REGAL HOLDING CO., LTD.

Minutes of 2020 Annual General Meeting

Time: June $17^th$ , 2020 (Wednesday) at 9 a.m.
Venue: (Building Everlight) 3F., No. 197, Sec. 3, Zhongxiao E. Rd., Da'an Dist., Taipei City 106, Taiwan R.O.C.
■Total outstanding shares of the Company: 38,400,000 shares

Total shares represented by shareholders and Proxy Present: 31,574,253 shares (996,053 shares exercised via electronic transmission) accounted for 82.22% of total shares issued.

Attending Director: Independent Director- LEE, TSUNG-PEI
Attendees: LU, LI LY (CPA of KPMG), LI, WUN-SYONG (General Manager of TAIWAN BRANCH)
Chairman: Independent Director LEE, TSUNG-PEI Minutes taker: Liang, chia-hui
I. Call the Meeting to order: As a quorum was present, the Chairperson called the meeting to order.
II. Chairperson Remarks(Omitted)
III. Reporting Items:

Report 1 | 2019 Business Report

Explanation:

1. Please refer to appendix 1 for the Company's 2019 Business Report
1. Please review.

Resolution: Acknowledged by all attending Directors.

Report 2 | Audit Committee's Review Report

Explanation:

1. Please refer to appendix 2 for the Audit Committee's Review Report.
1. Please review.

Resolution: Acknowledged by all attending Directors.

Report $3 \mid$ To report 2019 Employees Compensation payment and Directors remuneration Explanation:

1. Subject to the Article 14.4 of the Company's Articles of Incorporation, if the Company has earnings for the year, the Company shall distribute not less than one percent (1%) of the profit before tax as the employees' compensation and not higher than three percent (3%) of the profit before tax as the directors' remuneration.
1. The employees' and the directors' compensation 2019 will be not distributed by a resolution of the board of directors on March 13^th 2020.
1. Please review.

Report 4 Report for Amendment of the "Board of Directors' Meeting Proceedings" Explanation:

1. It is compliant with the Orders of the law, the Company has amended the Company's "Board of Directors' Meeting Proceedings". Please refer to the appendix 3 for the comparison table.
1. Please review.

Resolution: Acknowledged by all attending Directors.

Report 5 | Reasonableness Explanation of Distribution Compensation of Directors 2019 Explanation:

1. Subject to the Reference No.1091701171 of TWSE's letter on April 21th 2020. Reasonableness Explanation of Distribution Directors' Compensation will be explained in shareholders meetings. Please refer to the attachment 3 (Page 17) for Reasonableness Explanation of Distribution Directors' Compensation.
1. Please review.

Resolution: Acknowledged by all attending Directors.

IV. Ratifications:

[Proposed by the Board of Directors]

Proposal 1 Adoption of the Business Report and Financial Report 2019 Explanation:

1. The Company's consolidated financial statements 2019 were audited by certified public accountant ("CPA") Mrs. LU, LI - LY and Mrs. KUAN, CHUN-HSIU of KPMG.
1. Please refer to the attachment 1 for the business report and attachment 5 for CPA audit report and the financial report.
1. Please proceed to ratification.

Voting Results: Shares represented at the time of voting: 31, 574, 253 shares

Voting Results	Proportion of shareholder voting rights presented during vote
Votes in favor 30,215,541 shares 595,341 shares) (electronic voting included	95.69%
$3,643$ shares Votes against (electronic voting included $3,643$ shares)	0.01%
1,355,069 shares Abstention votes/No votes 397,069 shares) (electronic voting included	4.29%

Resolved, that the above proposal be and hereby was approved as proposed.

