818,711	642,251	795,222	884,128	60,774	70,471
Others (Note 1)	0	13,955	0	18,656	0	0	0	1,283	0	86,888	0	0
Total	1,385,174	1,235,421	1,247,064	1,759,979	96,120	113,096	1,672,275	1,318,104	1,462,183	1,828,039	81,996	106,122

Note 1: other income from supporting services and royalties income, and so on.

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III. Employees information for the recent two year and up to date of publication of annual report.

	Year	2018	2019	2020 5/31
No. of Employees	Management team	138	146	144
	Ordinary staff	472	526	510
	Production staff	1,661	1,524	1,532
	Total	2,271	2,196	2,186
Average age		30.00	30.53	30.51
Average years of seniority		4.12	4.27	4.56
Education distribution ratio	Doctors	0.00	0.00	0.00
	Masters	2.60	2.60	2.74
	College	33.42	31.55	31.02
	High School	39.28	39.80	38.52
	Below High School	24.70	26.05	27.72
	Total	100.00	100.00	100.00

IV. Information for environmental management expenses

1.According to the laws, it is mandatory to apply for polluted facilities set-up permit license, pollution release permit license, to pay for pollution prevention fees, or set-up a dedicated environmental unit. Explanation of its application, payment, or set-up:

The Company’s subsidiary Jourdeness (Guangzhou) Cosmetics Co., Ltd. in Mainland China, has already obtained the “Guangzhou Province Pollution Release Permit License” issued by the Guangzhou Provincial Department of Ecological Environment, and has paid related pollution release fees. There are no occurrences of major violations of related environmental laws that resulted in serious negative impacts to the Company’s finance and businesses.

For the main subsidiary of the Company in the Taiwan region, Bio-Jourdeness International Group Co., Ltd., the Company has already obtained “Stationary Pollution Source Installation Permit,” “Stationary Pollution Source Operating Permit,” “Water pollution prevention permit,” and “Toxic Chemical Substances Approval Document,” issued by the Environmental Protection Bureau, Taichung City. Its pollution prevention fees are explained as below:

Pollutionprevention fees	Status ofpayment
Air Pollution Control Fee Rates for StationarySources	As of date of publication, if it has not met the deduction requirement,nopayment is needed
Water Pollution Control Fee Rates	Built independent water disposal system for management by the industrial park, and make regularpayment for the management fee.
Wastes(Include toxic wastes)	Regular handlingand disposal of wastes byentering

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into formal agreement with waste disposal companies approved by the Environment Protection Agency.

Investments of main equipment for environmental pollution control and other usage, and possible benefits:
For the recent two years and until the publication date of the annual report, the processes of which the Company improves environmental pollution; for any pollution disputes matters, shall explain the handling process:None.
For the recent two years and until the publication date of the annual report, the Company has made losses (including compensation) due to environmental pollution, total penalty amount and disclosure of future countermeasures (including improvement measures) and possible expenses (including possible losses from countermeasures not yet taken, estimated amount for penalty and compensation. If it cannot be reasonably estimated, shall explain the reasons for it: None.
5.Current pollution status and its improvements that will influence the Company’s earnings, competitive status and capital expenditures, and the estimated major environmental capital expenditures for the coming two years: None.

V. Labor Relations

1.The implementation status of the Company’s employee benefits, advanced study, training, and retirement system, labor relations coordination and various employee rights maintenance measures

(1) Employee Benefits Measures:

The Company’s main operations locations are Taiwan and mainland China, its employees benefits measures are according to provisions of various laws, in addition, further benefits such as employee advance study plan, organization of culture and health activities, regular check-ups, and so on are provided.

(2) Advanced Training

The Company places an important focus on talent nurturing, in addition to professional educational training before starting work, the Company has for beauty service personnel, formulated a nurturing training plan, professional techniques advance training. On the other hand, for regular staff, the Company provides regular or nonregular professional new knowledge promotion, training or engages external speakers to conduct professional training courses and arranges specific external courses or professional techniques seminars, to raise the employees’ professional quality and techniques through various types of training.

(3) Status of Retirement System and Implementation:

The Company’s subsidiary in Mainland China, has in accordance with local regulations distributed monthly to local social insurance departments for payment of employee retirement fund, basic social insurance, etc.

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The Company’s subsidiary in Taiwan, has in addition to the Labor Insurance Act makes retirement payment, in accordance with Labor Standards Act and Labor Pension Act, and Workers’ Retirement Fund regulation, distributes a fixed proportion of the monthly salary to the Workers’ Retirement Fund each month, which are deposited in a special account in the Bank of Taiwan or a personal pension account with the Bureau of Labor Insurance. Employees retirement payment regulation is handled in accordance with Chapter six of the Labor Standards Act or Workers’ Retirement Fund regulation. The Company’s employees as a whole are eligible for the Workers’ Retirement New Scheme, according to the new regulation, the Company will distribute 6% of the individual employee’s salary and deposit it to the personal pension account with the Bureau of Labor Insurance. If the worker voluntarily pays for the amount, it should be deposited in the same account.

(4) Status of Measures for Labor Coordination and Employee Rights:

The Company has always placed an emphasis on the employees’ rights, in addition to the related work rule established by the law, the Company has already clearly defined the different methods for employees to provide feedback comments via meetings, emails, or mailboxes. Labor relations communications have been smooth, and until the publication date of the annual report, there have not been any major labor disputes that have happened.

In the recent two years and until the publication date of the annual report, the Company’s losses due to labor disputes (including any violation of the Labor Standards Act found by any labor inspection, and the date of penalty, number of document imposing penalty, provisions of the law violated, contents of the law violated and contents of penalty shall be described) and disclosure of estimated amount and countermeasures for current and possible future disputes. If it cannot be reasonably estimated, such facts shall be described: None

VI. Important Contracts

Current supply/sales contracts that are still valid and existing, and those nearing expiration in recent year, technical collaboration contracts, construction contracts, long-term borrowing contracts and other important contracts that are sufficient to influence the rights of investors:

(I) JOURDENESS GROUP LIMITED: None

(II) Bio-Jourdeness International Group Co., Ltd.

Nature of Contract	Party	Contract start date	Key Contents	Restrictive covenants
Procurement Contract	REVIVRE ITALIA SPA	2013/01/13~ 2023/01/12	Jourdeness International Distributor Contract	None
Finance Contract	Mega International Commercial Bank Co., Ltd.	2019/09/16~ 2020/09/15	Comprehensive Credit Line Agreement	Finance Contract
Finance Contract	Land Bank Of Taiwan Co.,Ltd.	2019/05/07~ 5 years and 7 years	Comprehensive Credit LineAgreement	Finance Contract
Finance Contract	E.Sun International Bank	2019/12/17~ 2020/12/16	Comprehensive Credit Line Agreement	Finance Contract

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Nature of Contract	Party	Contract start date	Key Contents	Restrictive covenants
Finance Contract	Cathay United Bank Co.,Ltd.	2020/04/12~ 2021/04/12	Comprehensive Credit LineAgreement	Finance Contract
Trademark Usage Licensing Contract	Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.	2013/07/07~ 2023/07/06	Trademark Usage Licensing Contract, Contract number 2064000	Trademark Usage Licensing Contract
Trademark Usage Licensing Contract	Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.	2013/08/07~ 2023/08/06	Trademark Usage Licensing Contract, Contract number 3230565	Trademark Usage Licensing Contract
Trademark Usage Licensing Contract	JOURDENESS (GUANGZHOU) COSMETICS CO., LTD	2013/07/07~ 2023/07/06	Trademark Usage Licensing Contract, Contract number 2064000	Trademark Usage Licensing Contract
Trademark Usage Licensing Contract	JOURDENESS (GUANGZHOU) COSMETICS CO., LTD	2013/08/07~ 2023/08/06	Trademark Usage Licensing Contract, Contract number 3230565	Trademark Usage Licensing Contract
Construction Contract	Lee Ming Construction Co., Ltd.	2019/05/09~Compl etion	Chiayi Dapumei Biotech Park - Main Body of the Building	None
Construction Contract	You Hwong Creative Development Co., Ltd.	2019/05/09~Compl etion	Chiayi Dapumei Biotech Park - Exterior Materials (including Copper Tiles) and Landscape Architecture Construction Project	None

(III) Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.

Nature of Contract	Party	Contract start date	Key Contents	Restrictive covenants
Trademark Usage Licensing Contract	Bio-Jourdeness International Group Co., Ltd.	2013/07/07~ 2023/07/06	Trademark Usage Licensing Contract, Contract number 2064000	None
Trademark Usage Licensing Contract	Bio-Jourdeness International Group Co., Ltd.	2013/08/07~ 2023/08/06	Trademark Usage Licensing Contract, Contract number 3230565	None
Brand promotion agreement	JOURDENESS (GUANGZHOU) COSMETICS CO.,LTD	2018/07/01~ 2023/06/30	Collects product sales and brand promotion services fees	None

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(IV) Jourdeness (Guangzhou) Cosmetics Co., Ltd.

Nature of Contract	Party	Contract start date	Key Contents	Restrictive covenants
Trademark Usage Licensing Contract	Bio-Jourdeness International Group Co., Ltd.	2013/07/07~ 2023/07/06	Trademark Usage Licensing Contract, Contract number 2064000	None
Trademark Usage Licensing Contract	Bio-Jourdeness International Group Co., Ltd.	2013/08/07~ 2023/08/06	Trademark Usage Licensing Contract, Contract number 3230565	None
Brand promotion agreement	Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd., Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.Shanghai Branch, Chengdu Jourdeness Enterprise Management Consulting Co., Ltd., Changsha Jourdeness Enterprise Management Consulting Co., Ltd.	2018/07/01~ 2023/06/30	Collects product sales and brand promotion services fees	None
Finance Contract	E.Sun International (China)Bank	2019/03/13~ 2021/03/13	Comprehensive Credit Line Agreement	Finance Contract

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VI. FINANCIAL STATUS

I. Condensed Financial Data of the Recent Five Years

(I) Condensed Balance Sheet and Comprehensive Income Statement
Condensed Balance Sheet – Prepared in accordance with the International Financial Reporting Standard (IFRS)：

Year Items	Year Items	Financial Data of the Recent Five Years (Note 1)	Financial Data of the Recent Five Years (Note 1)	Financial Data of the Recent Five Years (Note 1)	Financial Data of the Recent Five Years (Note 1)	Financial Data of the Recent Five Years (Note 1)	Prior Year Until Financial Data as of March 31, 2020 (Note 2)
		2015	2016	2017	2018	2019
Current Assets		1,856,045	1,288,393	1,489,574	2,195,963	1,682,877	1,518,724
Real Property, Plant and Equipment		999,457	1,648,899	1,750,652	1,869,399	1,890,916	1,983,826
Intangible Assets		12,706	348,246	863,166	866,108	780,908	749,698
Other Assets		491,536	740,190	977,812	1,067,311	2,115,229	2,014,761
Total Assets		3,359,744	4,025,728	5,081,204	5,998,781	6,469,930	6,267,009
Current Liabilities	Not yet distributed	1,739,643	2,390,152	3,142,582	2,801,036	2,877,746	3,567,416
	After distribution	2,031,992	2,604,193	2,989,858	2,526,537	2,634,087	Not yet distributed
Non-Current	Liabilities	83,017	164,394	474,473	1,334,665	1,570,877	708,522
Total Liabilities	Not yet distributed	1,822,660	2,554,546	3,617,055	4,135,701	4,448,623	4,275,938
	After distribution	2,115,009	2,768,587	3,464,331	3,861,202	4,204,964	Not yet distributed
Equity Attributable to Shareholders of the Parent Company		1,537,084	1,471,182	1,464,149	1,863,080	2,021,307	1,991,071
Capital Stock		584,697	611,547	611,547	609,997	609,147	609,147
Capital reserve		442,938	640,878	646,702	660,696	654,431	654,431
Retained Earnings	Not yet distributed	453,792	445,524	411,542	785,928	984,383	968,969
	After distribution	161,443	231,483	258,818	511,429	740,724	Not yet distributed
Other Rights		55,657	(226,767)	(205,642)	(193,541)	(226,654)	(241,476)
Treasury Stock		-	-	-	-	-	-
Non-controlling rights		-	-	-	-	-	-
Rights Total	Not yet distributed	1,537,084	1,471,182	1,464,149	1,863,080	2,021,307	1,991,071
	After distribution	1,244,735	1,257,141	1,311,425	1,588,581	1,777,648	Not yet distributed

Note 1: The consolidated financial report of the condensed balance sheet data for 2015-2019 that is audited by the independent auditor.

Note 2: The consolidated financial report of the condensed balance sheet data for Q1 of 2020 that is audited by the independent auditor.

Note 3: The above-mentioned number after distribution, should be listed based on the situation according to the annual general meeting in the next year.

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Condensed Statement of Comprehensive Income – Prepared in accordance with International Financial Reporting Standard (IFRS):

Year Item	Financial Data of the Recent Five Years (Note 1)	Financial Data of the Recent Five Years (Note 1)	Financial Data of the Recent Five Years (Note 1)	Financial Data of the Recent Five Years (Note 1)	Financial Data of the Recent Five Years (Note 1)	2020 Quarter 1
	2015	2016	2017	2018	2019
Operating income	1,736,676	1,834,929	2,313,520	3,108,496	3,252,265	544,970
Operating margin	1,176,392	1,255,130	1,645,003	2,387,226	2,491,763	400,306
Operations Income	426,005	328,520	218,466	700,691	692,040	(1,084)
Non-operating Income and Expenses	32,318	23,769	16,478	20,070	(41,156)	(13,018)
Profit Before Tax	458,323	352,289	234,944	720,761	650,884	(14,102)
Continuing Business Unit Net Income	341,908	272,230	182,402	527,525	470,466	(15,414)
Losses of suspended business unit	-	-	-	-	-	-
Net Income (loss)	341,908	272,230	182,402	527,525	470,466	(15,414)
Other Comprehensive Income for the Year, Net of Income Tax	(18,074)	(55,123)	(10,441)	(29,568)	(63,841)	(21,096)
Total Comprehensive Income for the Year	323,834	217,107	171,961	497,957	406,625	(36,510)
Net Income (Loss) Attributable to: Owners of the parent company	341,908	272,230	182,402	527,525	470,466	(15,414)
Net Profit Attributed to Non-controlling Interests	-	-	-	-	-	-
Total Comprehensive Income (Loss) Attributable to Shareholders of the Parent Company:	323,834	217,107	171,961	497,957	406,625	(36,510)
Total Comprehensive Income (Loss) Attributable to Non-controlling Interests:	-	-	-	-	-	-
Earningsper share	6.45	4.66	3.12	9.02	8.05	(0.26)

Note 1: The consolidated financial report of the condensed statement of comprehensive income data for 20152019 that is audited by the independent auditor.

Note 2: The consolidated financial report of the condensed statement of comprehensive income data for Q1 of 2020 that is audited by the independent auditor.

3. Auditors’ Opinions for the Recent Five Years

Year	CPA Firm	Name of Independent Auditor	Audit Comments
2015	PwC Taiwa	Ming-Ching Yang, Wen-Kuan Hsu	Standard Unqualified Audit Opinion
2016	Deloitte & Touche, Taiwan	Cheng-Chun Chiu, Tzu-Jung Kuo	Unqualified Audit Opinion and Other Matter Paragraphs Report (Note 1)
2017	Deloitte & Touche, Taiwan	Cheng-Chun Chiu, Tzu-JungKuo	Unqualified Audit Opinion

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Year	CPA Firm	Name of Independent Auditor	Audit Comments
2018	Deloitte & Touche, Taiwan	Cheng-Chun Chiu, Tzu-JungKuo	Unqualified Audit Opinion
2019	Deloitte & Touche, Taiwan	Cheng-Chun Chiu, Tzu-JungKuo	Unqualified Audit Opinion
2020 Quarter 1	Deloitte & Touche, Taiwan	Cheng-Chun Chiu, Tzu-JungKuo	Unqualified Audit Conclusion

Note 1: Because of the added paragraph opinion of the independent auditor, which states that it is a requirement to have other CPAs to conduct review for the year 2015.
Note 2: Explanation for the reason for the change of CPA in recent five years: it is due to the needs of future operations development and management for the Company and subsidiaries.
Note 3: For overseas issued companies which have the same independent auditors for its financial report for seven consecutive years, shall explain the reason for not changing, specific countermeasures regarding the independence of current CPA and the Company strengthening the CPAs’ independence: The Company has in Quarter 1 of 2016, changed the CPA, and there are no such situation of the same CPA for 7 consecutive years.

II. Financial Analysis of Recent Five Years

(I) Financial Analysis – Prepared in accordance with International Financial Reporting Standard (IFRS):

Standard (IFRS):	Standard (IFRS):
Year(Note 1) Analyzed Item		Financial Analysis of Recent Five Years					2020 03.31
		2015	2016	2017	2018	2019
Capital Structure Analysis (%)	Ratio of Liabilities to Assets	54.22	63.46	71.18	68.94	68.76	68.23
	Ratio of long-term capital to real property, plant, and equipment	161.84	99.19	110.74	171.06	189.97	136.08
Debt-paying ability (%)	Current Ratio	106.69	53.90	47.40	78.40	58.48	42.57
	Quick Ratio	93.34	41.87	37.84	68.62	47.15	33.09
	Times Interest Earned	458,324	4,460.35	61.17	103.98	10.90	(0.04)
Operating Performance Analysis	Average Collection Turnover (times)	10.74	8.62	10.49	17.54	18.60	12.62

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	Days Sales Outstanding	34	43	35	21	20	29
	Average Inventory Turnover (times)	2.21	2.13	2.21	2.49	2.52	1.73
	Average Payment Turnover (times)	14.92	17.93	22.98	24.34	26.02	19.99
	Average Inventory Turnover Days	165	172	166	147	145	211
	Real Property, Plant, and Equipment Turnover (times)	1.75	1.39	1.36	1.72	1.73	1.13
	Total Assets Turnover	0.57	0.50	0.51	0.56	0.52	0.34
Profitability Analysis	Return on Total Assets	11.19	7.37	4.06	9.63	8.39	0.80
	Return on Equity (%)	29.35	18.10	12.43	31.71	24.22	(3.07)
	Pre-tax Income to Paid-in Capital Ratio Paid-in Capital Ratio (%)	83.53	57.61	38.42	118.16	106.85	(2.32)
	Net Margin (%)	19.69	14.84	7.88	16.97	14.47	(2.83)
	Earnings per Share ($)	6.45	4.66	3.12	9.02	8.05	(0.26)
Cash Flow	Cash Flow Ratio (%)	18.04	9.49	13.37	15.33	27.17	1.98
	Cash Flow Adequacy Ratio (%)	152.71	91.50	85.01	79.42	83.68	Note 2
	Ratio of Cash Re- investment (%)	12.68	(2.67)	7.64	9.20	9.20	2.19
Leverage	Operating Leverage	2.44	1.77	3.43	1.93	2.11	(212.37)
	Financial Leverage	1	1	1.01	1.01	1.10	0.07

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The ratio changes in various financial ratio during the past two years has reached 20%, the reasons are as
followed:
1. Decrease in current ratio:
The decrease was mainly due to repayment of long-term borrowings in the current year, causing a
decrease in cash and cash equivalents.
2. Decrease in quick ratio:
The decrease was mainly due to repayment of long-term borrowings in the current year, causing a
decrease in cash and cash equivalents.
3. Decrease in times interest earned:
The decrease was mainly due to measures taken in response to the IFRS16 for lease accounting.
Starting from the current year, the interest expense under the rent expense will be separated based on
the discount rate, resulting in an increase in the interest expense.
4. Decrease in return on equity:
The decrease was mainly due to a slight decline in the operating condition of the current year
compared with that of the previous year, resulting in a decrease in the net profit after tax.
5. Increase in cash flow ratio:
The increase was mainly due to measures taken in response to the IFRS16 for lease accounting.
Starting from the current year, the lease expenses in IFRS16 will be represented under financing
activities instead of operating activities, resulting in an increase in the net cash inflow from operating
activities.
6. Increase in cash reinvestment ratio:
The increase was mainly due to measures taken in response to the IFRS16 for lease accounting.
Starting from the current year, the lease expenses in IFRS16 will be represented under financing
activities instead of operating activities, resulting in an increase in the net cash inflow from operating
activities.
Note 1: Consolidated financial report of the financial analysis ratio data for 2015 to 2019 that is audited by the
independent auditor as calculation basis. Consolidated financial report of the financial analysis ratio data for
2020 Q1 that is audited by the independent auditor as calculation basis.