[Proposed by the Board of Directors]

Proposal 2 Adoption of the Proposal for Distribution of 2019 earnings

Explanation:

the Company's net profit after tax of 2019 is NTD \$146,304,060 and accumulated deficit is NTD \$81,256,691. Retained earnings as the following table:

Unit: NTD \$

Items	Amount
Beginning retained earnings	56,000,704
special surplus reserve set aside Plus: from "reversed equity deduction" (Note 1)
Beginning retained earnings after adjustment	56,000,704
deduction: Actuarial loss on defined benefit plans of 2019	9,046,665
plus: Net loss after tax of 2019	(146, 304, 060)
Earnings distributable for 2019	(81,256,691)
Retained earnings at the end	(81,256,691)
Note 1: The special surplus reserve is stipulated by Financial Supervisory Commission on April 6, 2012 (Ref. 1010012865). While distributing the distributable surplus, the Company shall provide a special surplus reserve of current period earnings and undistributed prior period earnings from current year's net loss of shareholders' equity. However, the special reserve amounts for prior years' accumulated shareholders' equity contra accounts should only be provided from prior years' unappropriated earnings. If a reversal of shareholders' equity contra account occurs, the reversed portion of the special reserve could be distributed as dividends.

1. The employees' and the directors' compensation will be not distributed by a resolution of the board of directors on March 13^th, 2020.
1. Please proceed to the ratification.

Voting Results: Shares represented at the time of voting: 31, 574, 253 shares

Voting Results	Proportion of shareholder
	voting rights presented
	during vote
Votes in favor 30,204,530shares	95.66%
(electronic voting included 584,330 shares)
Votes against 14,654 shares	0.01%
(electronic voting included 14,654 shares)
Abstention votes/No votes1,355,069 shares	4.29%
(electronic voting included 397,069shares)

Resolved, that the above proposal be and hereby was approved as proposed.

V. Discussion Items

[Proposed by the Board of Directors]

Proposal 1 Discussion on the revision to the Company's "Articles of Association"

Explanation:

1. It is proposed to amend the Company's "Articles of Association" in accordance with regulations. Please refer to the attachment 6 for the comparison table.
1. Please proceed to the discussion.

Voting Results: Shares represented at the time of voting: 31, 574, 253 shares

Voting Results		Proportion of shareholder voting rights presented during vote
Votes in favor	30, 215, 518 shares	95.69%
(electronic voting included 595, 318 shares)
Votes against	3,666 shares	0.01%
(electronic voting included 3, 666 shares)
Abstention votes/No votes1, 355, 069shares		4.29%
(electronic voting included 397, 069shares)

Resolved, that the above proposal be and hereby was approved as proposed.

[Proposed by the Board of Directors]

Proposal 2 Discussion on the revision to the Company's "Rules of Procedures for

Shareholders' Meetings"

Explanation:

1. It is proposed to amend the Company's "Rules of Procedures for Shareholders' Meetings" in accordance with regulations. Please refer to the attachment 7 for the comparison table.
1. Please proceed to the discussion.

Voting Results: Shares represented at the time of voting: 31, 574, 253 shares

Voting Results	Proportion of shareholder voting rights presented
	during vote
Votes in favor 30, 215, 513 hares	95.69%
(electronic voting included 595, 313 hares)
Votes against 3,671 ares	0.01%
(electronic voting included 3, 671 ares)
Abstention votes/No votes1, 355, 069shares	4.29%
(electronic voting included 397, 069shares)

Resolved, that the above proposal be and hereby was approved as proposed.

[Proposed by the Board of Directors]

Proposal 3 Discussion on the revision to the Company's "Ethical Corporate Management" Best Practice Principles" and "Procedures for Ethical Management and

Guidelines for Conduct"

Explanation:

1. It is proposed to amend the Company's "Ethical Corporate" Management Best Practice Principles" and "Procedures for Ethical Management and Guidelines for Conduct" in accordance with regulations. Please refer to the attachment 8 and attachment 9 for the comparison table.
$2.$ Please proceed to the discussion.

Voting Results: Shares represented at the time of voting: 31, 574, 253 shares

Voting Results		Proportion of shareholder
		voting rights presented
		during vote
Votes in favor	30, 215, 518 shares	95.69%
(electronic voting included 595, 318 shares)
Votes against	3,666 shares	0.01%
(electronic voting included 3, 666 shares)
Abstention votes/No votes1, 355, 069shares		4.29%
(electronic voting included 397, 069shares)

Resolved, that the above proposal be and hereby was approved as proposed.

VI. Election Item

[Proposed by the Board of Directors]

Proposal 1 $\Re$ Re-election of 5^th term of directors and independent directors

Explanation:

1. For long-term planning and requirement of operation management, it is proposed to re-elect 5^th term of directors and independent directors in this General Shareholders' Meeting in advance by a resolution of the board of directors on March 13^th, 2020.
1. In accordance with Article 31.4 and 31.5 of the Articles of Association, "The number of Directors shall be no less than seven (7) and no more than eleven (11). The term of office for each Director shall not exceed a period of three (3) years provided that in the event the expiration of the term of office of such Directors would otherwise leave the Company with no Directors, the term of office of such Directors shall be extended automatically to the date of the general meeting next following the expiration of such term, at which new Directors will be elected to assume office. Directors may be eligible for re-election" and "shares being listed on the TPEx or TSE, the Directors may be nominated by adopting the candidate nomination system specified in the Applicable Public

Company Rules."

1. It is proposed to re-elect $5^th$ term of 7 directors (including 3 independent directors). The term of newly elected directors (including independent directors) will be from the date of election for three years, from June 17^th, 2020 to June 16^th, 2023.
1. Please refer to attachment 10.
1. Please proceed to the election.

Title	Name	Shares
Director	Solar Jewelers Group Corp.	34,075,612
	Representative: PHACHARAPON PHAIBOONSUNTORN
Director	Hyperion Trading Co., Ltd	29,765,682
	Representative: SARAUTH MUNGCHITVITSAVAKORN
Director	Orlog Global Co., Ltd.	29,755,443
	Representative: LIN, CHIU-I
Director	Unique Global Investment Inc.	29,755,371
	Representative: LIN, CHIN-SAN
Independent Director	LEE, TSUNG-PEI	29,360,773
Independent Director	YEH, KUANG -CHOU	29,338,126
Independent Director	GUAN, JYH-LIANG	29, 167, 385

Result:

VII. Other Proposal

[Proposed by the Board of Directors]

Proposal 1 List of Proposal of Removal the Non-Compete Restriction Against the Newly Elected Directors

Explanation:

1. Subject to Article 47.4 of the Company's Articles of Association, a director who is engaged in anything on his own account or on behalf of another person, which is within the scope of the Company's business, shall explain in shareholders' meeting the essential contents of such conduct and seek approval.
1. On the premise that there's no infringement to the Company's benefit, it is proposed to remove the non-compete restriction against the newly elected director or its assigned representative for them to invest or operate other companies that have the same or similar business scope of the Company and be the director of the said company. Please refer to

attachment 11.

	Voting Results: Shares represented at the time of voting: 31, 574, 253 shares
--	-------------------------------------------------------------------------------	--	--	--	--

Voting Results	Proportion of shareholder
	voting rights presented
	during vote
Votes in favor	$30, 215, 518$ shares 95.5%
(electronic voting included 562, 835 shares)
Votes against	34, 806 shares 0.11%
(electronic voting included $\left[34,806 \text{ shares}\right)$ )
Abstention votes/No votes1, 356, 412 shares	4.29%
(electronic voting included 398, 412 shares)

Resolved, that the above proposal be and hereby was approved as proposed. VIII. Extemporary Motions

$\hat{\mathcal{A}}$

IX. Adjournment: June 17^th, 2020 (Wednesday) 9.37 a.m.

REGAL HOLDING CO., LTD.

Business Report 2019

In 2019, the global market was so volatile, although the global jewelry industry gradually grew by 5% per year. However, Regal Holding was affected by the strategy of inventory adjustment of major biggest client in O1 and consideration of corporate social responsibility and difficulty of cultivating employees' techniques. Regal Holding adopted the measure of adjustment human resources allocation led to first-time loss through the years. Management team do apologize to employees and shareholders. Therefore, Regal Holding reviewed the clients and cost structure. In Q3 2019, the order and the adjustment strategy gradually grew up, net income in September turned a loss into a profit. Although the global market still has many uncertain factors in 2020, but we believe that Regal Holding walked out of trough. The Company and management team with strong fundamental will provide boutiques with higher quality for clients and global consumers.