Note 2: Cash flow adequacy ratio is calculated based on data from recent 5 years, not applicable for quarter reports. Note 3: The operations capital of ratio of cash re-investment shows a negative amount, thus, calculated as zero. Note 4: Calculation formula for various financial ratio as the table below:
Capital Structure Analysis
- (1) Debt Ratio = Total Liabilities/Total Assets
- (2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities)/Net Property, Plant and Equipment
Debt-paying ability
- (1) Current Ratio = Current Assets/Current Liabilities
- (2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses)/Current Liabilities
- (3) Times Interest Earned = Earnings before Interest and Taxes/Interest Expenses
Operating Performance Analysis
- (1) Average Collection Turnover = Net Sales/Average Trade Receivables
- (2) Days Sales Outstanding = 365/Average Collection Turnover
- (3) Average Inventory Turnover = Cost of Sales/Average Inventory
- (4) Average Payment Turnover = Cost of Sales/Average Trade Payables(4) Average Collection Turnover = Net Sales/Average Trade Receivables
- (5) Average Inventory Turnover Days = 365/Average Inventory Turnover
- (6) Fixed Assets (Property, Plant and Equipment) Turnover = Net Sales/Average Net Fix Asset (Property, Plant and Equipment)
- (7) Total Assets Turnover = Net Sales/Average Total Assets
Profitability Analysis
- (1) Return on Total Assets = (Net Income + Interest Expenses × (1 - Effective Tax Rate))/Average Total Assets
- (2) Return on Equity = Net Income/Average Shareholders’ Equity
- (3) Net Margin = Net Income/Net Sales
- (4) Earnings Per Share = (Net Income - Preferred Stock Dividend)/Weighted Average Number of Shares Outstanding
Cash Flow
- (1) Cash Flow Ratio = Net Cash Provided by Operating Activities/Current Liabilities
- (2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations/Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend

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(3) Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends)/(Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)
1. Leverage
(1) Operating Leverage = (Net Sales - Variable Cost)/Income from Operations
(2) Financial Leverage = Income from Operations/(Income from Operations - Interest Expenses)

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III. Audit Committee Report for Financial Report of Recent Year

JOURDENESS GROUP LIMITED Audit committee’s audit report

Appropriate

The Board of Directors has sent the Company's Business report for 2019, Consolidated Financial Statements and Earnings Distribution Proposals etc., of which the Consolidated Financial Statements have been verified by CPA Cheng-Chun Chiu and CPA Tzu-Jung Kuo of Deloitte & Touche, who issued an unqualified opinion check report. The above-mentioned Operating Report, Consolidated Financial Statements and Earnings Distribution Proposal have been checked by the Audit Committee considered having no disagreement. According to Article 14.4 of the Securities and Exchange Act and Article 219 of the Taiwan Company Act, this report is prepared for verification.

Thereby

Shareholder Outstanding Meeting 2020, Jourdeness Limited

JOURDENESS GROUP LIMITED

Convener of the Audit Committee:

March 26, 2020

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IV. Financial Report of the Recent Year: Please see Attachmnet 1 of the 2019 Consolidated Financial Report.
V. Parent Company Only Financial Report of the Recent Year that is Audited by an Independent Auditor: Not Applicable.
VI. In the recent year and until the publication date of the annual report, the company and other affiliated companies have difficulties in financial turnover, should clearly state its influence to the company’s financial situation: None.

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VII. REVIEW AND ANALYSIS, AND RISKS MATTERS OF THE FINANCIAL STATUS AND FINANCIAL PERFORMANCE

I. Financial Status

Financial Status

Unit: NT$ in thousand

nancial Status Financial Status			Unit: NT$in thousand	Unit: NT$in thousand
Item	2019	2018	Differences
			Amount	%
Total Current Assets	1,682,877	2,195,963	(513,086)	(23.26)
Total Non-current Assets	4,787,053	3,802,818	984,235	25.88
Total Assets	6,469,930	5,998,781	471,149	7.85
Total Current Liabilities	2,877,746	2,801,036	76,710	2.74
Total Non-current Liabilities	1,570,877	1,334,665	236,212	17.70
Total Liabilities	4,448,623	4,135,701	312,922	7.57
Capital Stock	609,147	609,997	(850)	(0.14)
Capital reserve	654,431	660,696	(6,265)	(0.95)
Retained Earnings	984,383	785,928	198,455	25.25
Other Rights	(226,654)	(193,541)	(33,113)	17.11
Total Equity	2,021,307	1,863,080	158,227	8.49
For changes at 20% and above in the recent two fiscal years, and the amount changes reached NT$10,000,000, the analysis description as below: 1. The reduction in the current assets is primarily due tothe repayment of long-term borrowing this year, which caused a decrease in cash in banks. 2. The increase in non-current assets is primarily due to IFRS 16 lease accounting as the leasing premises are recognized under the right-of-use assets this year, which caused an increase of non-current assets. 3. The increase in the retained earnings is primarily due to the continuous profitabilityin 2019,which caused an increase in undistributed surplus earnings.

II. Financial Performance

Financial Performance Analysis Comparison Table

inancial Performance Financial Performance Analysis Comparison Table	inancial Performance Financial Performance Analysis Comparison Table	inancial Performance Financial Performance Analysis Comparison Table
			Unit: NT$in thousand
Item	2019	2018	Differences
			Amount	%
Net Revenue	3,252,265	3,108,496	143,769	4.63
Operating cost	760,502	721,270	39,232	5.44
Operating margin	2,491,763	2,387,226	104,537	4.38
Operating expense	1,799,723	1,686,535	113,188	6.71
Income from Operations	692,040	700,691	(8,651)	(1.23)
Non-operating Income and	(41,156)	20,070	(61,226)	(305.06)

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Expenses
Profit Before Tax	650,884	720,761	(69,877)	(9.69)
Income tax expense	180,418	193,236	(12,818)	(6.63)
Income after Income Tax	470,466	527,525	(57,059)	(10.82)
For changes at 20% and above in the recent two fiscal years, and the amount changes reached NT$10,000,000, the analysis description as below: 1. The reduction in non-operating revenue and expenses is primarily due to IFRS 16 accounting as the interest expense has split from the rent expense according to the discount rate since thisyear,which caused an increase in non-operatingrevenue.

Expected Sales Volume and Basis

As the economy of Chinese Mainland is continuing to grow, the improved economic environment has led to increases in Disposable Income per capita, also in demand for luxuries, competitive goods, and things of beauty and quality, in addition to daily necessities. The low threshold in terms of the economic requirement for the pursuit in skin and body care products and programs made it a typical consuming behavior, though has been affected by the COVID-19 at the end of 2019 followed by brief stagnation in consumption, continued growth is expected in the future market demand. After 30 years of dedication in the establishment of the brand awareness and corporate image in Taiwan, the Company has kept a stable number of regular members and continued to increase the membership through a series of membership recruitment programs. Though the rate of growth in Taiwan is less than that in the Chinese Mainland and Southeast Asia regions, a sustainably stable growth could still be expected. The business scale and the sales volume in 2020 are estimated to have slightly declined than that in 2019 due to the impact of COVID-19. For related market analysis and industry current status and development, please refer to explanation of operations status.

Possible Influences to Future Finance and Business of the Company and Plan for Countermeasures

The Company’s facial and body care products and packages are self-developed. In respond to market demands and consumption trends, continues to strive for innovative developments, promotes products and packages that are of market competition to satisfy consumers. The Company’s franchise chain store has the advantages and brand awareness, so it will not be threatened by new competitors in the short run in terms of brand loyalty or distribution channels. In future, for the Company’s re-invested companies, will pay close attention to market demand and economic changes, promote new products and packages at any time. This is to expand the market share and performance, increasing the Company’s profitability ability.

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III. Cash Flow

1. Analysis of Cash Flow in Recent Fiscal Year

Item	2019	2018	Differences	Differences
			Amount	%
Net Cash Generated from Operating Activities	781,895	429,413	352,479	82.08
Net Cash Used in Investment Activities	(286,172)	(658,916)	372,744	(56.57)
Net Cash Used in Financing Activities	(1,042,082)	679,371	(1,721,453)	(253.39)
Analysis of Cash Flow: 1. The increases in the Cashflows from operating activities is primarily due to IFRS 16 accounting, as the presenting of lease expense that is classified under IFRS 16 this year, has changed from operating activities to fundraising, which resulted in an increase in cash from the operation. 2. The reduction in the cash flows from investing activities is primarily due to the investment products that guarantee principal and interest issued by the bank are expiring. 3. The increase in the cash flows from fundraising activities is primarily due to IFRS 16 lease accounting, as the presenting of lease expense that is classified under IFRS 16 this year, has changed from operating activities to fundraising, plus the repayment of long-term borrowing.

2. Remedial Actions for Liquidity Shortfall

The Company is at the stage of growth, there will be loan transfers in due course and there is no incidence of cash capital liquidity shortfalls.

3. Cash Flow Projection for Next Year

under IFRS 16 this year, has changed from operating activities to fundraising, plus the repayment of long-term borrowing. Remedial Actions for Liquidity Shortfall The Company is at the stage of growth, there will be loan transfers in due course and there is no incidence of cash capital liquidity shortfalls. CashFlow Projection for Next Year	under IFRS 16 this year, has changed from operating activities to fundraising, plus the repayment of long-term borrowing. Remedial Actions for Liquidity Shortfall The Company is at the stage of growth, there will be loan transfers in due course and there is no incidence of cash capital liquidity shortfalls. CashFlow Projection for Next Year	under IFRS 16 this year, has changed from operating activities to fundraising, plus the repayment of long-term borrowing. Remedial Actions for Liquidity Shortfall The Company is at the stage of growth, there will be loan transfers in due course and there is no incidence of cash capital liquidity shortfalls. CashFlow Projection for Next Year	under IFRS 16 this year, has changed from operating activities to fundraising, plus the repayment of long-term borrowing. Remedial Actions for Liquidity Shortfall The Company is at the stage of growth, there will be loan transfers in due course and there is no incidence of cash capital liquidity shortfalls. CashFlow Projection for Next Year	under IFRS 16 this year, has changed from operating activities to fundraising, plus the repayment of long-term borrowing. Remedial Actions for Liquidity Shortfall The Company is at the stage of growth, there will be loan transfers in due course and there is no incidence of cash capital liquidity shortfalls. CashFlow Projection for Next Year	under IFRS 16 this year, has changed from operating activities to fundraising, plus the repayment of long-term borrowing. Remedial Actions for Liquidity Shortfall The Company is at the stage of growth, there will be loan transfers in due course and there is no incidence of cash capital liquidity shortfalls. CashFlow Projection for Next Year
Unit: NT$in thousand
Beginning Period Cash Balance	Estimated Net Cash Provided by Operating Activities for the Year	Net Cash Used in Investing and Financing Activities for the Year	Estimated Cash Balance (Shortfall)	Estimated Cash Shortfall Redress Methods
				Investment Plan	Financing Plan
837,860	872,204	(579,978)	1,130,086	－	－
Analysis of changes in estimated cash flows of 2020: 1. Operating activities: Operating revenues generated cash inflows deduct operating costs and expenses from regular operations. 2. Investment and finance activities: The Company will issue cash dividend in the year 2020 at an estimated $4 per share. Other activities include Jourdeness direct stores renovation and expansion of production equipments, building of Dapumei new plant, and so on.

Operating activities: Operating revenues generated cash inflows deduct operating costs and expenses from regular operations.
Investment and finance activities: The Company will issue cash dividend in the year 2020 at an estimated $4 per share. Other activities include Jourdeness direct stores renovation and expansion of production equipments, building of Dapumei new plant, and so on.

IV. Influence of major investments expenditures to finance and businesses in

recent year.

The Company’s major capital expenditures are fixed assets purchase expenditures, mainly are the building of direct stores, and build GMP factories to respond to market

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supply and need to continue to purchase manufacturing equipment. These do not have disadvantage influences on the Company’s finance and businesses.

V. Policy for re-investment in recent years is the main reason for its profit or loss, improvement plan and investment plan for the coming one year.

1. The Company’s Re-investment Policy

The Company’s re-investment policy is based on consideration of its core business, and will not conduct businesses beyond its scope. Self-owned Jourdeness brand is marketed in Taiwan, mainland China, South-east Asia, Europe and North America, and so on. Through various analysis of related investment plans, weighing the benefits it will bring for the Group, and in comply to the resolution passed by the board of directors or shareholders’ meeting for internal control system’s “circular investment,” “Subsidiary Operation Management and Monitoring Regulations,” “Regulations on the Transactions for Group Enterprise, Specialized Company and Related Party,” and the Company’s “Procedures for the Acquisition or Disposal of Assets.”

Major reasons for the profit or loss of re-investment in recent year and improvement plan

Unit: NT$ in thousand

Investees	Direct (indirect) Shareholding Percentage	Recognized Investment Income in 2019	Reasons for Profit or Loss	Improvement Plan
Jourdeness International	100%	120,183	Good Operating Status	None
SUCCESS	100%	370,164	Recognized Major Profits for Jourdeness Cosmetics	None
J Development (HK)	100%	(2,043)	Recognized Major Net Losses for Jourdeness Management	None
MY	100%	21,611	Good Operating Status	None
Jourdeness Cosmetics	100%	390,325	Good Operating Status	None
Jourdeness Business Management	100%	(2,043)	Good Operating Status	None

3. Investment Plan for the Coming One Year:

(1) Building New Plant in Chiayi Dapumei Machinery Park: Important subsidiary – BioJourdeness International Group Co., Ltd. for the purpose of increasing the Group’s production capacity, brand goodwill, and R&D technology, the proposal has been resolved by the board of directors to commission the building of the factory on selfowned land. Besides using it for production of the Group’s self-owned brands, it will also compete for international OEM business opportunities for the Group for important production and R&D base. The construction is expected to be completed by 2021 ready for operations.

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VI. Risks Analysis and Assessment for Recent Year and until the Publication Date of the Annual Report

(I) Interests, currency exchanges changes, inflation situations and its effect to the Company’s Profit or Loss and Future Countermeasures
Interest rate changes

	Unit: NT$inthousand	Unit: NT$inthousand	Unit: NT$inthousand	Unit: NT$inthousand	Unit: NT$inthousand	Unit: NT$inthousand
	2018		2019		2020 Q1
	Amount	To Net Sales Proportion	Amount	To Net Sales Proportion	Amount	To Net Sales Proportion
Interest Income	8,891	0.2860%	17,175	0.5281%	2,374	0.4356%
Interest Expendit ure	6,999	0.2252%	65,727	2.0210%	13,572	2.4904%

The rate of the Company’s interest revenue and interest expense to yearly net operating revenue lately and of that during the past two years is very low. However, the interest expense in 2019 has raised in comparison of that in 2018, which is primarily due to the implementation of UFRS 16 in the year 2019 that made the lease agreement that runs for more than a year to be shown under the right-of-use assets and lease liabilities respectively on the balance sheet, from which the monthly payment of rent has generated interest expense and amortization of lease liabilities; also, as the Company issued the convertible bond in December 2018, the interest rate has increased than that in 2018. The interest expense of bank loan in 2018 and 2019 are $ 6,999,000 and $ 6,539,000 respectively; the slight differences was due to changes in the market interest rate did not cause a significant impact on the Company’s financial and business performance.

The Company’s financial planning is based on principles of conservative and steady, operating capital needs to be safe, idle fund are mainly time deposits and savings deposit, interests income proportion is not high. However, the Company establishes good relationships with the financial institutions, and has established financing amount. Should the need for capital arise in the future, shall be able to obtain better finance terms and conditions; In addition, the Company’s finance unit has on regular days been paying close attention to development trends of economy, and will take countermeasures actions when necessary.

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2. Effect of Exchange Rate Changes

Unit: NT$ in thousand

Year Item	2018	2019	2020 Q1
Currency Exchange Gain (Loss)	949	3,914	(711)
To Operating Revenue Ratio(%)	0.03%	0.12%	(0.13%)

The Company’s recent two years and recent currency exchange gain (loss) to net sales base proportion. The Company’s currency are mainly NT$ (NT$) and Renminbi (RMB), various fees and purchase conditions payments are mainly based on NT$ and RMB. Collections and payments can reach the natural effects of risk avoidance, to reduce exchange needs, reducing effects of exchange rate changes to the minimum.

Effects of Inflation

Under the rapid changes of global economy, the Company until now has not been put in the position of matters of major impacts to profit/loss resulted from abovementioned inflation or deflation risks. In the future, the Company will continue to maintain good relationships with the suppliers, and take not of the changes in market price anytime, to be able to make adjustments to procurement policy and cost structure anytime, reducing the impacts of inflation changes to the Company’s profit/loss.

(II) Major reasons and future countermeasures for policy in engaging high risks, high leverage investments, capital loans to others, making guarantees or endorsements and derivative commodity exchange, profit or losses.
The Company based on the principles of steady and practical management philosophy, focused on the Company’s business management and has not engaged in high risks, high leverage investments and transactions.
The Company has in recent year and until the publication date of the annual report, the subsidiary Jourdeness International has given a loan to the Company for US$17,000,000, and the subsidiary Jourdeness International has made endorsement and guarantee for the Company to receive a US$3,000,000 bank loan. The subsidiary Jourdeness (Guangzhou) Cosmetics Co., Ltd. has made endorsement and guarantee for the Company to receive a US$10,000,000 bank loan. Besides supplementing the Company’s operating capital, the companies within the Group have not have not been engaged in matters relating to making guarantee or endorsement of capital loan and derivatives transactions. The trading will be executed with caution, under the Company established regulations of “Operating Procedures for Loaning Funds to Others,” the “Operating Procedures for Endorsement” and the “Procedures for the Acquisition or Disposal of Assets” and disclosed and filed under the law.
(III) Future Plans and Ted expenditure in R & D
(1) Future Plans in R & D
A. Developing a channel for new lines of products: plan for new channels, such as

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department stores, the new plant in Dapumei Industrial Park, and e-commerce platforms. The R & D Center aims to develop new lines of products of new dosage form, patented ingredients, exclusive materials, for enhancing the product efficiency. With regards to consumers’ needs and the trend of market, the Company has also developed skincare product comply with properties demanded by the consumers and the market trend, to increase product coverage and market share.