The revenues in 2019 were NT\$1,809,297,000, which was 38.21% lower than the previous year. Net loss after tax was NT\$146,304,000 and after-tax loss per share was NT\$3.83. From the prospective of revenues of jewelry processing combination, the revenues in metalworking was 25.9% lower than the previous year, the revenues in plating was 65.91% lower than the previous year. The gross profit of metalworking in 2019 was down to 10.69% from 24.84% in the previous year. The gross profit of plating was down to 17.21% from 34.54% in the previous year because of biggest clients' adjustment strategy and labor cost caused gross margin has diluted. Moreover, Baht dollar appreciated 7.88% against the US dollar in 2019 caused the realized and unrealized exchange losses totaled NT\$13,865,000. The Company was also affected by clients' accounting adjustment, financial costs totaled NT\$4,228,000 in 2019, an increase of NT\$3,523,000 than the previous year.

For managing cost more effectively, Regal Holding not only improved the estimate of manpower needs and adjustment mechanism, but also used human resource integration and improved the rate of research and development in administrative cost and research expense. Therefore, in 2019, administrative expense has decreased 21.51% than the previous year, research and development expense has decreased 11.64% than the previous year. Facing our biggest client promoted the rate of self-capacity and outsource difficult crafts, we kept strengthening our production process and performing research, development and selling expense more carefully. In financial risk control, the Company adopted a strategy of separating the weak from the strong and control of currency risk. Meanwhile, we strengthened surveillance of account receivable to minimize the uncertainty factor of profit.

Facing the impact of the above external unfavorable factors, Regal Holding re-created the Company's image and reorganized internal and external resources in 2019. The developed new clients also reduced OEM proportion of one single client. In Company

response consumers' market's change of products with small quantities and diversities, the Company also started to distribute lines to produce small quantities, high gross profit, quick reaction capacity, and multiplex in one station. The Company also redistributes the sales channels of our own brand, online e-commerce and social platforms in end consumers' market at the same time. The Company is looking forward to the transfer of the crisis. Meanwhile, the Company is building sustainable development to develop operation vigorously.

Chairman

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General Manager

Account Officer

Attachment 2

REGAL HOLDING CO., LTD.

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2019 Business Report, Consolidated Financial Report and proposal for allocation of profits. The CPA firm of KPMG was retained to audit the Company's Consolidated Financial Report and has issued an audit report relating to the Financial Statements. The aforesaid Business Report, Financial Reports and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To REGAL HOLDING CO., LTD.

Chairman of the Audit Committee: LEE, TSUNG-PEI

March 13th, 2020

REGAL HOLDING CO., LTD.

Comparison Table of "Rules of Procedures for Directors' Meetings" Before and After Revision

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do otherwise, issue a written	do otherwise, issue a written
opinion in advance, which shall be	opinion in advance, which shall be
recorded in the meeting minutes.	recorded in the meeting minutes.
14. Recusal system for	14. Recusal system for $ $	1. Amended words
directors	directors	2.Added in
$(1)$ If a director or a juristic person	If a director or a juristic person that	with accordance
that the director represents is an	the director represents is an	Article 206,
interested party in relation to an	interested party in relation to an	paragraph 3 of the
agenda item, the director shall state	agenda item, the director shall state	Company Act on
the important aspects of the	the important aspects of the	August 1, 2018
interested party relationship at the	interested party relationship at the	3. Paragraph 2
respective meeting. When the	respective meeting. When the	move to
relationship is likely to prejudice	relationship is likely to prejudice	Paragraph Added
the interest of the Company, that	the interest of the Company, that	in accordance
director may not participate in	director may not participate in	with Article 206
discussion or voting on that agenda	discussion or voting on that agenda	of the Company
item and shall recuse himself or	item and shall recuse himself or	Act on August 1,
herself from the discussion or the	herself from the discussion or the	2018.
voting on the item and may not	voting on the item and may not
exercise voting rights as proxy for	exercise voting rights as proxy for
another director.	another director. Where a director
	is prohibited by the preceding
relative within the second degree of rights with respect to a resolution at	$(2)$ Where the spouse, a blood paragraph from exercising voting
kinship of a director,	or any a board meeting, the provisions of
company which has a controlling or Article 180, paragraph 2 of the
subordinate relation with a director	Company Act apply mutatis
has interests in the matters under	mutandis accordance $\mathbf{in}$ with
discussion in the board meeting,	Article 206, paragraph 4 of the
such director shall be deemed to	same Act. Where the spouse, a
have a personal interest in the	blood relative within the second
matter.	degree of kinship of a director, or
(3) Where a director is prohibited	any company which has _a
by above two paragraphs from	controlling or subordinate relation
exercising voting rights with	with a director has interests in the
respect to a resolution at a board	matters under discussion in the
meeting, the provisions of Article	board meeting, such director shall
180, paragraph 2 of the Company	be deemed to have a personal
Act apply mutatis mutandis in	interest in the matter.
accordance with Article 206,

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paragraph 4 of the same Act.
15. Meeting minutes	and $\vert$ 15. Meeting minutes	and Amended words
sign-in matters	sign-in matters
$(1)$ to $(2)$ (omitted)	$(1)$ to $(2)$ (omitted)
	(3) The attendance book constitutes $(3)$ The attendance book constitutes
	part of the minutes for each board part of the minutes for each board
meeting and shall be retained for	meeting and shall be retained for
	the duration of the existence of the the duration of the existence of
Company.	Company.

omitted'	omitted)

Reasonableness Explanation of Distribution Compensation of

Directors 2019

Extraordinary General Meetings elected succeeding one director Ausrine Marketing Corp. representative: LAI, JIN-HE to fill the vacancy on June 22^nd, 2017. Unique Global Investment Inc. appointed LIN, CHIN-SAN as the representative on December 29th, 2017. The term of acquirement compensation of Directors was from July 2018 to December 2018. Compensation was NTD \$50,000 per month and transportation fee was NTD \$10,000 each time. (Each of them presented the Board 2 times) Each of them acquired compensation was NTD \$320,000 in 2018, totaled NTD \$640,000.

In 2019, the term of acquirement compensation of Directors of Ausrine Marketing Corp. representative LAI, JIN-HE and Unique Global Investment Inc. representative LIN, CHIN-SAN was all the year round. In 2019, Director LAI, JIN-HE and Director LIN. CHIN-SAN presented the Board 5 and 4 times, respectively. Transportation fees were NTD \$50,000 and NTD \$40,000, respectively. They acquired compensation of Directors NTD \$650,000 and NTD \$640,000, respectively. Totaled NTD \$1,270,000.

The compensation of directors in 2019 increased NTD \$630,000 more than previous year which was due to acquirement compensation of Directors and transportation fee. It's reasonable.