B. Enhancing R & D capacity through Industry-academic cooperation:
a. Continuing the program of industrial technology cooperative research with the Tainan University.
b. Launch a trilateral collaborative research project with the material supplier Technoble and Kindai University, both from Japan, to develop exclusive materials.
c. Launch a government-industry-research institute collaboration with the Industrial Technology Research Institute of Taiwan for applying government-funded project, such as the promotion for GMP cosmetics development project.
d. Launch a government-industry-academe collaboration with universities in Taiwan for applying government-funded project, such as the program of Conventional Industrial technology Development (CITD). Develop exclusively patented ingredients and products to increase the uniqueness of the Company’s products.
e. Has signed up a cooperation contract with a well-known French vendor of essential oils to develop an exclusive fragrance for the brand.
f. Develop an exclusive proprietary essential oil for weight loss in collaboration with National Chung Hsing University
C. Take part in international training programs: actively participate in international and domestic exhibitions and conferences for aggregating more product know-how, improvement of technology and innovation in implementing science technology, to develop more valuable and efficient products and purchase professional equipment, such as: gas chromatograph, high-performance liquid chromatograph, transdermal tester, particle size analyzer and nanoemulsifying machine, for the enhancement of hard and soft resources in the R&D Center.
D. Continued development in domestic and international competitions
a. In 2018, the Group received the SNQ Certificate, Bronze Award of the National Biotechnology and Medical Care Quality, and International Silver Award for Invention in Nuremberg, Germany, which were world-class quality guarantee.
b. In 2019, the Group received the SNQ Certificate, Bronze Award of the National Biotechnology and Medical Care Quality, and International Silver Award for Invention in Geneva, Switzerland, which were world-class quality guarantee. The Group will continue to participate in certifications and competitions domestic and overseas in future, such as, SNQ, Taiwan Excellence Award, Award of the National Biotechnology and Medical Care Quality, International Invention Awards, Pure Beauty Awards UK, leading Jourdeness and its products to the world stage.

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(2) Estimated expenditure in R & D

The company made the budget on the R&D expenditure step by step according to the new products and the progress of its development process, the R&D expenses in the year 2018 and 2019 are $29.356 million and $28.102 million, the R&D expenditure had increased each year due to the development of new products and purchase of more equipment for the support of future R&D projects, for the enhancement of the company’s competency in the market.

(IV) Changes in both international and domestic policies and laws impacted the company's finances and business, and the measures adopted in response.

The registered office of the Company is in the Cayman Islands of the British West Indies, where the Company has no real economic activity, the operation of the Company is primarily in Chinese mainland and Taiwan and exercise businesses under significant policies and regulation by laws of the country/region where the company is situated, legal changes and trend of development in policies are always in tracked of, whenever such changes have happened, advisors on legal affairs and accounting firms are consulted or entrusted to evaluate and plan for measures, for ensuring timely and appropriate measures in response to changes in market and the environment. In the most recent two fiscal years and until the publication date of this Annual Report, no changes found in the policies and laws of the preceded areas that might impact the company's finances and business.

(V) Changes in technology and industry impacted the company’s finances and business, and the measures adopted in response.

The company always aware the renewal in the technology of the industry and the enhancement of that, as well as keeping track of the latest market information, which enables the evaluation of the effect of changes on the company’s operation; in the most recent fiscal years and as the date of this Annual Report, no changes in technology and the industry have caused a significant effect on the company’s finances and business.

(VI) Impact on corporate crisis management in the result of changes in corporate image, and the adoption of measures in response.

The company upholds the values of honesty, reliability, and sustainable operation; since its establishment, always focusing on its core business, having good corporate image, abiding relevant laws and regulations, and is still maintaining the good corporate image, in the most recent fiscal years and as the date of this Annual Report, there has no impact on corporate crisis management in result of changes in corporate image.

(VII) The anticipated benefits and possible risks upon the facilitation of M & A activities, and the adoption of measures in response.
Until the publication date of the Annual Report, the Company has none of the plans
in merging or acquiring another company.

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(VIII) The anticipated benefits and possible risks upon expansion of the factory, and the implementation of measures in response.

In respond to operational needs and for establishing GMP plant, the subsidiary Jourdeness International has chosen the industrial land in the Phase 2 Area I of the Dapumei Industrial Park in Chiayi, for building a factory for cosmetics production that fulfills the requirement of GMP and ISO22716, as a strategy for the aim to enter the retailing and international market to enhance selling of each products, the group looks forward to the diverse business opportunities and the increase in operating revenue in the future.

To comply with the needs for acquiring the necessary area of lands and the production capacity, the company is adopting the staged construction method, by adjusting the expansion of production capacity according to demands of the market, for enhancing the capacity utilization.

(IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being taken.
Risks associated with any consolidation of purchasing operation, and mitigation measures being or to be taken.

The Company adopted the decentralized approach to corporate procurement with regards to the sources and the properties of raw materials and has purchased less than 30% in average from different suppliers in the past 2 years, to avoid purchasing from a single supplier, thus has no issues regarding consolidation of purchasing operation.

Risk associated with any consolidation of sales operation and mitigation measures being or to be taken.

The business model of the company is to provide professional beauty and body courses and selling of beauty products and services through franchising, our target customers are franchisees of the company and individual consumers, which resulted in less than 10% of sales to gross sales ratio, leave no risk associated with any consolidation of sales operation.

(X) The effect upon and risk to the Company if a significant quantity of shares belonging to a director, supervisor or shareholder holding more than 10% of the shares of the Company has been transferred or has otherwise changed hands and the measures adopted in response.

There has been no transfer of large amount of shares or change on the part of the directors or shareholders holding more than 10% of the shares of the Company, and there has been no material change in the management.

(XI) The effect upon and risks to the company associated with changes in governance personnel or top management, and implementation of mitigation measures.

Until the publication date of this Annual Report, no effect on the company due to changes in governance personnel or top management.

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(XII) Litigation or Non-Litigation Matters

If any of the Company’s director, supervisor, general manager, responsible person in fact, shareholder with more than 10% of shares and subsidiaries, has engaged in litigious or non-litigious proceedings or administrative disputes involving the company with respect to which a judgment has become final and unappealable, and for any such matter still pending, if the outcome could materially impact shareholders' equity or the prices of the company's securities: none
The Company is engaged in the current year until the date of publication of the Annual Report, the litigious or non-litigious proceedings or administrative disputes involving the company with respect to which a judgment has become final and unappealable, and for any such matter still pending, if the outcome could materially impact on the shareholders' equity or the prices of the company's securities, shall list the facts of the dispute, amount of money at stake in the dispute, the date of commencement of proceedings, the main parties to the dispute, and current status of the dispute's handling: none.

(XIII) Other significant risks and the implementation of measures in response: None.

VII. Other Remarks: None.

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VIII. MATTERS OF SPECIAL NOTE

I. Jourdeness Affiliates

(I)Affiliates’ Consolidated Operation and Business Report
Organization of the Affiliates

==> picture [489 x 294] intentionally omitted <==

----- Start of picture text -----

JOURDENESS
JOURDENESS GROUP LIMITED
GROUP LIMITED
(CAYMAN)
Taiwan Branch
100% 100% 100% 100%
JOURDENESS Bio-Jourdeness BIO-JOURDENESS
SUCCESS UNITED
DEVELOPMENT International Group COSMETIC CO. (MY)
LIMITED
LIMITED Co., Ltd. SDN. BHD.
(SAMOA)
(HK) (TW) (MY)
100% 100% 100%
JOURDENESS
(Guangzhou) JOURDENESS Jourdenwell Biomedical
COSMETOLOGY (GUANGZHOU) Co., Ltd.
ENTERPRISE COSMETICS CO., LTD (Jourdenwell
MANAGEMENT CO., (CHINA) Biomedical)
LTD.
----- End of picture text -----

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2. Overview of the Affiliates

Name of Corporation	Incorporation Date	Address	Paid-in Capital	Main Business Items
JOURDENESS DEVELOPMENT LIMITED	2009/11/12	Unit 706 Haleson Bldg 1 Jubilee ST Central HK	USD 1,000,000	Investment
SUCCESS UNITED LIMITED	2003/03/20	Offshore Chambers, P.O.Box 217 Apia, Samoa	USD 6,529,401	Investment
Bio-Jourdeness International Group Co., Ltd.	1996/01/10	No. 812 and No. 816, Sec. 1, Zhongqing Rd., Laiwang Vil., North Dist., Taichung City	NTD 205,000,000	Beauty and body spa business and manufacture of cosmetics
Jourdenwell Biomedical Co., Ltd.	2020/03/24	7F, No. 812, Sec. 1, Zhongqing Rd., Laiwang Vil., North Dist., Taichung City	NTD 40,000,000	Aesthetic medicine
BIO-JOURDENESS COSMETIC CO. (MY) SDN. BHD..	2016/08/04	38-1, JALAN USJ 10/1E, TAIPAN, 47620 SUBANG JAYA, SELANGOR	MYR 1,100,750	Beauty and body spa business
Jourdeness (Guangzhou) Cosmetology Enterprise Management Co.,Ltd.	2010/03/18	Rm. 11C05, No. 197, Guangzhou Dadaobei Rd., Yuexiu Dist., Guangzhou City	USD 1,000,000	Consulting services of beauty and body spa business
JOURDENESS (GUANGZHOU) COSMETICS CO.,LTD	2003/07/14	No. 186, Junda in the north of East Dist., Economic and Technological Development Zone, Guangzhou	USD 8,000,000	Manufacture of cosmetics and beauty and body spa business

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3. Operations of Affiliated Enterprises

December 31, 2019; Unit: NT$ in thousands

Name of Corporation	Amount of Capital	Total Assets	Total Liabilities	Operating income	Operating interest	Net Income (Loss)	Earnings per share ($)
JOURDENESS DEVELOPMENT LIMITED	USD 1,000	39,500	48	-	-	(2,043)	Not applicable
SUCCESS UNITED LIMITED	USD 6,529	1,499,721	-	-	(35)	370,164	Not applicable
Bio-Jourdeness International Group Co., Ltd.	NTD 205,000	3,600,122	2,106,306	1,387,548	160,219	120,183	5.86
BIO-JOURDENESS COSMETIC CO. (MY) SDN. BHD..	MYR 1,101	133,318	54,917	106,123	33,679	21,611	Not applicable
Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.	USD 1,000	105,426	65,929	35,861	9,574	(2,043)	Not applicable
JOURDENESS (GUANGZHOU) COSMETICS CO., LTD	USD 8,000	2,916,046	1,416,620	1,806,924	546,802	390,325	Not applicable
Jourdeness (Chengdu) Enterprise Management Co. Ltd.	Note 2	-	-	-	-	-	Not applicable

Note 1: Assets and liabilities are converted from the exchange rate (NT$1 : RMB4.305) the end of the year, whereas incomes are converted from the yearly average rate (NT$1 : RMB4.472).

Note 2: The Jourdeness (Chengdu) Enterprise Management Co. Ltd. underwent the process of liquidation and returned its share payment. The process of cancellation remained incomplete as of December 31, 2019.

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4. List of directors, supervisors and presidents of Jourdeness’ affiliates

Name of Corporation	Title	Name	Shareholding	Shareholding
			Shares	Holding Rate (%)
JOURDENESS DEVELOPMENT LIMITED	Director	Cheng-Hsiung Chen	1,000	100%
SUCCESS UNITED LIMITED	Director	Cheng-Hsiung Chen, Wei-Kuo Chen	6,529	100%
Bio-Jourdeness International Group Co., Ltd.	Director	JOURDENESS GROUP LIMITED Representative: Cheng-Hsiung Chen, Wei-Kuo Chen, Cheng-Tzu Chen , Yu- Chien Chen	20,500	100%
	Supervisor	JOURDENESS GROUP LIMITED Representative: Wei-Kuo Chen
	General Manager of the Group	Chia-Chi Chen
Jourdenwell Biomedical Co.,Ltd.	Chairman	Bio-Jourdeness International Group Co., Ltd. Representative: Chia-Chi Chen	4,000	100%
Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.	Director	Cheng-Hsiung Chen, Cheng-Tzu Chen , Yu-Chien Chen, Li-Han Liu, Ya-Yun Cheng	-	100%
	Supervisor	Wei-Kuo Chen
	General Manager of the Group	Cheng-Hsiung Chen
JOURDENESS (GUANGZHOU) COSMETICS CO., LTD	Director	Cheng-Hsiung Chen, Wei-Kuo Chen, Yu-Chien Chen, Li-Han Liu, Ya-Yun Cheng	-	100%
	Supervisor	Cheng-Tzu Chen
	General Manager of the Group	Cheng-Hsiung Chen
BIO- JOURDENESS COSMETIC CO. (MY)SDN. BHD..	Director	Chia-Chi Chen Yu-Chien Chen, Hsiao- Hui Cheng Ling-I Huang, Wen-Chih Liang, Teoh KhingKok	1,101	100%

(2) Consolidated Financial Statement of the Affiliated Enterprises: same as the Consolidated Financial Statement, please refer to Appendix I.
(3) Statement of the Consolidated Business Report of Affiliated Enterprise: not applicable.
II. Private placement securities in the most recent fiscal year and until the publication date of this Annual Report: None.

III. Status of the Company’s shares acquired, disposed of or held by the subsidiaries in the most recent fiscal year and until the publication date of this Annual Report: None.

IV. Other Necessary Supplement: None.
V. Matters that have material impact on shareholders' equity or securities prices, as set forth

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in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act, during the most recent year and as of the date of publication of the annual report: None.

VI. Note on any material differences from the rules of the ROC concerning the protection of shareholder equity: None.

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[Attachment1]

Jourdeness Group Limited and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 and Independent Auditors’ Report

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Jourdeness Group Limited

Opinion

We have audited the accompanying consolidated financial statements of Jourdeness Group Limited and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the financial statements for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Key audit matters in the audit of the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

- Impairment Assessment of Other Intangible Assets Customer Relationship and Goodwill

The accompanying consolidated financial statements for the year ended December 31, 2019 included customer relationship (classified as other intangible assets) of NT$775,134 thousand and goodwill of NT$522,188 thousand, for a total amount of NT$1,297,322 thousand, which represented 20% of total assets in the consolidated financial statements. The intangible assets of customer relationship and goodwill both resulting from the acquisition of assets and existing operations of beauty stores in mainland China, Taiwan and Malaysia for expanding the cosmetology services and the scale of Group’s operations. In accordance with IAS 36 “Impairment of Assets”, management assesses whether there is any indication that those assets have suffered any impairment loss at the balance sheet date. Determining whether those assets are impaired requires an estimation of the recoverable amount of the cash-generating unit to which those assets have been allocated, and the assumptions suffer from high uncertainty since they are subject to management’s judgments and affected by economic trends. Therefore, the impairment assessment of intangible assets was identified as one of the key audit matters.

Refer to Notes 4, 5, 15, 16 and 29 to the consolidated financial statements for the accounting policies, critical accounting judgments and key sources of estimation uncertainty and details of the information about the impairment of intangible assets of customer relationship and goodwill.

The audit procedures performed in response to the above key audit matter included the following:

We understood and assessed the reasonableness of the identification for impairment of those assets by management.
We evaluated the professional qualification, competency and independence of independent valuers engaged by the management.
We understood the process and basis for the estimation of sales growth rate and profit margin with regard to the future operating prospects of the asset’s cash-generating units.
We consulted our internal experts to assess the reasonableness and appropriateness of assumptions and methods used in the impairment test report provided by the independent valuers.

Revenue Recognition of Beauty and Body Spa Course Services

As of December 31, 2019, the carrying amount of the contract liabilities - current was NT$1,831,738 thousand, which represented 41% of total liabilities in the consolidated financial statements. For the year ended December 31, 2019, the revenue from beauty and body spa course services amounted to NT$1,596,852 thousand, which represented 49% of net revenue in the consolidated financial statements. The Group’s management recognized revenue arising from beauty and body spa course services based on independent actuarial reports. The assumptions of actuarial analyses were made according to the Group’s historical service experience, and the percentage of expected redemption rate of deferred courses was calculated as the number of courses actually rendered to customers relative to the number of courses expected to be rendered to customers, excluding the courses that had incurred refund liability

147

during the effective period. Such underlying assumptions are subject to management’s objective judgments and estimates which are highly uncertain. Therefore, the revenue recognition of beauty and body spa course services was identified as one of the key audit matters.

Refer to Notes 4, 5, 20 and 24 to the consolidated financial statements for the accounting policies, critical accounting judgments and key sources of estimation uncertainty, and details of the information about the recognition of revenue from beauty and body spa course services.

The audit procedures performed in response to the above key audit matter included the following:

We evaluated the professional qualifications, competency and independence of the independent actuaries engaged by the management.
We understood and sample tested the accuracy and completeness of the data used by management in performing actuarial analyses of the expected redemption rate of deferred courses.
We compared the methodologies and significant assumptions, including expected redemption rate and expected aggregate redemption rate of deferred courses, with specific historical data of the Group in order to assess the reasonableness of management’s judgments.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

148

economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these

149

matters in our auditor’s report unless law or regulation preludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are ChengChun Chiu and Tzu-Jung Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

March 26, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4, 8 and 33) Notes receivable (Notes 4 and 9) Trade receivables (Notes 4 and 9) Trade receivables from related parties (Notes 4, 9 and 32) Other receivables from related parties (Notes 4 and 32) Inventories (Notes 4, 10, 29 and 32) Current tax assets (Notes 4 and 26) Other current assets (Notes 29 and 32) Total current assets NON-CURRENT ASSETS Financial assets at amortized cost - non-current (Notes 4, 8 and 33) Property, plant and equipment (Notes 4, 5, 12, 29, 32 and 33) Right-of-use assets (Notes 3, 4, 13 and 14) Investment properties (Notes 4, 5, 13 and 14) Other intangible assets (Notes 4, 5 ,16 and 29) Goodwill (Notes 4, 5, 15 and 29) Deferred tax assets (Notes 4 and 26) Other non-current assets (Notes 17, 22 and 29) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4, 18, 32 and 33) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 19) Contract liabilities - current (Notes 4, 20, 24 and 29) Notes payable Trade payables Trade payables to related parties (Note 32) Other payables (Note 21) Other payables to related parties (Note 32) Current tax liabilities (Notes 4 and 26) Lease liabilities - current (Notes 3, 4 and 13) Other current liabilities (Note 32) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4 and 19) Long-term borrowings (Notes 4, 18, 32 and 33) Deferred tax liabilities (Notes 4 and 26) Lease liabilities - non-current (Notes 3, 4 and 13) Guarantee deposits Net defined benefit liabilities - non-current (Notes 4 and 22) Total non-current liabilities Total liabilities EQUITY (Notes 4, 19, 23 and 28) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unearned employee benefits Total other equity Total equity TOTAL	2019 Amount % $837,860 13 3,045 - 292,740 5 - - 160,235 3 12,845 - 26,922 - 320,245 5 - - 28,985 - 1,682,877 26 253,461 4 1,890,916 29 1,064,135 17 121,700 2 780,908 12 522,188 8 73,095 1 80,650 1 4,787,053 74 $6,469,930 100 $76,449 1 150 - 1,902,040 29 478 - 28,280 1 686 - 303,627 5 1,677 - 236,540 4 316,455 5 11,364 - 2,877,746 45 729,409 11 - - 115,057 2 689,962 11 36,449 - - - 1,570,877 24 4,448,623 69 609,147 9 654,431 10 165,403 2 48,568 1 770,412 12 984,383 15 (114,897 ) (2 ) (111,757 ) (1 ) (226,654 ) (3 ) 2,021,307 31 $6,469,930 100	2018
		Amount % $1,367,873 23 - - 290,680 5 106 - 175,297 3 - - 2,714 - 265,749 5 9,140 - 84,404 1 2,195,963 37 252,241 4 1,869,399 31 - - 116,942 2 866,108 14 520,514 9 35,707 1 141,907 2 3,802,818 63 $5,998,781 100 $78,323 1 1,275 - 2,323,381 39 284 - 28,718 1 - - 331,445 6 1,957 - 26,910 - - - 8,743 - 2,801,036 47 719,327 12 400,000 7 182,198 3 - - 33,132 - 8 - 1,334,665 22 4,135,701 69 609,997 10 660,696 11 112,651 2 19,415 - 653,862 11 785,928 13 (48,568 ) (1 ) (144,973 ) (2 ) (193,541 ) (3 ) 1,863,080 31 $5,998,781 100

The accompanying notes are an integral part of the consolidated financial statements.