Distribution Compensation of Directors sheet of 2018 and 2019

Unit: NTD \$

			~~~~~~
Year Name	2018	2019	Difference
LIN, CHIN-SAN	320,000	630,000	310,000
LAI, JIN-HE	320,000	640,000	320,000
Total	640,000	1,270,000	630,000

Attachment 5

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要侯建業解合會計師事務府

台北市11049信義路5段7號68樓(台北101大樓) 68F. TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)

Telephone 電話 + 886 (2) 8101 6666 傳真 + 886 (2) 8101 6667 Fax Internet 網址 kpmg.com/tw

Independent Auditors' Report

To the Board of Directors of

Regal Holding Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Regal Holding Co., Ltd. ("the Company") and its subsidiaries ("the Group"), which comprise the consolidated statement of balance sheets as of December 31, 2019 and 2018, and the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and 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 with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), Interpretation developed by the International Financial Reporting Interpretations Committee ("IFRIC") or the former Standing Interpretations Committee ("SIC") endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

Contract Contract Contract Contract

我们的是我们的是我们的。" "我们的是我们的,我们的人们的人们的人们的人们的人们的人们。"

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the 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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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. Based on our judgment, the key audit matters that should be disclosed in this audit report are as follows:

1. Revenue recognition

Please refer to Note 4(m) and Note 6(s) of the consolidated financial statement for the related disclosures on revenue recognition.

Description of key audit matter:

Revenue is one of the key performance indicators for evaluating the financial and operational performance of the Group and draws public attention. Therefore, the revenue recognition was considered one of the key audit matters in our audit.

How the matter was addressed in our audit:

Our audit procedures included:

Assessing and testing the design, as well as the effectiveness of the operation on internal controls over sales and collection cycle; conducting trend analysis on revenues generated from top ten customers to assess the existence of any significant exception; performing tests of detail on sales transactions to assess the existence of the transactions and the accuracy of the recognized sales as well as the timing of the recognition; performing sales cut-off test over a period prior and post to the balance sheet date by vouching related documents of sales transactions to determine whether revenue have been recognized in proper period.

Subsequent measurement of inventories

Please refer to Note 4(h), Note 5 and Note 6(f) for the related disclosures on subsequent measurement of inventories.

Description of key audit matter:

The inventory of the Group comprises gems, jewelry and raw materials. Since fashion and trends keep changing rapidly and constantly, inventories might become out of date and difficult to meet market demand resulting in the risk that net realizable value of inventories is likely to be lower than costs.

The inventories are measured and recognized subsequently by the Group's management based on both internal and external evidence. Therefore, the subsequent measurement of inventories is considered one of the key audit matters in our audit.

How the matter was addressed in our audit:

Our audit procedures included:

Assessing the reasonableness of accounting policies for subsequent measurement of inventories; obtaining aging analysis of inventories and analyzing changes in inventory age categories to verify the appropriateness of the changes; obtaining details of subsequent measurement of inventories and understanding the reasonableness of selling prices adopted; verifying net realizable value of inventories by vouching the source documents of samples and determining whether related subsequent measurement of inventories has been appropriately disclosed.

Responsibilities of Management and Those Charged 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 with the IFRSs, IASs, IFRIC, 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.

Auditor's 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 auditor's 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 economic decisions of users taken on the basis of these consolidated financial statements.

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

1. 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.
1. 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.
1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
1. 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 auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
1. 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.
1. Obtain sufficient and 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 a statement 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 matters in our auditors' report unless law or regulation precludes 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 Lily Lu and Chun-Hsiu Kuang.

KPMG