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 5, 20, 24, 29 and 32) OPERATING COSTS (Notes 4, 10, 25 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 4, 22, 25 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 13, 25 and 32) Other income Other gains and losses Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 22 and 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Income tax relating to items that will not be reclassified subsequently to profit or loss	2019 Amount % $3,252,265 100 760,502 24 2,491,763 76 1,426,206 44 345,415 10 28,102 1 1,799,723 55 692,040 21 31,430 1 (6,859 ) - (65,727 ) (2) (41,156 ) (1) 650,884 20 180,418 6 470,466 14 3,109 - (621) - 2,488 -	2018
		Amount % $3,108,496 100 721,270 23 2,387,226 77 1,304,351 42 352,828 12 29,356 1 1,686,535 55 700,691 22 35,029 1 (7,960 ) - (6,999 ) - 20,070 1 720,761 23 193,236 6 527,525 17 (411) - (4) - (415) - (Continued)

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 27) Basic Diluted	2019 Amount % $(66,329 ) (2) (63,841 ) (2) $406,625 12 $ 8.05 $ 7.15	2018
		Amount % $(29,153 ) (1) (29,568 ) (1) $497,957 16 $ 9.02 $ 8.85

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Capital Surplus Share Capital (Note 23) (Notes 4, 19 and 23) BALANCE AT JANUARY 1, 2018 $611,547 $646,702 Appropriation of 2017 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Donations from shareholders - 55 Equity component of convertible bonds issued by the Company - 25,363 Net profit for the year ended December 31, 2018 - - Other comprehensive loss for the year ended December 31, 2018, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2018 - - Issuance of restricted employee shares - - Cancelation of restricted employee shares (1,550 ) (11,424 ) BALANCE AT DECEMBER 31, 2018 609,997 660,696 Appropriation of 2018 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Net profit for the year ended December 31, 2019 - - Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2019 - - Issuance of restricted employee shares - - Cancelation of restricted employee shares (850 ) (6,265 ) BALANCE AT DECEMBER 31, 2019 $609,147 $654,431	Retained Earnings (Note 23) Legal Reserve Special Reserve Unappropriated Earnings $94,411 $11,317 $305,814 18,240 - (18,240 ) - 8,098 (8,098 ) - - (152,724 ) - - - - - - - - 527,525 - - (415 ) - - 527,110 - - - - - - 112,651 19,415 653,862 52,752 - (52,752 ) - 29,153 (29,153 ) - - (274,499 ) - - 470,466 - - 2,488 - - 472,954 - - - - - - $165,403 $48,568 $770,412	Other Equity (Notes 4, 23 and 28) Exchange Differences on Translating Unearned Foreign Operations Employee Benefits Total Equity $(19,415 ) $(186,227 ) $1,464,149 - - - - - - - - (152,724 ) - - 55 - - 25,363 - - 527,525 (29,153 ) - (29,568 ) (29,153 ) - 497,957 - 28,280 28,280 - 12,974 - (48,568 ) (144,973 ) 1,863,080 - - - - - - - - (274,499 ) - - 470,466 (66,329 ) - (63,841 ) (66,329 ) - 406,625 - 26,101 26,101 - 7,115 - $(114,897 ) $(111,757 ) $2,021,307

The accompanying notes are an integral part of the consolidated financial statements.

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

	2019	2018
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$650,884	$720,761
Adjustments for:
Depreciation expenses	583,125	166,992
Amortization expenses	109,547	102,787
Expected credit loss recognized on trade receivables	16	83
Net gain on fair value changes of financial assets at fair value
through profit or loss	(1,148 )	-
Finance costs	65,727	6,999
Interest income	(17,175 )	(8,891 )
Compensation costs of employee share options	26,101	28,280
Loss (gain) on disposal of property, plant and equipment	521	(41)
Property, plant and equipment transferred to expenses	3,860	1,560
Loss on disposal of intangible assets	14	-
Loss on lease modification	695	-
Reversal of write-down of inventories	(1,602 )	(3,341 )
Loss on disposal of inventories	6,015	9,588
Amortization of prepayments for leases	-	6,262
Changes in operating assets and liabilities
Notes receivable	106	162
Trade receivables	2,201	2,343
Other receivables	(24,208 )	6,549
Inventories	(52,220 )	27,579
Other current assets	31,460	(11,760 )
Notes payable	194	(10)
Trade payables	248	(1,257 )
Other payables	14,524	25,384
Contract liabilities	(527,425 )	(615,697 )
Other current liabilities	2,621	1,761
Net defined benefit liabilities	(1,101 )	(999)
Cash generated from operations	872,980	465,094
Interest received	15,994	8,908
Interest paid	(48,648 )	(6,992 )
Income tax paid	(58,431 )	(37,597 )
Net cash generated from operating activities	781,895	429,413
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost	(100,269 )	(311,359 )
Proceeds from sale of financial assets at amortized cost	86,100	-
Purchase of financial assets at fair value through profit or loss	(116,162 )	-
Proceeds from sale of financial assets at fair value through profit
or loss	113,025	-
Net cash outflows on business combinations	(26,363 )	(51,683 )
Payments for property, plant and equipment	(240,033 )	(277,196 )
		(Continued)

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JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

	2019	2018
Proceeds from disposal of property, plant and equipment	$3,634	$ 314
Increase in refundable deposits	(6,437 )	(11,292 )
Payments for intangible assets	(1,686 )	(3,579 )
Decrease (increase) in other non-current assets	2,596	(1,597 )
Decrease in prepayments for equipment	(577)	(2,524 )
Net cash used in investing activities	(286,172 )	(658,916 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings	219,485	78,323
Repayments of short-term borrowings	(213,465 )	-
Repayments of issuance cost of convertible bonds	(3,600 )	-
Proceeds from issuance of convertible bonds	-	749,565
Proceeds from long-term borrowings	(400,000 )	-
Proceeds from guarantee deposits received	3,317	4,152
Repayment of the principal portion of lease liabilities	(373,320 )	-
Dividends paid to owners of the Company	(274,499 )	(152,724 )
Donation from shareholders	-	55
Net cash (used in) generated from financing activities	(1,042,082	) 679,371
EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH AND CASH EQUIVALENTS HELD IN
FOREIGN CURRENCIES	16,346	(12,441 )
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS	(530,013 )	437,427
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR	1,367,873	930,446
CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR	$837,860	$1,367,873

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

1. GENERAL INFORMATION

Jourdeness Group Limited (the “Company”) was incorporated in Cayman Islands in June 2010. The Company and its subsidiaries (collectively referred to as the “Group”) are mainly engaged in the beauty and body spa business (except medical cosmetology), manufacturing and sale of cosmetics, business management and consulting services.

The Company’s shares have been listed on the Taiwan Stock Exchange since October 21, 2015.

The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on March 26, 2020.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRIC (IFRIC), and Interpretations of SIC (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:

IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessee and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Refer to Note 4 for information relating to the relevant accounting policies.

Definition of a lease

The Group elects to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 are not reassessed and are accounted for in accordance with the transitional provisions under IFRS 16.

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The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities are classified within financing activities; cash payments for the interest portion are classified within operating activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. Prepaid lease payments for land use rights in mainland China were recognized as prepayments for leases. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows.

The Group elected to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information was not restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments. The Group applies IAS 36 to all right-of-use assets.

The Group expects to apply the following practical expedients:

a) The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
b) The Group accounts for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.
c) The Group excludes initial direct costs from the measurement of right-of-use assets on January 1, 2019.
d) The Group uses hindsight, such as in determining lease terms, to measure lease liabilities.

The lessee’s weighted average incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 was 4.62%. The difference between the (i) lease liabilities recognized and (ii) operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease commitments on December 31, 2018 $1,113,953 Less: Recognition exemption for short-term leases (1,784) Undiscounted amounts on January 1, 2019 $1,112,169 Discounted amounts using the incremental borrowing rate on January 1, 2019 $1,035,866 The Group as lessor

The Group does not make any adjustments for leases in which it is a lessor, and it accounts for those leases with the application of IFRS 16 starting from January 1, 2019.

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The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 is set out as follows:

16 is set out as follows:
		Adjustments
	As Originally	Arising from
	Stated on	Initial	Restated on
	January 1, 2019	Application	January 1, 2019
Prepayments for leases - current	$52,053	$(52,053 )	$ -
Prepayments for leases - non-current	72,322	(72,322 )	-
Right-of-use assets	-	1,160,241	1,160,241
Total effect on assets	$124,375	$1,035,866	$1,160,241
Lease liabilities - current	$ -	$291,470	$291,470
Lease liabilities - non-current	-	744,396	744,396
Total effect on liabilities	$ -	$1,035,866	$1,035,866

b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2020

2020
New IFRSs Amendments to IFRS 3 “Definition of a Business” Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark Reform” Amendments to IAS 1 and IAS 8 “Definition of Material”	Effective Date Announced by IASB
	January 1, 2020 (Note 1) January 1, 2020 (Note 2) January 1, 2020 (Note 3)

Note 1: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.
Note 2: The Group shall apply these amendments retrospectively for annual reporting periods beginning on or after January 1, 2020.
Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New IFRSs Announced by IASB (Note) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 “Classification of Liabilities as Current or NonJanuary 1, 2022 current”

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Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit assets/liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
3) Level 3 inputs are unobservable inputs for an asset or liability.
c. Classification of current and non-current assets and liabilities

Current assets include:

1) Assets held primarily for the purpose of trading;
2) Assets expected to be realized within 12 months after the reporting period; and
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

1) Liabilities held primarily for the purpose of trading;
2) Liabilities due to be settled within 12 months after the reporting period, and
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

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d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries). When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

Refer to Note 11, Table 7 and Table 8 for detailed information on subsidiaries (including percentages of ownership and main businesses).

e. Business combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.

Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

f. Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

For the purpose of presenting consolidated financial statements, the functional currencies of the Company and its foreign operations (including subsidiaries in other countries that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

g. Inventories

Inventories consist of raw materials, supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

h. Property, plant and equipment

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Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If a lease term is shorter than the assets’ useful lives, such assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

i. Investment properties

Investment properties are properties held to earn rental and/or for capital appreciation. Beginning January 1, 2019, investment properties include right-of-use assets and properties if the definition of investment properties is met; before January 1, 2019, investment properties included properties if the definition of investment properties was met. Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss.

Beginning January 1, 2019, investment properties acquired through leases were initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made on or before the commencement date, plus initial direct costs incurred and an estimate of costs needed to restore the underlying assets, less any lease incentives received. These investment properties are subsequently measured at cost less accumulated depreciation and accumulated impairment loss and adjusted for any remeasurement of the lease liabilities.

Except for freehold land which is not depreciated, the depreciation of all investment properties are recognized using the straight-line method.

For a transfer of classification from right-of-use assets to investment properties, the deemed cost of an item of property for subsequent accounting is its carrying amount.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

j. Goodwill

Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount,

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including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.

If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

k. Intangible assets

1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

2) Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

3) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

l. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cashgenerating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.

m. Financial instruments

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Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

a) Measurement categories

Financial assets are classified into the following categories:

i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, and any dividends or interest earned on such financial assets are recognized in other income; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 31.

ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable at amortized cost, trade receivables and other receivables, are measured at amortized cost, which equals the gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of such financial assets; and

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ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
A financial asset is credit impaired when one or more of the following events have occurred:
i) Significant financial difficulty of the issuer or the borrower;
ii) Breach of contract, such as a default;
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
iv) The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

b) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):

i. Internal or external information show that the debtor is unlikely to pay its creditors.
ii. When a financial asset is more than specific days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.

The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

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On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

2) Equity instruments

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.

3) Financial liabilities

a) Subsequent measurement

Except for the following situations, all financial liabilities are measured at amortized cost using the effective interest method:

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when such financial liabilities are held for trading.

Financial liabilities held for trading are stated at fair value, and any remeasurement gains or losses on such financial liabilities are recognized in other gains or losses. Fair value is determined in the manner described in Note 31.

b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

4) Convertible bonds

The component parts of compound instruments (i.e., convertible bonds) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will

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be transferred to capital surplus - share premiums.

Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.

n. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

1) Revenue from the sale of goods

Revenue from the sale of goods comes from sales of beauty cosmetics. The main channels of distribution are franchise, directly-managed stores and internet. Sales of beauty cosmetics are recognized as revenue when the goods are delivered to the customer’s specific location. Before the goods are delivered to the customer, the transaction price received is recognized as a contract liability. When the goods have been delivered to the customer, the advance receipts is recognized as revenue.

2) Revenue from the rendering of services

The services revenue comes from beauty and body spa course services, and the Group provides beauty and body spa course services and charges for various courses. At the time of sale, the total amount of income from the beauty and body spa courses will be based on the ratio of number of courses in which customers actually attended to the overall number of courses, advanced receipts are recognized as a contract liability, then reclassified as revenue when services have been provided. At the end of each reporting period, the Group’s management recognized and adjusted beauty and body spa course services revenue based on the actuarial analyses of the Group’s historical service experience and the percentage of expected redemption rate of deferred courses was calculated as the number of courses actually rendered to customers relative to the number of courses expected to be rendered to customers, excluding the courses that had incurred refund liability during the effective period.

o. Leasing

2019

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-ofuse asset arising from the head lease, not with reference to the underlying asset. However, if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying recognition exemption, the sublease is classified as an operating lease.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases.

2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition

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exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Rightof-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

2018

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

1) The Group as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

2) The Group as lessee

Operating lease payments are recognized as expenses on a straight-line basis over the lease term.

p. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

q. Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

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2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost), and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

r. Share-based payment arrangements

Restricted shares for employees granted to employees

The fair value at the grant date of the restricted shares for employees is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in other equity - unearned employee benefits. It is recognized as an expense in full at the grant date if vested immediately.

When restricted shares for employees are issued, other equity - unearned employee benefits is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees.

At the end of each reporting period, the Group revises its estimate of the number of restricted shares for employees expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital surplus - restricted shares for employees.

s. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Law, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss

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carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred taxes for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

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5. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Key Sources of Estimation Uncertainty

a. Beauty and body course services revenue recognition

In principle, the total amount for the total number of the beauty and body spa course advanced receipt from customer is recognized as a contract liability, then reclassified as revenue when service is provided. At the end of each reporting period, the Group needs judgment to assess the assumptions of the actuarial analyses, including the percentage of expected redemption rate of deferred courses calculated as the number of courses actually rendered to customers relative to the number of courses expected to be rendered to customers, excluding the courses that have incurred refund liability during the effective period, in order to adjust the revenue recognized.

b. Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cashgenerating units to which goodwill has been allocated. The calculation of the value in use requires management to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate the present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

c. Impairment of tangible assets and intangible assets other than goodwill

In assessing the impairment of tangible assets and intangible assets, management evaluates the cash flows and profit or loss of specific group of assets based on management’s objective judgment and industry characteristic. When there are changes in the economic trends or corporate strategies, a material impairment loss may arise.

d. Lessee’s incremental borrowing rates

In determining a lessee’s incremental borrowing rate used in discounting lease payments, a risk-free rate for the same currency and relevant duration is selected as a reference rate, and the lessee’s credit spread adjustments and lease specific adjustments (such as asset type, secured position, etc.) are also taken into account.

171

6. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
December 31 2019 2018 Cash on hand $3,644 $5,178 Checking accounts and demand deposits 810,539 817,975 Cash equivalents Time deposits 23,677 544,720 $837,860 $1,367,873 The market rate intervals of cash in bank at the end of the reporting period were as follows: December 31 2019 2018 Bank balance 0.01%-3.10% 0.01%-2.10% FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS December 31 2019 2018 Financial assets at FVTPL-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets - financial bonds $3,045 $- Financial liabilities at FVTPL-current Financial liabilities held for trading Derivative financial liabilities (not under hedge accounting) Put option and redemption option of convertible bonds (Note 19) $150 $1,275		December 31
		2019 $3,045 $150	2018 $- $1,275

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

8. FINANCIAL ASSETS AT AMORTIZED COST

FINANCIAL ASSETS AT AMORTIZED COST
Current Financial products (a) Time deposits with original maturities of more than 3 months (b) Non-current Restricted time deposits (c) Restricted demand deposits (c)		December 31
		2019 $99,015 193,725 $292,740 $252,217 1,244 $253,461	2018 $290,680 - $290,680 $250,001 2,240 $252,241

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a. Financial products were recognized when its subsidiaries, Jourdeness (Guangzhou) Cosmetics Co., Ltd. and Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd., entered into principal protected interest rate linked investment product with the bank. At the end of the reporting period, outstanding financial products were as follows:

Annual rate of return Maturity date	December 31
	2019 2018 3.45%-3.55% 3.80%-4.10% 2020.02.28- 2020.05.11 2019.01.28- 2019.12.25

The Group’s investment policy was to invest in both short-term financial products and structured deposits with low credit risk. The Group assessed the impact of credit risk on principal and benefits through understanding of the final destination of the funds and the value of collaterals. For the years ended December 31, 2019 and 2018, no impairment loss was recognized for financial products.

b. The interest rate for time deposit with original maturities of more than 3 months was 2.25% per annum as of December 31, 2019.
c. The market interest rates for restricted time deposits and restricted demand deposits were ranging from 0.10% to 1.045% and 0.10% to 0.63% per annum as of December 31, 2019 and 2018.
d. Refer to Note 33 for information relating to investments financial assets at amortized cost pledged as security.

9. NOTES RECEIVABLE AND TRADE RECEIVABLES

NOTES RECEIVABLE AND TRADE RECEIVABLES
Notes receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Notes receivable - operating Trade receivables At amortized cost Gross carrying amount Less: Allowance for impairment loss Trade receivables from related parties (Note 32)		December 31
		2019 $ - - $ - $ - $160,845 (610) $160,235 $12,845	2018 $ 106 - $ 106 $ 106 $175,891 (594) $175,297 $ -

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The retail sales of the Group to individual consumers were usually settled through cash and credit card. Trade receivables mainly consist of payments due from banks for credit cards. The average credit period of sales of goods for other trade receivables was 90-180 days, and no interest was charged on trade receivables.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables based on the Group’s provision matrix.

December 31, 2019

Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost December 31, 2018 Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost	Not Past Due Less than 90 Days 91 to 180 Days 181 to 240 Days Over 241 Days $159,569 $ 490 $ 190 $ 19 $ 577 - (14) (17) (2) (577) $159,569 $ 476 $ 173 $ 17 $ - Not Past Due Less than 90 Days 91 to 180 Days 181 to 240 Days Over 241 Days $174,999 $ 275 $ 32 $ 2 $ 583 - (8) (3) - (583) $174,999 $ 267 $ 29 $ 2 $ -	Total $160,845 (610) $160,235
		Total $175,891 (594) $175,297

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1 Add: Net remeasurement of loss allowance Balance at December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 $594 16 $610	2018 $511 83 $594

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10. INVENTORIES

INVENTORIES
Raw materials Work in progress Finished goods Merchandise		December 31
		2019 $124,352 15,956 167,611 12,326 $320,245	2018 $99,345 10,254 139,308 16,842 $265,749

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2019 and 2018 were as follows:

Work in progress Finished goods Merchandise The cost of inventories recognized as cost of goods sold for the years were as follows:	, , 15,956 10,254 167,611 139,308 12,326 16,842 $320,245 $265,749 ended December 31, 2019 and 2018	, , 15,956 10,254 167,611 139,308 12,326 16,842 $320,245 $265,749 ended December 31, 2019 and 2018	, , 15,956 10,254 167,611 139,308 12,326 16,842 $320,245 $265,749 ended December 31, 2019 and 2018
Cost of inventories sold Loss on disposal of inventories Inventory write-downs (reversed) Gain on physical inventory	For the Year Ended December 31
		2019 $246,896 6,015 (1,602 ) (669) $250,640	2018 $228,650 9,588 (3,341 ) (221) $234,676

11. SUBSIDIARIES

Subsidiaries Included in the Consolidated Financial Statements

Investor
Investee
Nature of Activities
The Company
Bio-Jourdeness International Group Co.,
Ltd. (“Jourdeness International”)
Beauty and body spa business
and manufacture of
cosmetics

The Company
Success United Limited (“Success”)
Investment

The Company
Jourdeness Development Limited
(“J Development”)
Investment

The Company
Bio-Jourdeness Cosmetic Co. (MY) Sdn.
Bhd. (“MY”)
Beauty and body spa business
Success
Jourdeness (Guangzhou) Cosmetics Co.,
Ltd. (“Jourdeness (Guangzhou)
Cosmetics”)
Manufacture of cosmetics and
beauty and body spa business

J Development
Jourdeness (Guangzhou) Cosmetology
Enterprise Management Co., Ltd.
(“Jourdeness (Guangzhou) Enterprise
Management”)
Consulting services of beauty
and body spa business

Jourdeness (Guangzhou)
Enterprise Management
Changsha Jourdeness Enterprise
Management Consulting Co., Ltd.
(“Changsha Enterprise Management”)
Consulting services of beauty
and body spa business
Jourdeness (Guangzhou)
Enterprise Management
Chengdu Jourdeness Enterprise
Management Consulting Co., Ltd.
(“Chengdu Enterprise Management”)
Consulting services of beauty
and body spa business

Proportion of Ownership
(%)
December 31
2019
2018
Remark
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
-
100.00
a
100.00
100.00
a

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Remarks:

a. Considering the layout of mainland China market, the board of directors of Jourdeness (Guangzhou) Enterprise Management approved the liquidation of Changsha Enterprise Management and Chengdu Enterprise Management on July 5, 2017. At the end of the reporting period, Changsha Enterprise Management had completed the deregistration process. As of March 26, 2020, Chengdu Enterprise Management had not completed the deregistration process.
b. To expand the biotech and medical aesthetic market, the board of directors of Jourdeness International Management approved to establish a 100% owned subsidiary, Jourdenwell Biomed Co., Ltd., on March 6, 2020, and authorized the chairman to set up related matters for establishment with an investment limit of NT$40,000 thousand.

12. PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT
Freehold Land Buildings Machinery and Equipment Transportation Equipment Office Equipment Other Equipment Leasehold Improvements Construction in Progress and Machinery in Transit Cost Balance at January 1, 2018 $817,118 $797,040 $96,853 $24,119 $166,753 $36,328 $293,019 $107,035 Additions - 21,066 3,744 3,615 33,569 222 5,811 216,171 Acquisitions through business combinations (Note 29) - - - - 4,898 - 10,563 - Disposals - (2,658) (289) (942) (1,563) (159) - - Reclassification - 170,962 - - 7,851 - 109,141 (289,899 ) Effect of foreign currency exchange differences - (7,545) (1,585) (432) (1,530) (734) (5,242) (56) Balance at December 31, 2018 $817,118 $978,865 $98,723 $26,360 $209,978 $35,657 $413,292 $33,251 Accumulated depreciation Balance at January 1, 2018 $ - $297,597 $61,609 $19,455 $124,859 $24,992 $59,101 $ - Depreciation expenses - 53,974 5,925 1,545 30,305 3,296 71,947 - Acquisitions through business combinations (Note 29) - - - - 1,977 - - - Disposals - (2,658) (260) (728) (1,549) (143) - - Effect of foreign currency exchange differences - (2,667) (1,144) (354) (1,131) (565) (1,538) - Balance at December 31, 2018 $ - $346,246 $66,130 $19,918 $154,461 $27,580 $129,510 $ - Carrying amounts at December 31, 2018 $817,118 $632,619 $32,593 $6,442 $55,517 $8,077 $283,782 $33,251 Cost Balance at January 1, 2019 $817,118 $978,865 $98,723 $26,360 $209,978 $35,657 $413,292 $33,251 Additions - 872 2,435 6,160 18,411 109 9,808 190,369 Acquisitions through business combinations (Note 29) - - - - 597 - 1,029 - Disposals - - (42) (14,100 ) (2,885) (235) - (2,273) Reclassification - 4,051 - - 3,705 - 94,000 (105,616 ) Effect of foreign currency exchange differences - (13,923 ) (2,891) (468) (3,068) (1,313) (12,122 ) (146) Balance at December 31, 2019 $817,118 $969,865 $98,225 $17,952 $226,738 $34,218 $506,007 $115,585 Accumulated depreciation	Total $2,338,265 284,198 15,461 (5,611) (1,945) (17,124 ) $2,613,244
	$587,613 166,992 1,977 (5,338) (7,399) $743,845 $1,869,399
	$2,613,244 228,164 1,626 (19,535 ) (3,860) (33,931 ) $2,785,708

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Balance at January 1, 2019
$ -
$346,246
$66,130
$19,918
$154,461
$27,580
$129,510
$ -

Depreciation expenses
-
57,051
5,869
1,514
24,601
2,416
91,317
-

Acquisitions through business
combinations (Note 29)
-
-
-
-
295
-
-
-

Disposals
-
-
(29)
(12,676
)
(2,609)
(66)
-
-

Effect of foreign currency
exchange differences

-
(5,807)
(2,183)
(194)
(2,419)
(1,107)
(5,026)

-

Balance at December 31, 2019
$ -
$397,490
$69,787
$8,562
$174,329
$28,823
$215,801
$ -

Carrying amounts at
December 31, 2019
$817,118
$572,375
$28,438
$9,390
$52,409
$5,395
$290,206
$115,585

$743,845
182,768
295
(15,380
)
(16,736
)
$894,792
$1,890,916

In response to the demand of operation, the purchase of building located in Panyu District, Guangzhou, China, from key management was resolved by the board of directors of Jourdeness (Guangzhou) Cosmetics on January 22, 2018. The purchase price of the building was RMB16,000 thousand.

No impairment assessment was performed for the years ended December 31, 2019 and 2018, as there were no indications of impairment.

The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:

Buildings Plant buildings and office 10 to 50 years Others 5 to 10 years Machinery and equipment 5 to 10 years Transportation equipment 5 years Office equipment 3 to 10 years Other equipment 3 to 10 years Leasehold improvements 1 to 10 years

Property, plant and equipment pledged as collateral for bank borrowings and performance guarantees were set out in Note 33.

13. LEASE ARRANGEMENTS

a. Right-of-use assets - 2019

Carrying amounts Land Buildings Transportation equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land Buildings Transportation equipment	December 31, 2019 $69,622 983,968 10,545 $1,064,135 For the Year Ended December 31, 2019 $433,513 $1,950 395,964 1,665 $399,579

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$1,601

Income from the subleasing of right-of-use assets (presented in other income)

The Group has been subleasing its leasehold office space located in Chengdu and Xiamen to other Companies under operating leases. The related right-of-use assets are presented as investment properties (as set out in Notes 14 and 32). The amounts disclosed above with respect to the right-ofuse assets do not include right-of-use assets that meet the definition of investment properties.

b. Lease liabilities - 2019

Carrying amounts Current Non-current	December 31, 2019 $316,455 $689,962

Range of discount rate for lease liabilities was as follows:

	December 31,
	2019
Buildings	1.45%-6.25%
Transportation equipment	1.45%

c. Material lease-in activities and terms

The Group leases certain land, buildings and transportation equipment for the use of offices with lease terms of 2 to 50 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.

d. Other lease information

2019

Expenses relating to short-term leases Total cash outflow for leases	For the Year Ended December 31, 2019 $2,300 $(426,682 )

The Group leases certain office equipment and buildings which qualify as short-term leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

Before application of IFRS 16, the Group recognized prepaid lease payments of land use right in mainland China as prepayments for lease. Refer to Notes 3 and 17 for information relating to the reclassification in 2018.

Lease commitments (the Group as a lessee) with lease terms commencing after the balance sheet dates are as follows:

Lease commitments	December 31, 2019 $46,586

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2018

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years	December 31, 2018 $358,515 647,760 107,678 $1,113,953

14. INVESTMENT PROPERTIES

INVESTMENT PROPERTIES
Land Right-of-use assets Cost Balance at January 1, 2018 Balance at December 31, 2018 Accumulated depreciation Balance at January 1, 2018 Balance at December 31, 2018 Carrying amounts at December 31, 2018 Cost Balance at January 1, 2019 Transfers from right-of-use assets Effects of foreign currency exchange differences Balance at December 31, 2019 Accumulated depreciation Balance at January 1, 2019 Depreciation expenses Effects of foreign currency exchange differences Balance at December 31, 2019 Carrying amounts at December 31, 2019	Land $116,942 $116,942 $ - $ - $116,942 $116,942 - - $116,942 $ - - - $ - $116,942	For the Year Ended December 31
			2019 $116,942 4,758 $121,700 Right-of-use Assets $ - $ - $ - $ - $ - $ - 5,720 (214) $5,506 $ - 778 (30) $ 748 $4,758	2018 $116,942 - $116,942 Total $116,942 $116,942 $ - $ - $116,942 $116,942 5,720 (214) $122,448 $ - 778 (30) $ 748 $121,700

a. The Group’s freehold land in Taichung, including the land serial numbers of 0716-0000, 0716-0001, 0717-0000 and 0742-0000, were not for operation and lease in 2019 and 2018. There were no direct operating expenses of investment properties for the years ended in December 31, 2019 and 2018.
b. The fair values of investment properties were $130,997 thousand and $128,549 thousand as of December 31, 2019 and 2018, respectively. The valuation was arrived at by reference to market

179

evidence of transaction price for similar properties.

c. Right-of-use assets included in investment properties are units of office space located in Chengdu and Xiamen and subleased under operating leases to other companies.

The abovementioned investment properties were leased out for 2 to 3 years. The lessees do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.

The maturity analysis of lease payments receivable under operating leases of investment properties at December 31, 2019 was as follows:

Year 1 Year 2 Year 3	December 31, 2019 $2,409 2,109 603 $5,121

15. GOODWILL

GOODWILL
Cost Balance at January 1 Additional amounts recognized from business combinations occurring during the year (Note 29) Effect of foreign currency exchange differences Balance at December 31 Accumulated impairment losses Balance at January 1 and December 31 Carrying amounts at December 31	For the Year Ended December 31
		2019 $520,514 19,814 (18,140) $522,188 $ - $522,188	2018 $445,661 83,048 (8,195 ) $520,514 $ - $520,514

At the end of the reporting period, the Group assessed the impairment of recoverable amount of goodwill based on value in use, which was calculated using the cash flow projections in the financial budgets and annual discount rate to reflect the relevant specific risk. No impairment loss of goodwill recognized for the years ended December 31, 2019 and 2018.

180

The Group obtained an independent valuation reports from external professional valuers for the years ended December 31, 2019 and 2018. According to the report, the Group had adjusted the calculated amount of original accounting treatment and provision since the acquisition date. Refer to Note 29 for detailed information.

16. OTHER INTANGIBLE ASSETS

Cost Balance at January 1, 2018 Additions Acquisitions through business combinations (Note 29) Disposals Effect of foreign currency exchange differences Balance at December 31, 2018 Accumulated amortization Balance at January 1, 2018 Amortization expenses Disposals Effect of foreign currency exchange differences Balance at December 31, 2018 Carrying amounts at December 31, 2018 Cost Balance at January 1, 2019 Additions Acquisitions through business combinations (Note 29) Disposals Effect of foreign currency exchange differences Balance at December 31, 2019 Accumulated amortization Balance at January 1, 2019 Amortization expenses Disposals Effect of foreign currency exchange differences Balance at December 31, 2019 Carrying amounts at December 31, 2019	Computer Software $28,458 3,579 - (641) (137) $31,259 $19,561 4,430 (641) (89) $23,261 $7,998 $31,259 1,686 - (6,878) (259) $25,808 $23,261 3,834 (6,864) (197) $20,034 $5,774	Customer Relationship $936,380 - 116,977 - (17,987) $1,035,370 $82,111 98,357 - (3,208) $177,260 $858,110 $1,035,370 - 46,724 - (33,391) $1,048,703 $177,260 105,713 - (9,404) $273,569 $775,134	Total $964,838 3,579 116,977 (641) (18,124) $1,066,629 $101,672 102,787 (641) (3,297) $200,521 $866,108 $1,066,629 1,686 46,724 (6,878) (33,650) $1,074,511 $200,521 109,547 (6,864) (9,601) $293,603 $780,908

181

Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

Computer software 3 to 10 years Customer relationship 10 years

17. OTHER NON-CURRENT ASSETS

OTHER NON-CURRENT ASSETS
Prepayments for leases Refundable deposits Prepayments for equipment Net defined benefit assets (Note 22) Other		December 31
		2019 $ - 72,819 3,629 4,202 - $80,650	2018 $72,322 66,382 3,052 - 151 $141,907

Prepayments for leases are payments for land use right located in mainland China. The lease term was 50 years, and it was paid in full at the time of signing the lease contracts. Rent expenses were recognized in the amount of $1,988 thousand for the year ended December 31, 2018.

18. BORROWINGS

a. Short-term borrowings

Secured borrowings Bank loans		December 31	December 31
		2019 $76,449	2018 $78,323

The Group provided its land and buildings as collateral (refer to Note 33), and key management personnel of the Group and Jourdeness International were the joint guarantor (refer to Note 32 and Table 2). The interest rate was 3.60% and 3.99% per annum as of December 31, 2019 and 2018, respectively.

b. Long-term borrowings

Long-term borrowings
Secured borrowings Bank loans		December 31
		2019 $ -	2018 $400,000

The Group provided its land as collateral (refer to Note 33). The borrowing period was from November 14, 2016 to November 14, 2021, and the loan was repaid in advance on April, 19, 2019. The interest rate was 1.45% per annum as of December 31, 2018. The interest expenses were paid monthly from the grant date.

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19. BONDS PAYABLE

BONDS PAYABLE
Secured domestic convertible bonds Less: Discounts on bonds payable		December 31
		2019 $750,000 (20,591) $729,409	2018 $750,000 (30,673) $719,327

First Unsecured Domestic Convertible Bonds

As of December 28, 2018, the Company issued 7,500 thousand, 0% NTD denominated unsecured convertible bonds in Taiwan, with an aggregate principal amount of $750,000 thousand.

Each bond entitles the holder to convert it into ordinary shares of the Company at a conversion price of $111. Conversion may occur at any time between March 29, 2019 and December 28, 2021. After the issuance of the convertible bonds, whenever the number of the Company’s ordinary shares increases, including but not limited to capital increase fund by cash (through public offering or private placement), by retained earnings or by capital reserves stock dividends, shares issued for consideration of merger and acquisition, stock split, and capital increase for participation in overseas ADRs other than the new shares issue upon exercise of the conversion or of the securities convertible into or entitled to subscribe ordinary shares or the new shares issue upon employee bonus, the conversion price shall be adjusted in accordance with Article 11 “Rules Governing Issue and Conversion of First Unsecured Domestic Convertible Bonds” (hereinafter referred to as the “Rules”).

In even that the Company issues any kind of securities (including privately placed securities), convertible into ordinary shares or with warrants to subscribe for ordinary shares at a conversion price or exercise price lower than the current market price per share, or issuance of the ordinary shares option which is not resulted from capital increase fund by cash, and the number of the Company’s ordinary shares is reduced due to capital reduction which is not resulted from the treasury stocks cancellation, the conversion price shall be adjusted in accordance with Article 11 “Rules Governing Issue and Conversion of First Unsecured Domestic Convertible Bonds” (hereinafter referred to as the “Rules”).

If the convertible bonds are not converted at maturity, the Company will redeem the convertible bonds at par value in cash as of December 28, 2021.

The conversion price of bonds shall be determined from the decision date to the actual date of issue. In the case of ex-dividend date, it shall be adjusted by the adjustment formula of conversion price. Since the Company applied for ex-dividend in 2019, the conversion price of bonds was adjusted to $106.7 per share in accordance with the Rules.

For the conversion of bonds from the day following three months after the date of issuance up till 40 days before the maturity date, if the closing price of the Company’s ordinary shares at the securities counter trading center exceeded the then convertible bond’s conversion price by more than or equal to 30% for 30 consecutive business days, or if the amount of Company’s outstanding circulating bonds falls below 10% of the total amount of original issuance, the Company may redeem all of the outstanding convertible bonds at par value in cash.

The convertible bonds shall be sold back to the base date of convertible bonds in advance on the maturity date of 2 years after the issuance. Bondholders may notify the Company in writing in accordance with the provisions of the issue and conversion measures to sell back to the Company with the par value of convertible bonds plus interest compensation.

183

The convertible bonds contain liability and equity components. The equity component was presented in equity under the heading of capital surplus - options. The effective interest rate of the liability component was 1.39% per annum on initial recognition.

Proceeds from issuance (less transaction costs of $4,035 thousand)

Derivative financial liabilities component

Equity component (less transaction costs allocated to the equity component of $137
thousand)

Liability component at the date of issue (less transaction costs allocated to the liability
component of $3,898 thousand) and at December 31, 2018

The movements of principal debt instruments for 2019 were as follows:
Liability component at January 1, 2019

Interest charged at an effective interest rate of 1.39%

Liability component at December 31, 2019

The movements of derivative financial instruments for 2019 were as follows:
Balance at January 1, 2019

Gain (loss) on fair value changes

Balance at December 31, 2019

$745,965
(1,275
)
(25,363)
$719,327
$719,327
10,028
$729,409
$(1,275 )
1,125
$(150
)

As of December 31, 2019 and 2018, the face value of first unsecured domestic convertible bonds outstanding were both $750,000 thousand.

20. CONTRACT LIABILITIES

Advance receipts of services Advance receipts of products Customer loyalty programs The movements of contract liabilities were as follows: Advance receipts of services Balance at January 1 Acquisitions through business combinations (Note 29) Additions Transferred to revenue Effect of foreign currency exchange differences Balance at December 31 Advance receipts of products Customer loyalty programs Balance at December 31, 2019 and 2018		December 31	December 31
		2019 2018 $1,831,738 $2,247,520 59,330 75,861 10,972 - $1,902,040 $2,323,381 For the Year Ended December 31
		2019 $2,247,520 74,625 1,073,702 (1,595,568 ) 31,459 1,831,738 59,330 10,972 $1,902,040	2018 $2,670,263 201,801 1,207,240 (1,817,974 ) (13,810) 2,247,520 75,861 - $2,323,381

The contract liabilities were the performance obligation of delivering the goods or services to the customers.

On the balance sheet date, subsidiary Jourdeness International’s revenue recognition was based on historical service experience and the percentage of expected redemption rate of deferred courses, the percentage was calculated as the number of courses actually rendered to customers relative to the number of courses expected to be rendered to customers, excluding the courses that had incurred refund liability during the effective period within one year.

184

The key assumptions of expected aggregate redemption rate of deferred courses used in actuarial analyses were as follows:

The aging of courses 0-1 years 1-2 years 2-3 years 3-4 years 4-5 years 5-6 years 6-7 years 7-8 years 8-9 years 9-10 years Over 10 years	For the Year Ended December 31
	2019 2018 100.00% 100.00% 63.98% 63.18% 55.95% 54.93% 47.36% 46.15% 38.50% 37.15% 29.72% 28.30% 21.40% 20.01% 13.92% 12.70% 7.67% 6.73% 2.95% 2.43% 0.00% 0.00%

On the balance sheet date, subsidiary Jourdeness (Guangzhou) Enterprise Management’s revenue recognition was based on historical service experience and the percentage of expected redemption rate of deferred courses, the percentage was calculated as the number of courses actually rendered to customers relative to the number of courses expected to be rendered to customers.

The key assumptions of expected aggregate redemption rate of deferred courses used in actuarial analyses were as follows:

The aging of courses 0-1 years 1-2 years 2-3 years 3-4 years 4-5 years 5-6 years 6-7 years 7-8 years 8-9 years	For the Year Ended December 31
	2019 2018 71.75% 65.44% 61.48% 50.31% 51.18% 37.10% 41.39% 26.46% 32.47% 18.31% 24.59% 12.28% 17.78% 7.91% 12.02% 4.80% 7.21% 2.61%

On the balance sheet date, subsidiary Jourdeness (Guangzhou) Cosmetics and MY’s revenue recognitions were based on historical service experience and the percentage of expected redemption rate of deferred courses, the percentage was calculated as the number of courses actually rendered to customers relative to the number of courses expected to be rendered to customers, excluding the courses that had incurred refund liability during the effective period within half a year.

The key assumptions of expected aggregate redemption rate of deferred courses used in actuarial analyses were as follows:

The aging of courses 0-0.5 years 0.5-2 years Over 2 years	For the Year Ended December 31
	2019 2018 100.00% 100.00% 44.19% 49.18% 0.00% 0.00%

21. OTHER PAYABLES

185

Payables for salaries Payables for levies Payables for employees’ compensation Payables for social security fund and housing provident fund Payables for purchase of equipment Payables for employees’ benefits Payables for acquisition of beauty salons Others		December 31	December 31
		2019 $166,500 18,095 10,367 26,382 8,146 5,254 3,658 65,225 $303,627	2018 $138,909 21,998 17,132 26,754 20,015 22,339 27,995 56,303 $331,445

The Group’s subsidiaries in mainland China were required to pay the social security expenses and housing provident fund with a fixed percentage of total monthly salaries and wages in accordance with the “Social Insurance Law of the People’s Republic of China”. In addition, those subsidiaries had accrued the social security expenses and the housing provident fund based on actual monthly salaries and wages on the balance sheets date.

22. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The subsidiary, Jourdeness International, adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group’s subsidiaries in mainland China are members of a state-managed retirement benefit plan operated by the government of mainland China. The subsidiaries were required to contribute 20%-27% of monthly salaries per person to the retirement benefit scheme for the years ended December 31, 2019 and 2018, of which the subsidiaries were responsible for 12%-19% contributions.

b. Defined benefit plans

The defined benefit plans adopted by the subsidiary, Jourdeness International, in accordance with the Labor Standards Law is operated by the government of the Republic of China (“ROC”). Pension benefits are calculated on the basis of the length of service and average monthly salaries of six months before retirement. The subsidiary contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the subsidiary assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the subsidiary is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the subsidiary has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

were as follows:
Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities (assets)		December 31
		2019 $56,012 (60,214) $(4,202)	2018 $56,572 (56,564) $ 8

Movements in net defined benefit liabilities (assets) were as follows:

186

Present Value of
the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2018
$53,854
$(53,258 )

Service cost
Current service cost
168
-

Net interest expense (income)
671
(672)

Recognized in profit or loss
839
(672)

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
(1,468 )

Actuarial loss - changes in demographic
assumptions
314
-

Actuarial loss - changes in financial
assumptions
2,056
-

Actuarial gain - experience adjustments
(491)

-

Recognized in other comprehensive income
1,879
(1,468)

Contributions from the employer

-
(1,166)

Balance at December 31, 2018
$56,572
$(56,564)

Present Value of
the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2019
$56,572
$(56,564)

Service cost
Current service cost
171
-

Net interest expense (income)
563
(570)

Recognized in profit or loss
734
(570)

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
(1,977 )

Actuarial loss - changes in demographic
assumptions
436
-

Actuarial loss - changes in financial
assumptions
1,915
-

Actuarial gain - experience adjustments
(3,483)

-

Recognized in other comprehensive income
(1,132)
(1,977)

Contributions from the employer
-
(1,265 )

Benefits paid
(162)
162

Balance at December 31, 2019
$56,012
$(60,214)

Net Defined
Benefit
Liabilities
(Assets)
$596
168
(1)
167
(1,468 )
314
2,056
(491)
411
(1,166)
$ 8
(Continued)
Net Defined
Benefit
Liabilities
(Assets)
$ 8
171
(7)
164
(1,977 )
436
1,915
(3,483)
(3,109)
(1,265 )
-
$(4,202)
(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

1) Investment risk: The plan assets are invested in domestic or foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate of a 2-year time deposit with local banks.
2) Interest risk: A decrease in government and corporate bond interest rates will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated with reference to the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.

187

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rates Expected rates of salary increase	December 31
	2019 2018 0.75% 1.00% 2.00% 2.00%

If possible reasonable changes in each of the significant actuarial assumptions were to occur and all other assumptions were to remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rates 0.25% increase 0.25% decrease Expected rates of salary increase 0.25% increase 0.25% decrease		December 31	December 31
		2019 $(1,934) $2,026 $1,995 $(1,915)	2018 $(2,070) $2,174 $2,146 $(2,056)

The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in the assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plans for the next year Average duration of the defined benefit obligation		December 31	December 31
		2019 $1,295 14 years	2018 $1,394 14 years

23. EQUITY

a. Ordinary shares

Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued		December 31	December 31
		2019 100,000 $1,000,000 60,915 $609,147	2018 100,000 $1,000,000 61,000 $609,997

The holders of issued ordinary shares with a par value of $10 are entitled the right to vote and receive dividends.

The Company canceled 85 thousands and 155 thousands of the employee’s restricted shares for the years ended December 31, 2019 and 2018, respectively, due to staff deployment and resignation.

188

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or transferred to share capital* Issuance of ordinary shares Donations May be used to offset a deficit only Issuance of ordinary shares for cash which is reserved for employees May not be used for any purpose Employee restricted shares Employee share options		December 31	December 31
		2019 $441,993 5,879 945 180,251 25,363 $654,431	2018 $441,993 5,879 945 186,516 25,363 $660,696

Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
c. Retained earnings and dividends policy

The shareholders of the Company held their regular meeting on June 25, 2019 and in that meeting, resolved the amendments to the Company’s Articles of Incorporation (the “Articles”). Under the dividends policy as set forth in the amended Articles, as the Company continues to grow and undertakes capital expenditure projects and business expansion, and for a sound financial planning of sustainable development, the Company may distribute dividends to shareholders in the form of cash and/or bonus shares. Shares may be distributed in lieu of the cash amount of any dividend according to the Company’s future expenditure budgets and funding needs. The issue of bonus shares is subject to the resolution of shareholders in their meeting for review and approval. The payment of cash dividend is subject to the resolution of the board of directors in their meeting for review and approval.

Unless otherwise provided in the Applicable Listing Rules, the net profit of the Company for each annual financial year shall be allocated in the following order and proposed by the board of directors to the shareholders in the general meeting for approval:

1) To make provision of the applicable amount of income tax pursuant to applicable tax laws and regulations;
2) To set off accumulated losses of previous years (if any);
3) To set aside ten percent (10%) as legal reserve pursuant to the Applicable listing rules unless the accumulated amount of such legal reserve equals to the total paid-up capital of the Company;
4) To set aside an amount as special reserve pursuant to the Applicable Listing Rules and requirements of the commission; and;

189

5) With respect to the earnings available for distribution (i.e., the net profit after the deduction of the items (1) to (4) above plus any previously undistributed cumulative retained earnings), the board of directors may present a proposal to distribute to the shareholders by way of dividends at the annual general meeting for approval pursuant to the Applicable Listing Rules. Dividends may be distributed in the form of cash dividends and/or bonus shares, the Group authorized the distribution of whole or a part of the distributable dividends and bonuses may be paid in cash at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. According to Cayman Islands laws, the amount of dividends shall be at least ten percent (10%) of net profit after the deduction of items (1) to (4) above. Cash dividends shall comprise a minimum of ten percent (10%) and a maximum of one hundred percent (100%) of the total dividends allocated to shareholders.

Under the dividends policy as set forth in the Articles before the amendments, unless otherwise provided in the Applicable Listing Rules, the net profits of the Company for each annual financial year shall be allocated in the following order and proposed by the board of directors to the shareholders in the general meeting for approval:

1) To make provision of the applicable amount of income tax pursuant to applicable tax laws and regulations;
2) To set off accumulated losses of previous years (if any);
3) To set aside ten percent (10%) as legal reserve pursuant to the Applicable listing rules unless the accumulated amount of such legal reserve equals to the total paid-up capital of the Company;
4) To set aside an amount as special reserve pursuant to the Applicable Listing Rules and requirements of the commission; and;
5) With respect to the earnings available for distribution (i.e., the net profit after the deduction of the items (1) to (4) above plus any previously undistributed cumulative retained earnings), the board of directors may present a proposal to distribute to the shareholders by way of dividends at the annual general meeting for approval pursuant to the Applicable Listing Rules. Dividends may be distributed in the form of cash dividends and/or bonus shares, and, subject to Cayman Islands law, the amount of dividends shall be at least ten percent (10%) of the net profit after the deduction of the items (1) to (4) above. Cash dividends shall comprise a minimum of ten percent (10%) and a maximum of one hundred percent (100%) of the total dividends allocated to shareholders.
For the policies on the distribution of employees’ compensation and remuneration of directors after the amendment, refer to employees’ compensation and remuneration of directors in Note 25-f.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Items referred to under Rule No. 1010012865 issued by the FSC should be appropriated to or reversed from a special reserve by the Company.

190

The appropriations of earnings for 2018 and 2017 were approved in the shareholders’ meetings on June 25, 2019 and June 28, 2018, respectively, were as follows:

Legal reserve Special reserve Cash dividends Cash dividends per share (NT$)		Appropriation of Earnings	Appropriation of Earnings
		For the Year Ended December 31
		2018 $52,752 $29,153 $274,999 $ 4.5	2017 $18,240 $8,090 $152,724 $ 2.5

The appropriation of earnings for 2019 had been proposed by the Company’s board of directors on March 26, 2020. The appropriation and dividends per share were as follows:

Legal reserve Special reserve Cash dividends Cash dividends per share (NT$)	For the Year Ended December 31, 2019 $47,047 $66,329 $243,659
	$ 4

d. Other equity items

Unearned employee benefit

In the meeting of shareholders on June 23, 2016, the shareholders approved a restricted share plan for employees (refer to Note 28).

Balance at January 1 Cancelation of shares Share-based payment expenses recognized Balance at December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 $(144,973 ) 7,115 26,101 $(111,757 )	2018 $(186,227 ) 12,974 28,280 $(144,973 )

191

24. NET REVENUE

a. Disaggregation of revenue

Type of goods or services Rendering of beauty and body spa course services Sale of goods Consulting service revenue Royalty revenue Rendering of supporting services Others		For the Year Ended December 31	For the Year Ended December 31
		2019 $1,596,852 1,567,244 82,624 4,695 843 7 $3,252,265	2018 $1,820,165 1,255,720 14,301 4,321 12,599 1,390 $3,108,496

Refer to Note 4 for information about contract from customer.

b. Contract balances

The changes in the contract liabilities balances primarily result from the timing difference between the satisfaction of performance obligation and the customer’s payment (refer to Note 20).

25. NET PROFIT FROM CONTINUING OPERATIONS

a. Other income

Interest income Rental income (Note 13) Government grants Others	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 $17,175 11,604 1,094 1,557 $31,430	2018 $8,891 7,084 4,560 14,494 $35,029

b. Other gains and losses

Other gains and losses
Net foreign exchange gains Gain on valuation of financial assets/liabilities at FVTPL (Loss) gain on disposal of property, plant and equipment Others	For the Year Ended December 31
		2019 $3,914 1,148 (521) (11,400) $(6,859)	2018 $949 - 41 (8,950) $(7,960)

192

c. Finance costs

Finance costs
Interest on obligations under finance leases Interest on convertible bonds Interest on bank loans Other interest expenses	For the Year Ended December 31
		2019 $49,088 10,082 6,539 18 $65,727	2018 $ - - 6,999 - $6,999

d. Depreciation and amortization

Property, plant and equipment Right-of-use assets Investment properties Intangible assets An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating costs Selling and marketing expenses General and administrative expenses	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 $182,768 399,579 778 109,547 $692,672 $10,095 573,030 $583,125 $ 263 105,602 3,682 $109,547	2018 $166,992 - - 102,787 $269,779 $9,122 157,870 $166,992 $ 444 98,357 3,986 $102,787

e. Employee benefits expense Post-employment benefits (Note 22) Defined contribution plans Defined benefit plans Share-based payments (Note 28) Equity-settled Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses		For the Year Ended December 31	For the Year Ended December 31
		2019 $54,792 164 54,956 26,101 1,215,500 $1,296,557 $492,570 803,987 $1,296,557	2018 $54,931 167 55,098 28,280 1,122,906 $1,206,284 $480,613 725,671 $1,206,284

f. Employees’ compensation and remuneration of directors

According to the Articles of Incorporation of the Company, the Company accrued employees’ compensation at rates of no less than 1% and no higher than 5% of net profit before income tax, and accrued remuneration of directors at rates of no higher than 3% of net profit before income tax. The employees’ compensation and the remuneration of directors for the years ended December 31, 2019 and

193

2018, which were approved by the Company’s board of directors on March 26, 2020 and March 19, 2019, respectively, were as follows:

Accrual rate

Employees’ compensation Remuneration of directors Amount Employees’ compensation Remuneration of directors	For the Year Ended December 31
	2019 2018 1% 1% - - For the Year Ended December 31
	2019 2018 $5,104 $5,294 - -

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

The Group held board of directors’ meeting on March 19, 2020, which resulted in the resolution for actual amounts of the employees’ compensation and remuneration of directors and supervisors paid in 2018 to differ from the amounts recognized in the consolidated financial statements for the year ended December 31, 2018, respectively. The differences were adjusted to profit and loss for the year ended December 31, 2019.

The board of directors decided the allotted amount The amounts recognized in the consolidated financial statements	For the Year Ended December 31, 2018
	Employees’ Compensation Remuneration of Directors $5,294 $- $5,324 $-

There was no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the year ended December 31, 2017.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

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26. INCOME TAXES RELATING TO CONTINUING OPERATIONS

a. Major components of income tax expense recognized in profit or loss are as follows:

For the Year Ended December 31 2019 2018 Current tax In respect of the current year $246,086 $28,190 Income tax on unappropriated earnings 2,818 9,831 Adjustments for prior years 33,199 (2,133 ) 282,103 35,888 Deferred tax In respect of the current year (64,185 ) 161,029 Adjustments to deferred tax attributable to changes in tax rates and laws - (1,008 ) Adjustments for prior years (37,500) (2,673 ) (101,685) 157,348 Income tax expense recognized in profit or loss $180,418 $193,236 A reconciliation of accounting profit and income tax expense was as follows: For the Year Ended December 31 2019 2018 Profit before tax from continuing operations $650,884 $720,761 Income tax expense calculated at the statutory rate $165,664 $189,424 Nondeductible expense in determining taxable income 365 1,681 Income tax on unappropriated earnings 2,818 9,831 Income tax expense of earnings repatriation of subsidiaries 19,562 - Effect of tax rate changes - (1,008 ) Adjustments for prior years’ tax (4,301 ) (4,806 ) Others (3,690 ) (1,886 ) Income tax expense recognized in profit or loss $180,418 $193,236	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 $650,884 $165,664 365 2,818 19,562 - (4,301 ) (3,690 ) $180,418	2018 $720,761 $189,424 1,681 9,831 - (1,008 ) (4,806 ) (1,886 ) $193,236

A reconciliation of accounting profit and income tax expense was as follows:

In 2017, the applicable corporate income tax rate used by the group entities in the ROC was 17%. However, the Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings has been reduced from 10% to 5%.

In July 2019, the President of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. The Group had already deducted the amount of capital expenditure from the unappropriated earnings in 2018 that was reinvested when calculating the tax on unappropriated earnings for the year ended December 31, 2019.

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b. Income tax recognized in other comprehensive income

For the Year Ended December 31
2019 2018

Deferred tax Effect of tax rate changes Remeasurement of defined benefit plans In respect of the current year Remeasurement on defined benefit plans	$ - (621) $(621 )	$ (86) 82 $ (4)

c. Current tax assets and liabilities

Current tax assets and liabilities
Current tax assets Tax refund receivable Current tax liabilities Income tax payable		December 31
		2019 $ - $236,540	2018 $9,140 $26,910

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2019

Deferred tax assets Temporary differences Write-down of inventory Deferred revenue Defined benefit obligations Payables for annual leave Payables for employees’ benefits Unrealized exchange losses Right-of-use assets Tax losses Others Deferred tax liabilities Temporary differences Deferred revenue Defined benefit obligations Amortization of prepayments for leases Unrealized exchange gains Others	Opening Balance $2,168 22,369 1 5,367 5,586 216 - - - $35,707 $(177,747 ) - (4,266 ) (185) - $(182,198 )	Recognized in Profit or Loss Recognized in Other Comprehensive Income $(327) $ - (5,831 ) - (1) - (498) - (4,220 ) - 840 - 13,284 - 34,863 - 148 - $38,258 $ - $64,413 $ - (219) (621) (520) - (242) - (5) - $63,427 $(621)	Exchange Differences $ (38) (285) - - (51) - (496) - - $(870) $4,150 - 179 6 - $4,335	Closing Balance $1,803 16,253 - 4,869 1,315 1,056 12,788 34,863 148 $73,095 $(109,184 ) (840) (4,607 ) (421) (5) $(115,057 )

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For the year ended December 31, 2018

Deferred tax assets Temporary differences Write-down of inventory Deferred revenue Defined benefit obligations Payables for annual leave Payables for employees’ benefits Tax losses Unrealized exchange losses Property, plant and equipment Deferred tax liabilities Temporary differences Deferred revenue Amortization of prepayments for leases Property, plant and equipment	Opening Balance $2,490 31,553 101 3,426 5,957 7,949 623 66 $52,165 $(41,073 ) (3,824 ) - $(44,897 )	Recognized in Profit or Loss Recognized in Other Comprehensive Income $(301) $ - (9,288 ) - (96) (4) 1,941 - (256) - (7,940 ) - (407) - (67) - $(16,414 ) $ (4) $(140,217 ) $ - (530) - (187) - $(140,934 ) $ -	Exchange Differences $ (21) 104 - - (115) (9) - 1 $ (40) $3,543 88 2 $3,633	Closing Balance $2,168 22,369 1 5,367 5,586 - 216 - $35,707 $(177,747 ) (4,266 ) (185) $(182,198 )

e. Income tax assessments

The income tax returns of subsidiary Jourdeness International through 2017 have been assessed by the tax authorities.

27. EARNINGS PER SHARE

Unit: NT$ Per Share

Basic earnings per share Diluted earnings per share	For the Year Ended	For the Year Ended	December 31
		2019 $8.05 $7.15	2018 $9.02 $8.85

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:

Net Profit for the Year

Net Profit for the Year
Profit for the period Effect of potentially dilutive ordinary shares Interest on convertible bonds Net gain on financial liabilities at FVTPL Earnings used in the computation of diluted earnings per share	For the Year Ended December 31
		2019 $470,466 10,082 (1,125 ) $479,423	2018 $527,525 - - $527,525

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The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:

Weighted average number of ordinary shares used in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Convertible bonds Employees’ compensation Employees’ restricted shares Weighted average number of ordinary shares used in the computation of diluted earnings per share	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 58,470 7,029 51 1,519 67,069	2018 58,470 - 54 1,116 59,640

If the Group offered to settle the compensation or bonuses paid to employees in cash or shares, the Group assumed that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

28. SHARE-BASED PAYMENT ARRANGEMENTS

Employee Restricted Shares

In the shareholder’s meeting on June 23, 2016, the shareholders approved a restricted share plan for employees with 2,900 thousand shares. On August 2, 2016, the above transaction was approved by the FSC. The Company issued 2,645 thousands and 110 thousands of the restricted shares on August 30, 2016 and December 28, 2016, respectively. The restrictions on the rights of employees who acquire the restricted shares but have not met the vesting conditions are as follows:

a. The employees cannot sell, pledge, transfer, donate or, in any other way, dispose of these shares.
b. The rights of attendance, proposal, speech and voting in shareholders meetings shall all be executed based on trust contracts signed by employees.
c. During the vesting period, the Company agrees that the restricted employee shares can still receive shares and dividends regardless of whether the employees have achieved the vested conditions.

If an employee fails to meet the vesting conditions, the Company will recall and cancel the restricted shares without compensation.

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The related information was as follows:

Employee Restricted Shares Balance at January 1 Options forfeited Balance at December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 Number of Shares (In Thousands of Shares) 2,530 (85) 2,445		2018
				Number of Shares (In Thousands of Shares) 2,685 (155) 2,530

Information about outstanding employee restricted shares as of December 31, 2019 was as follows:

		Number of
		Shares
	Grant-date Fair	(In Thousands	Vesting Period
Grant-date	Value (NT$)	of Shares)	(Years)
August 18, 2016	$83.70	2,335	1-10
December 26, 2016	84.20	110	1-10

The calculation of employee restricted shares’ fair value was based on the closing price of the ordinary shares at the grant date.

Compensation costs of share-based payments arrangement recognized were $26,101 thousand and $28,280 thousand for the years ended December 31, 2019 and 2018, respectively.

29. BUSINESS COMBINATIONS

a. Acquisition of assets and operations

For the year ended December 31, 2019

For the year ended	December 31, 2019
			Proportion of
			Voting Equity
			Interests	Consideration
	Principal Activity	Date of Acquisition	Acquired (%)	Transferred
11 Beauty Salons in mainland	Consulting services of beauty and body spa	February 2019 to December 2019	100	$2,233
China	business
For the year ended	December 31, 2018
			Proportion of
			Voting Equity
			Interests	Consideration
	Principal Activity	Date of Acquisition	Acquired (%)	Transferred
19 Beauty Salons in mainland	Consulting services of beauty and body spa	January 2018 to December 2018	100	$23,574
China	business
4 Beauty Salons in Taiwan	Consulting services of beauty and body spa	September 2018 to October 2018	100	$ -
	business

In order to expand the Group’s operation and increase various aspects of beauty and body spa services, Jourdeness (Guangzhou) Cosmetics acquired 11 beauty salons in mainland China in 2019, and Jourdeness (Guangzhou) Cosmetics and Jourdeness International acquired 19 and 4 beauty salons in Taiwan in 2017, respectively.

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b. Assets acquired and liabilities assumed at the date of acquisition

For the year ended December 31, 2019

Assets acquired and liabilities assumed at the date of acquisition For the year ended December 31, 2019
Current assets Inventories Non-current assets Property, plant and equipment (Note 12) Other intangible assets (Note 16) Other non-current assets Current liabilities Contract liabilities (Note 20)	Beauty Salons
		China $6,538 1,331 46,724 2,451 (74,625) $(17,581)

For the year ended December 31, 2018

Current assets Inventories Non-current assets Property, plant and equipment (Note 12) Other intangible assets (Note 15) Other non-current assets Current liabilities Contract liabilities (Note 20)			Beauty Salons
		China $9,081 13,484 72,362 2,785 (121,173) $(23,461)	Taiwan $ - - 44,615 - (80,628) $(36,013)	Total $9,081 13,484 116,977 2,785 (201,801) $(59,474)

c. Goodwill recognized on acquisition

Consideration transferred Plus: Fair value of identifiable net liabilities acquired Goodwill recognized on acquisition	Beauty Salons	Beauty Salons	Beauty Salons
	For the Year Ended December 31
		2019 $2,233 17,581 $19,814	2018 $23,574 59,474 $83,048

The goodwill recognized in the acquisitions of beauty salons in 2019 and 2018 mainly represents the acquisition premium, consisting of customer relationship and net liabilities due from advance receipts included in the cost of the combinations. Acquisition premium included amounts attributed to the benefits of expected synergies, revenue growth, future market development and the assembled workforces. Except for the recognition of customer relationship as other intangible assets, these benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

d. Impact of acquisitions on the results of the Group

The results of the acquirees since the acquisition date included in the consolidated statements of comprehensive income were as follows:

Beauty Salons
For the Year Ended December 31
2019 2018

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Revenue $50,773 $128,417 Profit $ 531 $49,348

Had these business combinations been in effect at the beginning of the annual reporting period, the Group’s revenue from continuing operations would have been $30,991 thousand and $67,157 thousand for the years ended December 31, 2019 and 2018, respectively; the profit from continuing operations would have been $8,610 thousand and $8,651 thousand for the years ended December 31, 2019 and 2018, respectively. This pro-forma information is for illustrative purposes only and is not necessarily an indication of the revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2019 and 2018, nor is it intended to be a projection of future results.

In determining the pro-forma revenue and profit of the Group had beauty salons been acquired at the beginning of the current reporting period, the management calculated net assets acquired on the basis of the fair values at the initial accounting for the business combination rather than the carrying amounts recognized in the respective pre-acquisition financial statements.

30. CAPITAL MANAGEMENT

In order to set out the appropriate capital structure, the Group manages its capital based on the industry scale, the growth of market and the development of products for determining an appropriate market share, and considers the working capital, business benefits and cash flow generated from the competitive products.

31. FINANCIAL INSTRUMENTS

a. Fair value of financial instruments not measured at fair value

December 31, 2019

Financial liabilities Financial liabilities at amortized cost Convertible bonds December 31, 2018 Financial liabilities Financial liabilities at amortized cost Convertible bonds	Carrying Amount $729,409 Carrying Amount $719,327			Fair Value	Fair Value
			Level 1 $ -	Level 2 Level 3 $ - $729,771 Fair Value		Total $729,771
			Level 1 $ -	Level 2 $ -	Level 3 $719,327	Total $719,327

When the Group estimated the fair value of the liabilities component of convertible bonds, it assumed that the convertible bonds would be redeemed on December 28, 2021, and the risk-adjusted discount rates of 1.1072% and 1.2200% as of December 31, 2019 and 2018 were assessed by the borrowing interest rate of similar corporation, respectively.

Except as stated above, the management of the Group believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values or their fair values cannot be reliably measured.

b. Fair value of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy

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December 31, 2019 Financial assets at FVTPL Financial bonds Financial liabilities at FVTPL Derivatives December 31, 2018 Financial liabilities at FVTPL Derivatives	Level 1 $3,045 $- Level 1 $-	Level 2 $- $- Level 2 $-	Level 3 $- $150 Level 3 $1,275	Total $3,045 $150 Total $1,275

2) Reconciliation of Level 3 fair value measurements of financial instruments

2019

Financial liabilities Balance at January 1 Recognized in profit or loss (valuation at FVTPL) Additions Repayments Balance at December 31 December 28, 2018 to December 31, 2018 Financial Liabilities Balance at December 31, 2018		Financial Liabilities at FVTPL	Financial Liabilities at FVTPL	Financial Liabilities at FVTPL
		Derivatives $(1,275 ) 1,125 - - $(150 )		Debt Instruments $ - - 113,025 (113,025) $ - Financial Liabilities at FVTPL
				Derivatives $1,275

3) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of the host liability instrument and the conversion option derivative instrument, consisting of put option and redemption option of convertible bonds, were estimated using the Binomial Convertible Bonds Pricing Model. The significant parameters used in the evaluation model were as follows:

Volatility Risk-free rate of interest Risk discount rate Liquidity risk	December 31
	2019 2018 30.94% 56.26% 0.4833% 0.5961% 1.1072% 1.2200% 4.10% 15.72%

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c. Categories of financial instruments

Categories of financial instruments
Financial assets Financial assets at FVTPL Financial assets at amortized cost (1) Financial liabilities Financial liabilities at FVTPL Held for trading Financial liabilities at amortized cost (2)	December 31
	2019 2018 $3,045 $ - 1,656,882 2,088,911 150 1,275 950,457 1,366,054

1) The balances include financial assets measured at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables and other receivables.
2) The balances include financial liabilities at amortized cost, which comprise short-term loans, notes payable, trade payables, other payables (including related parties), refundable deposits, bonds payable and long-term loans.
d. Financial risk management objectives and policies

The operations of the Group are affected by several financial risks, the risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management policy is focused on unpredictable events in the financial markets and seeks to reduce the potentially adverse effects on the Group’s financial position and financial performance.

The risk management work is carried out by the financial management function of the Group in accordance with the policies approved by the board of directors. The Group’s financial management function is responsible for identifying, assessing and evading financial risks by working closely with the Group’s operation management function.

1) Market risk

The Group’s activities exposed it primarily to the market risks of changes in foreign currency exchange rates.

a) Foreign currency risk

The Group is a multinational corporation, which exposed it to the financial risks of changes in foreign currency exchange rates (the main currencies are U.S. dollars and RMB). The relevant foreign currency risk arises from future commercial transactions, financial assets and liabilities denominated in foreign currencies, and net investments in the foreign operation institutions.

The Group holds investments from a number of foreign operating institutions resulting in foreign currency risk on net assets.

The Group’s operations are transacted in several non-functional currencies (the functional currencies of the Company and subsidiaries include the NTD, RMB and MYR), therefore, the Group is affected by the volatility of exchange rates. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 36.

Sensitivity analysis

The Group’s sensitivity analysis mainly focuses on the foreign currency risk of U.S. dollars at the end of the reporting period. Assuming a 3% strengthening/weakening of the functional currency against U.S. dollars, the net income before tax for the year ended December 31, 2019 would have increased/decreased by $310 thousand; the net income before tax for the year ended December 31, 2018 would have increased/decreased by $896 thousand.

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In management’s opinion, sensitivity analysis was unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period did not reflect the exposure during the period.

b) Interest rate risk

The Group was exposed to fair value and cash flow interest rate risk because the Group held both fixed and floating interest rate financial assets and financial liabilities. The Group’s management monitors fluctuations in market interest rate regularly. If it is needed, the management will perform necessary procedures to control significant interest rate risks from fluctuations in market interest rates.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities	December 31
	2019 2018 $373,634 $890,401 1,735,827 719,327 986,533 989,106 76,449 478,323

Sensitivity analysis

The Group’s sensitivity analysis is based on the floating interest rates financial assets and financial liabilities at the end of the reporting period. If interest rates had been 0.5% higher/lower and all other variables were held constant, the net income before tax for the years ended December 31, 2019 and 2018 would increase/decrease by $4,550 thousand and $2,554 thousand, respectively.

2) Credit risk

a) Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group is required to manage and analyze the credit risk for each of its new customers before granting the payment terms and the delivery conditions in accordance with the internal credit policy. For internal risk control, the Group assesses the credit quality of customers by considering their financial status, past experience and other factors. The limitations of individual risk are set by the board of directors based on internal or external credit ratings and regular monitoring of the use of credit lines.
b) There were no excess credit lines for the years ended December 31, 2019 and 2018, and the management did not expect any significant losses due to the counterparty default on its contractual obligations.
c) The Group transacts with a large number of unrelated customers and, thus, no concentration of credit risk was observed. Credit risk arises from cash and cash equivalents, deposit in banks and trade receivables from customers. In addition, the credit risk is not high because the counterparty of liquidity is the bank with a high credit rating granted by the rating agency.
d) The Group only deals with creditworthy counterparties as a means of mitigating the risk of financial loss. The Group monitors the exposure at default and the credit ratings of its counterparties continuously.

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3) Liquidity risk
a) The Group’s financial control center aggregates the cash flow forecasting performed by each operating entity and monitors the forecast of the Group’s liquidity requirements to ensure that it has sufficient funds to meet operational needs.
b) The remaining cash held by each operating entity is invested in demand deposits and marketable securities when it exceeds the management of working capital. The selected instruments have appropriate maturity dates or sufficient liquidity to meet the above forecast and provide sufficient water level.
c) The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay.

December 31, 2019

On Demand or Less than 1 Year Non-derivative financial liabilities Non-interest bearing $108,150 Lease liabilities 368,599 Floating interest rate liabilities 76,449 Fixed interest rate liabilities - $553,198 Less than 1 Year 1-5 Years Lease liabilities $368,599 $681,795 December 31, 2018 On Demand or Less than 1 Year Non-derivative financial liabilities Non-interest bearing $141,072 Floating interest rate liabilities 78,323 Fixed interest rate liabilities - $219,395	1-5 Years $36,449 681,795 - 729,409 $1,447,653 5-10 Years $67,588 1-5 Years $43,985 400,000 719,327 $1,163,312	5+ Years $ - 67,588 - - $67,588 10 Years $ - 5+ Years $ - - - $ -

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d) Financing facilities

Unsecured bank loan facilities Amount used Amount unused Secured bank loan facilities Amount used Amount unused		December 31	December 31
		2019 $ - 100,000 $100,000 $426,449 1,212,851 $1,639,300	2018 $ - 50,000 $50,000 $828,323 219,177 $1,047,500

32. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

a. Related party name and category

Related Party Name

Related Party Category

Jourdeness Cosmetic., Sdn Bhd. (“Cosmetic”) Jourdeness Canada Enterprises Inc. Jourdenwell Medical Beauty Clinic Co., Ltd.

Related party in substance Related party in substance Related party in substance

(“Jourdenwell”)

Guangzhou Jourdenwell Medical Beauty Clinic Co., Ltd. (“Guangzhou Jourdenwell”)

Wuhan Jourdenwell Medical Beauty Clinic Co., Ltd. (“Wuhan Jourdenwell”)

Chengdu Jinniu Jourdenwell Medical Beauty Clinic Co., Ltd. (“Chengdu Jinniu Jourdenwell”) Jourdenwell Chen Sufang Medical Beauty Clinic Co., Ltd. in Siming District, Xiamen (“Jourdenwell in Siming District, Xiamen”) Coswift International Marketing Co., Ltd.)

Chen, Cheng-Hsiung

Chen, Cheng-Tzu

Related party in substance

The chairman of the company is the spouse of the Company’s main management Key management personnel (chairman of the Company) Key management personnel (director of the Company)

b. Sales of goods, net revenue from sale of goods

Line Item Related Party Category Sales of goods Related party in substance Consulting service revenue Related party in substance	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 $8,587 $4,313	2018 $ 24 $-

The selling price of the Group to the related parties was negotiated among each other. The payment terms for the related parties were 60 days to 90 days after shipment of goods, and they were similar to those from the third party.

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c. Purchases of goods

Related Party Category The chairman of the company is the spouse of the Company’s main management	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 $39,735	2018 $-

d. Trade receivables from related parties

Related Party Category The chairman of the company is the spouse of the Company’s main management Trade receivables from related parties		2019 2018 $39,735 $-	2019 2018 $39,735 $-
Related Party Category Related party in substance		December 31
		2019 $12,845	2018 $-

The outstanding trade receivables from related parties were unsecured. For the years ended December 31, 2019 and 2018, no impairment loss was recognized for trade receivables from related parties.

e. Other receivables from related parties

Related Party Category/Name Related party in substance Cosmetic Guangzhou Jourdenwell Wuhan Jourdenwell Chengdu Jinniu Jourdenwell Payables to related parties Related Party Category The chairman of the company is the spouse of the Company’s main management		December 31	December 31
		2019 2018 $1,324 $2,288 10,012 426 9,485 - 6,101 - $26,922 $2,714 December 31
		2019 $686	2018 $-

f. Payables to related parties

The outstanding trade payables to related parties are unsecured.

g. Other payables to related parties

Other payables to related parties
Related Party Category Related party in substance		December 31
		2019 $1,677	2018 $1,957

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h. Other unearned revenue

Related Party Category

Related party in substance

	December 31	December 31
	2019 $133	2018 $-

i. Acquisitions of property, plant and equipment

Related Party Category Key management personnel

Purchase Price	Purchase Price	Purchase Price
For the Year Ended December 31
	2019 $-	2018 $72,960

j. Sublease arrangements

Sublease arrangements under operating leases

The Group subleases its right-of-use assets (buildings) to its associate company, Jourdenwell Chen Sufang Medical Beauty Clinic Co., Ltd., in Siming District, Xiamen under operating lease with lease terms of 2 and 3 years. As of December 31, 2019, the gross lease payment received was $5,121 thousand.

Lease arrangements - the Group is lessor

The Group leases out machines to its associate company, Guangzhou Jourdenwell, under operating lease with lease term of 4 years. As of December 31, 2019, the gross lease payment received was $12,772 thousand.

Lease income was as follows:

Related Party Category/Name Related party in substance Guangzhou Jourdenwell Chengdu Jinniu Jourdenwell Jourdenwell in Siming District, Xiamen		December 31	December 31
		2019 $4,906 707 894 $6,507	2018 $1,328 - - $1,328

k. Endorsements and guarantees Endorsements and guarantees given by related parties

Related Party Category Key management personnel Amount endorsed Amount utilized (reported as short-term and long-term borrowings)		December 31	December 31
		2019 $1,439,500 $426,449	2018 $747,500 $478,323

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l. Compensation of key management personnel

Short-term employee benefits Post-employment benefits Share-based payments	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2019 $23,355 325 7,837 $31,517	2018 $22,988 325 7,928 $31,241

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral applications as follows:

Buildings Buildings Land Land Financial assets at amortized cost - trust time deposits Financial assets at amortized cost - pledged time deposits Financial assets at amortized cost - reserve bank deposits Financial assets at amortized cost - demand deposits		December 31 2019 2018 Collateral Applications $245,995 $252,317 Performance bond (a) and (c) 85,865 91,804 Guarantees of bank loans 216,067 216,067 Performance bond (a) and (c) 587,940 587,940 Guarantees of bank loans 175,000 175,000 Performance bond (b) and (c) 77,217 75,001 Performance bond (a) and (c) 324 1,347 Membership installment payment plan 920 893 Property maintenance funds $1,389,328 $1,400,369
		2019 $245,995 85,865 216,067 587,940 175,000 77,217 324 920 $1,389,328

a. Subsidiary Jourdeness International entrusts the credit bank to process the collection and payment from the credit card holder’s account. Since the service provided by Jourdeness International is of a pre-receipt nature, the failure of Jourdeness International to satisfy performance obligations will cause losses on the credit card bank. Therefore, Jourdeness International has agreed to provide time deposit as collateral to obtain credit line with credit bank, and the guaranteed amount is $76,000 thousand. In addition, Jourdeness International signed an agreement with National Credit Card Center of the ROC and agreed to obtain a comprehensive credit line by pledging buildings and land as collateral. The credit bank issues a performance statement with a guarantee amount of $350,000 thousand which is the guarantee for the credit card losses caused by Jourdeness International’s promise to pay for the bank’s default.

b. For the purpose of strengthening the protection of consumer rights by Jourdeness International, in addition to the original performance bond, the “Guarantee Trust Deed Agreement” was approved by Jourdeness International’s board of directors on August 28, 2015. The agreement states that Jourdeness International needs to consider the liquidity and the enhancement of the guarantee reserve rate, and be responsible for trust management through the trust management bank, as well as 30% of the advance receipts which are based on the Jourdeness International’s recent audit report deducted by the performance bond as a guarantee reserve have to be remitted to the trust account. If Jourdeness International fails to perform its services or goods in accordance with the contract from customer, consumers can obtain relevant rulings through formal channels to ensure their remaining rights.

c. The performance bonds provided by Jourdeness International were $601,000 thousand and $599,000 thousand as of December 31, 2019 and 2018, respectively, which had complied with the commitment guarantee amount as stated in (b) above.

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34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, the capital expenditures that the Group has committed but not incurred are as follows:

, incurred are as follows:
Property, plant and equipment		December 31
		2019 $909,471	2018 $9,380

35. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

The outbreak of the novel coronavirus pneumonia in January 2020 caused Jourdeness (Guangzhou) Cosmetics Co., Ltd. to temporarily suspend its operations in Wuhan, Hubei Province, Guangzhou, Guangdong, and other regions with severe epidemic situation. Because the stores of Jourdeness (Guangzhou) Cosmetics Co. were concentrated in severely affected areas, its operations would be significantly affected. As of the release date of this consolidated financial statements, 143 stores had resumed operations, which accounted for approximately 80% of direct retail stores in mainland China. Since the Group was unable to assess the situation of epidemic control, it could not reasonably estimate the extent to which the operations and overall industry of Jourdeness (Guangzhou) Cosmetics Co., Ltd. had been affected by the epidemic.

36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:

December 31, 2019

December 31, 2019
	Foreign		Functional
	Currencies		Currencies	Carrying
	(In	Exchange Rate	(In	Amount (In
	Thousands)	(In Dollars)	Thousands)	Thousands)
Financial assets
Monetary items
USD	$12,665	29.980 (USD:NTD)	$383,955	$383,955
Financial liabilities
Monetary items
USD	13,050	29.980 (USD:NTD)	391,239	391,239

210

December 31, 2018

December 31, 2018
	Foreign		Functional
	Currencies		Currencies	Carrying
	(In	Exchange Rate	(In	Amount (In
	Thousands)	(In Dollars)	Thousands)	Thousands)
Financial assets
Monetary items
USD	$7,078	30.715 (USD:NTD)	$217,413	$217,413
Financial liabilities
Monetary items
USD	8,050	30.715 (USD:NTD)	247,256	247,256

For the years ended December 31, 2019 and 2018, net foreign exchange gains were $3,914 thousand and $949 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions.

37. SEPARATELY DISCLOSED ITEMS

a. Information about significant transactions and investees
1) Financing provided to others (Table 1);
2) Endorsements/guarantees provided (Table 2);
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3);
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None);
5) Acquisitions of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (Table 4);
6) Disposals of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None);
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (None);
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5);
9) Trading in derivative instruments (Notes 7 and 19);
10) Intercompany relationships and significant intercompany transactions (Table 6);
11) Information on investees (Table 7).

211

b. Information on investments in mainland China
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 8).
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (None):
- a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
- b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
- c) The amount of property transactions and the amount of the resultant gains or losses.
- d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
- e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
- f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.

38. SEGMENT INFORMATION

Information reported to the chief operating decision maker was based on the types of business units. Business units include Jourdeness International, Jourdeness (Guangzhou) Cosmetics, Jourdeness Enterprise Management and MY.

The operating segments’ accounting policies were similar to the Group as detailed in Note 4. The operating segments’ profit or loss is measured in terms of profit or loss before tax and serves as the basis for assessing performance.

a. Segment revenues and results

The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:

For the year ended December 31, 2019

Revenue from external customers Inter-segment revenue Consolidated revenue Segment income Other income Other gains and losses Finance costs Profit before tax	Jourdeness International $1,318,104 69,445 $1,387,549 $160,219	Jourdeness (Guangzhou) Cosmetics Jourdeness Enterprise Management $1,796,403 $31,636 10,501 4,225 $1,806,904 $35,861 $546,802 $(9,574)	MY $106,122 - $106,122 $33,679	Other $ - - $ - $(39,086 )	Elimination $ - (84,171) $(84,171 ) $ -	Total $3,252,265 - $3,252,265
						$692,040 31,430 (6,859) (65,727) $650,884

212

For the year ended December 31, 2018

Revenue from external customers Inter-segment revenue Consolidated revenue Segment income Other income Other gains and losses Finance costs Profit before tax	Jourdeness International $1,235,421 40,393 $1,275,814 $95,359	Jourdeness (Guangzhou) Cosmetics Jourdeness Enterprise Management $1,725,450 $34,529 11,740 3,597 $1,737,190 $38,126 $608,162 $4,100	MY $113,096 - $113,096 $46,646	Other $ - - $ - $(53,576 )	Elimination $ - (55,730) $(55,730 ) $ -	Total $3,108,496 - $3,108,496
						$700,691 35,029 (7,960) (6,999) $720,761

The segment revenues were all generated from external customers. All intercompany transactions in 2019 and 2018 have been eliminated on consolidation.

Segment profit represented the profit before tax earned by each segment without interest income, rental revenue, gains or losses on disposal of property, plant and equipment and exchange gains or losses. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

b. Revenue from major products and services: Refer to Note 24.
c. Geographical information

The Group’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below.

China Taiwan Other		Revenue from External Customers For the Year Ended December 31 2019 2018 $1,828,039 $1,759,979 1,317,777 1,235,397 106,449 113,120 $3,252,265 $3,108,496		Non-current Assets	Non-current Assets
				December 31
		2019 $1,828,039 1,317,777 106,449 $3,252,265		2019 $2,216,111 2,076,312 91,053 $4,383,476	2018 $1,669,784 1,694,312 84,392 $3,448,488

Non-current assets exclude those which are classified as financial instruments and deferred tax assets.

d. Information about major customers

No single customer contributed 10% or more to the Group’s revenue.

213

TABLE 1

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.	Lender	Borrower	Financial Statement Account	Related Parties	Highest Balance for the Period (Note 3)	Ending Balance	Actual Borrowing Amount	Interest Rate	Nature of Financing	Business Transaction Amounts	Reasons for Short-term Financing	Allowance for Impairment Loss	Collateral	Collateral	Financing Limit for Each Borrower (Note 2)	Aggregate Financing Limits (Note 2)
													Item	Value
1	Bio-Jourdeness International Group Co., Ltd.	Jourdeness Group Limited	Other receivables from related parties	Yes	$314,790 (US$10,500 thousand )	$314,790 (US$10,500 thousand )	$314,790 (US$10,500 thousand )	-	Short-term financing	$ -	Operating capital	$ -	-	-	$597,526	$597,526

Note 1: The information of note column is as follows:
a. The Company: 0.
b. The subsidiaries are marked in numerical order from 1.
Note 2: The total amount of the financing provided by the Company to others, collectively and to any individual entity shall not exceed 40% of its net worth. The Company’s net worth was calculated as of December 31, 2019.

Note 3: The calculation was based on the spot exchange rate of December 31, 2019.

Note 4: All intercompany transactions have been eliminated on consolidation.

214

TABLE 2

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

No.	Endorser/Guarantor	Endorsee/Guarantee	Endorsee/Guarantee	Limits on Endorsement/ Guarantee Given on Behalf of Each Party (Notes 2 and 3)	Maximum Amount Endorsed/ Guaranteed During the Period (Note 3)	Outstanding Endorsement/ Guarantee at the End of the Period (Note 3)	Actual Borrowing Amount (Note 3)	Amount Endorsed/ Guaranteed by Collateral (Note 3)	Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%)	Aggregate Endorsement/ Guarantee Limit	Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries (Note 4)	Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent (Note 4)	Endorsement/ Guarantee Given on Behalf of Companies in Mainland China (Note 4)
		Name	Relationship
1	Bio-Jourdeness International Group Co., Ltd.	Jourdeness Group Limited	Parent	$746,951	$87,014 (US$ 2,902 thousand )	$81,440 (US$ 2,716 thousand )	$76,449 (US$ 2,550 thousand )	$89,940 (US$ 3,000 thousand )	4.02	$1,493,902	N	Y	N
2	Jourdeness (Guangzhou) Cosmetics Co., Ltd.	Jourdeness Group Limited	Parent	756,223	299,800 (US$ 10,000 thousand )	299,800 (US$ 10,000 thousand )	-	-	14.79	1,499,426	N	Y	N

Note 1: The information of note column is as follows:

a. The Company: 0.

b. The subsidiaries are marked in numerical order from 1.
Note 2: The total amount of the guarantee provided by the Company to others, collectively and to any individual entity shall not exceed 100% and 50% of its net worth, respectively. The Company’s net worth was calculated as of December 31, 2019.
Note 3: The calculation was based on the spot exchange rate of December 31, 2019.
Note 4: Endorsement/guarantee given by parent on behalf of subsidiaries marked as “Y”; endorsement/guarantee given by subsidiaries on behalf of parent marked as “Y”; endorsement/guarantee given on behalf of companies in mainland China marked as “Y”.

215

TABLE 3

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name	Type and Name of Marketable Securities	Relationship with the Holding Company	Financial Statement Account		December 31, 2019	December 31, 2019		Note
				Number of Shares	Carrying Amount	Percentage of Ownership (%)	Fair Value
Bio-Jourdeness International Group Co., Ltd. Jourdeness (Guangzhou) Cosmetics Co., Ltd. Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.	Financial bonds Code is Securities S.A. - Federal Funds 04/09/2029 DTD 04/08/2019 Financial products People’s Profit-Promoting Phase I Wealth Management Commodities of E.Sun Bank Capital Guaranteed E No. 2 Legal Person Extension Product of Industrial and Commercial Bank of China Capital Guaranteed E No. 2 Legal Person Extension Product of Industrial and Commercial Bank of China	- - - -	Financial assets at fair value through profit or loss (FVTPL) - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current	1 5,000,000 10,000,000 8,000,000	$3,045 21,525 43,050 34,440	- - - -	$3,045 21,525 43,050 34,440

Note 1: Marketable securities indicated in the above table refer to stocks, bonds, beneficiary certificates and other derivative securities, as defined in IFRS 9 “Financial Instruments”.

Note 2: The securities presented herein were not pledged as collateral for loans and also not subject to restrictions on use under some agreements.

216

TABLE 4

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer	Property	Event Date	Transaction Amount	Payment Status	Counterparty	Relationship	Information on Previous Title Transfer IfCounterparty	Information on Previous Title Transfer IfCounterparty	Information on Previous Title Transfer IfCounterparty	Is A Related Party	Pricing Reference	Purpose of Acquisition	Other Terms
							Property Owner	Relationship	Transaction Date	Amount
Bio-Jourdeness International Group Co., Ltd.	Exterior wall decoration materials and landscape decoration works of Chiayi Dapumei Biotechnology Park Main building and progress management project of Chiayi Dapumei Biotechnology Park The air conditioning engineering project of Chiayi Dapumei Biotechnology Park	2019.04.01 2019.05.09 2019.08.12	$129,990 620,000 620,000	Acceptance according to project progress and monthly settlement payment Acceptance according to project progress and monthly settlement payment Acceptance according to project progress and monthly settlement payment	You Hwong Creative Develop NT Co., Ltd.) Lee Ming Construction Co., Ltd. Poyuan Engineering Co., Ltd.	- - -	Not applicable Not applicable Not applicable	Not applicable Not applicable Not applicable	Not applicable Not applicable Not applicable	Not applicable Not applicable Not applicable	Bidding, price comparison and bargaining Bidding, price comparison and bargaining Bidding, price comparison and bargaining	The exterior engineering project of Chiayi Dapumei Biotechnology Park Main building project of Chiayi Dapumei Biotechnology Park The air conditioning engineering project of Chiayi Dapumei Biotechnology Park	None None None

217

TABLE 5

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name	Related Party	Relationship	Ending Balance (Note 1)	Turnover Rate		Overdue	Amount Received in Subsequent Period	Allowance for Impairment Loss
					Amount	Actions Taken
Bio-Jourdeness International Group Co., Ltd.	Jourdeness Group Limited	Parent	$315,029	-	$ -	-	$ -	Note 1

Note 1: After valuation, it is not necessary to provide allowance for losses.

Note 2: After the end of the reporting period refers to the period from January 1, 2020 to March 26, 2020.

Note 3: All intercompany transactions have been eliminated on consolidation.

218

TABLE 6

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

No. (Note 1)	Investee Company	Counterparty	Relationship (Note 2)	Transactions Details	Transactions Details	Transactions Details	Transactions Details
				FinancialStatement Accounts	Amount	Transaction Terms	% of TotalSales or Assets(Note 3)
0	Jourdeness Group Limited	Bio-Jourdeness International Group Co., Ltd.	a	Other payables to related parties	$315,029	No significant difference to others	5
~~1~~	~~Bio-Jourdeness International Group Co.,~~ Ltd.	~~Jourdeness (Guangzhou) Cosmetic Co.,~~ Ltd. Bio-Jourdeness Cosmetic Co. (MY) Sdn. Bhd.	~~c~~ c	~~Sales revenue~~ Sales revenue	~~53,420~~ 13,020	~~No significant difference to~~ others No significant difference to others	~~2~~ -

Note 1: The information about the transactions between the Company and its subsidiaries is marked in the note column as follows:

a. The Company: 0.
b. The subsidiaries are marked in numerical order from 1.

Note 2: Investment types are as follows:

a. The Company to the subsidiaries.
b. The subsidiaries to the Company.

c. Between the subsidiaries.

Note 3: The ratio of transaction amounts to total sales revenue or assets was calculated as follows: (1) Asset or liability: The ratio was calculated based on the ending balance over the total consolidated assets; (2) Income or loss: The ratio was calculated based on the midterm accumulated amounts over the total consolidated sales revenue.
Note 4: All intercompany transactions have been eliminated on consolidation.

219

TABLE 7

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company	Investee Company	Location	Business Content	Original Investment Amount	Original Investment Amount	As of December 31, 2019	As of December 31, 2019	As of December 31, 2019	Net Income (Loss) of Investee	Share of Profit (Loss)	Note
				December 31, 2019	December 31, 2018	Number of Shares	%	Carrying Amount
The Company	Bio-Jourdeness International Group Co., Ltd. Success United Limited Jourdeness Development Limited Bio-Jourdeness Cosmetic Co. (MY) Sdn. Bhd.	Taiwan Samoa Hong Kong Malaysia	Beauty and body spa business and manufacture of cosmetics Investment Investment Beauty and body spa business	$205,000 224,494 32,320 7,857	$130,000 224,494 32,320 7,857	20,500,000 6,529,401 1,000,000 1,100,750	100 100 100 100	$1,493,816 1,499,721 39,452 78,402	$120,183 370,164 (2,043 ) 21,611	$120,183 370,164 (2,043 ) 21,611	Note Note Note Note

Note: All intercompany transactions have been eliminated on consolidation.

220

TABLE 8

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company	Business Content	Paid-in Capital (Note 1)	Method of Investment	Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2019	Investment Flows	Investment Flows	Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2019	Net Income (Loss) of Investee	% Ownership of Direct or Indirect Investment	Investment Gain (Loss) (Note 4)	Carrying Amount as of December 31, 2019 (Note 4)	Accumulated Repatriation of Investment Income as of December 31, 2019
					Outflow	Inflow
Jourdeness (Guangzhou) Cosmetics Co., Ltd. Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. Chengdu Jourdeness Enterprise Management Consulting Co., Ltd.	Manufacture of cosmetics and beauty and body spa business Consulting services of beauty and body spa business Consulting services of beauty and body spa business	$275,851 29,391 Note 4	Note 2 Note 2 Note 2	$ - - -	$ - - -	$ - - -	$ - - -	$390,325 (2,043 ) -	100.00 100.00 100.00	$390,325 (2,043 ) -	$1,499,426 39,497 -	$195,620 - -

Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2019	Investment Amounts Authorized by Investment Commission, MOEA	Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA (Note 3)
$ -	$ -	$ -

Note 1: The calculation was based on the spot exchange rate of December 31, 2019.

Note 2: The company indirectly invested in subsidiaries in mainland China by investing via third region.

Note 3: The company was incorporated in Cayman Islands and not restricted to “Guideline Governing the Review of Investment or Technical Cooperation in the Mainland Area.”

Note 4: Chengdu Enterprise Management underwent liquidation procedures and remitted share capital in 2018. As of December 31, 2019, Chengdu Enterprise Management had not completed the deregistration process.

Note 5: The board of directors of Jourdeness (Guangzhou) Cosmetics Co., Ltd. approved the payments of cash dividends amounting to $152,460 thousand (RMB35,000 thousand) and $43,160 thousand (RMB10,000 thousand) on August 27, 2019 and December 11, 2019, respectively, which were remitted to the Company via Success United Limited. The cumulative amount of remittance was $195,620 thousand as of December 31, 2019.

Note 6: All intercompany transactions have been eliminated on consolidation. The basis for investment income (loss) recognition is the financial statements audited and attested by parent company’s CPA in the ROC.

221

AI assistant

JDS — Annual Report 2019

52390_rns_2020-07-30_20048624-126c-4621-a348-1f9c2c6e8d54.pdf

JOURDENESS GROUP LIMITED

Annual Report 2019

JOURDENESS GROUP LIMITED

Annual Report Contents

IV. CAPITAL OVERVIEW

I. REPORT TO THE SHAREHOLDERS

Dear Shareholders,

I. Business Results for 2019

(II) Business plan implementation results

II. Summary of the Business Plan for 2020

III. Strategy for The Company’S Future Development

IV. Effect of External Competitive Environment, Legal and Regulatory Environment And Overall Business Environment

(II) Impact of the Regulatory Environment

II. COMPANY PROFILE

I. Established date

2010/06/21

II. History of the company and the group

III. CORPORATE STRUCTURE

IV. Risk Items

III. CORPORATE GOVERNANCE REPORT

I. Organizational System

II. Information of directors, supervisors, general managers, deputy general managers, assistant general managers, and managers of each department and branch offices

1. Information of directors and supervisors

(II) General manager, vice general manager, associate manager, and managers of each department and branch offices.

1.Range of Remunerations

(III) Remuneration of President and Vice President in recent years

Range of Remunerations

IV. Governance and operation of the company

(I) Operation of the Board of Directors

1. Organization of the Remuneration Committee

(VI) Discrepancy from Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the reasons:

JOURDENESS GROUP LIMITED Internal Control System

2. Important decisions by the board of directors.

V. Professional fees of the certified public accountant

VI. Changing CPA’s information:None.

VII. Directors, General Manager, managers responsible for finance or accounting matters, if they have worked at a CPA firm or related companies in the recent one year: None.

VIII. In recent year and until the date of publication, directors, supervisors, managers, and shareholders with more than 10% share equity transferred and changes in pledge of stock rights:

IX 、 Shareholders in the top ten shareholding ratio, relationship information for those who are related to each other or are spouses, or relative within 2nd degree of kinship.

X. The Company, the Company’s directors, supervisors, managers and businesses in direct or indirect control by the Company, their number of shares of the reinvested businesses, and the consolidated calculation of the comprehensive shareholding ratio.

IV. CAPITAL OVERVIEW

I. Capital and dividend

(III) Shareholding Distribution Status：

(V) Market Prices, book value, Earnings, and Dividends Per Share in recent two years

(VI) Dividends Policy and Implementation Status:

II. Status of Corporate bonds

Status of corporate bonds

Information for the convertible bond

III. Preferred shares: None

IV. Issuance of Overseas Depositary Shares: None.

V. Status of Employee Stock Option Plan: None.

VI. Status of New Restricted Employee Shares

(II) New Restricted Employee Shares Granted to Management Team and to Top 10 Employees

VII. Status of New Share Issuance in Connection with Mergers and Acquisitions: None.

VIII. Execution Status for Capital Utilization Plan

(3) Cash flow generated from operations: NT$1,096,077,000

4. Financing plans and implementation

Unit: NT$ in thousands

(II)Actual implementation

V. BUSINESS OPERATIONS

I. BUSINESS SCOPE

(3) Current commodities (services) items

(II) Industry Overview

A. Beauty industry summary

a. China market

b. Taiwan market

B. Beauty SPA industry development

2. Connections between upper, middle and downstream parts of the industry

3. Development trends for products

A. facial and body products categories

a. Beauty and personal care products

b. SPA skin care products:

B. Types of facial and body care packages

(A) Professional equipment to strengthen professional treatment service packages:

(C) Prevailing aroma care

4.Competition

1. Invested R&D Costs for recent fiscal year and until date of publication

2. Successful technology or product development

JDS Annual Report 2019