Taipei, Taiwan (Republic of China) March 13, 2020

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.

The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.

			December 31, 2018			December 31, 2018 December 31, 2019
	Assets	December 31, 2019 Amount $\frac{96}{6}$	℅ Amount		Liabilities and Equity	℅ Amount × Amount
$\frac{1}{2}$	Current assets:			$21\,\mathrm{x}$	Current liabilities:
DOI1	Cash and cash equivalents (note 6(a))	$\overline{24}$ 462,759 49	$\boldsymbol{\mathcal{Z}}$ 481,177	2100	Short-term loans (notes 6(h), 6(k) and 8)	35 693,065 69
1110	Financial assets at fair value through profit or loss-current (notes 6(b)			2150	Notes payables	281 245
	and 6(u))		n 95,743	2170	Trade payables	m 50,831 57,299
1170	Trade receivables, net (notes 6(d) and 6(s))	57 732,314	387,257	2200	Other payables (note 6(t))	$\mathsf{D}$ 163,808 86,851
1200	Other receivables (note 6(e))	1,647	2,683	2230	Current tax liabilities	19,143
1220	Current tax assets	14,958		2280	Current lease liabilities (notes 3(a) and 6(I))	1,206
130x	Inventories (note 6(f))	n 295,233	315,397	2399	Other current liabilities	1.021 4,590
1470	Other current assets (notes 4(c) and 8)	18,486	9,666		Total current liabilities	긔 235,084 $\frac{43}{2}$ 843,256
	Total current assets	$\frac{1}{2}$ 1,525,397	$\frac{76}{5}$ ,291,923	$25\pi$	Non-current liabilities:
15 _xx	Non-current assets:			2570	Deferred tax liabilities (notes 6(o))	m 56,609 Z 38,902
1520	Non-current financial assets at fair value through other comprehensive			2580	Non-current lease liabilities (notes 3(a) and 6(1))	278
	income (note 6(c))	12,200		2640	Net defined benefit liabilities-non-current (notes 6(n))	N 29,495 $\sim$ 27,735
1600	Property, plant and equipment (notes 6(h), 6(k) and 8)	∞ 348,046	$\mathbb{Z}$ 347,093	2645	Guarantee deposits received	3,569 3.814
1755	Right-of-use assets (notes 3(a), 6(i) and 6(l))	1,465			Total non-Current liabilities	89,673 4 70,729
1780	Intangible assets (note 6(j))	N 40,364	Z 33,594	288	Total liabilities	$\frac{9}{2}$ 324,757 47 913,985
1840	Deferred tax assets (note 6(o))	23,218	22,398	$31\text{xx}$	Equity attributable to owners of the Company (notes 6(g), 6(p) and
1984	Other financial assets-non-current (note 8)	10,308	9,381		(d)9
	Total non-current assets	ដ 435,601	$\overline{24}$ 412,466	3100	Common stock	ঋ 385,000 $\frac{5}{2}$ 384,700
				5200	Capital surplus	$\frac{26}{5}$ 433,262 $\frac{2}{3}$ 428,182
				$33\mathrm{x}$	Retained earnings:
				3310	Legal reserve	m 50,135 4 70,774
				3320	Special reserve	N 28,481 28,481
				3350	Unappropriated retained earnings (accumulated deficits)	ฺฺฺฺฺ 230,640 Ð (81,257)
						$\overline{18}$ 309,256 17,998
					Other equity:
				3410	Exchange differences on translation of foreign financial statements	7,984 S 66,091
				3490	Others	Э 17,248 (6.795)
						딕 (9, 264) 59,296
					Total equity attributable to owners of the Company:	$\mathcal{S}^2$ .118,254 쉬 890,176
				36x	Non-controlling interests (note 6(g)	긔 261,378 156,837
$\frac{1}{2}$	Total assets	$\frac{100}{20}$ 1,960,998	뤫 1.704.389	$2-3\pi\alpha$ $3x\alpha$	Total equity	븨 379,632 5 ² 1,047,013
					Total liabilities and equity	힁 1,704,389 의 1,960,998

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
REGAL HOLDING CO., LTD. AND SUBSIDIARIES

$\overline{a}$

Consolidated Balance Sheets

December 31, 2019 and 2018

(expressed in thousands of New Taiwan Dollars)

See accompanying notes to consolidated financial statements.

ł,

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018

(expressed in thousands of New Taiwan Dollars, except earnings per share)

$\hat{\mathcal{A}}$

		2019		2018
		Amount	℅	Amount	$\%$
4000	Operating revenues (note 6(s))	\$ 1,809,297	100	2,928,169	100
5000	Operating costs (notes 6(f), 6(h), 6(i), 6(j), 6(l), 6(m) 6(n)and 12)	1,583,125	87	2,052,864	70
5900	Gross profit	226,172	13	875,305	30
6000	Operating expenses (notes 6(d), 6(h), 6(i), 6(j), 6(l), 6(m), 6(n), 6(q), 6(t), 7 and 12):
6100	Selling expenses	68,965	4	67,994	$\overline{a}$
6200	Administrative expenses	180,582	10	230,074	8
6300	Research and development expenses	70,286	4	79,543	3
6450	Impairment loss determined in accordance with IFRS 9	10,337	$\blacksquare$	11,424
	Total operating expenses	330,170	18	389,035	13
6900	Operating income (losses)	(103,998)	(5)	486,270	17
7000	Non-operating income and expenses (notes 6(b), 6(l), and 6(u)):
7010	Other income	12,578		20,657	1
7020	Other gains and losses	(15,200)	(1)	(1, 830)
7050	Finance costs	(4,228)	$\blacksquare$	(705)
	Total non-operating income and expenses	(6, 850)	(1)	18,122	1
7900	Profit (losses) before income tax	(110, 848)	(6)	504,392	18
7950	Less: income tax expenses (note $6(0)$ )	7,522	$\blacksquare$	136,986	5
8200	Profit (losses) for the period	(118, 370)	(6)	367,406	13
8300	Other comprehensive income:
8310	Components of other comprehensive income that will not be reclassified subsequently to profit or loss
8311	Gains (losses) on remeasurements of defined benefit plans	9,240		(3,797)
8349	Less: income tax related to components of other comprehensive income that will not be reclassified subsequently to profit or loss
	Components of other comprehensive income that will not be reclassified subsequently to profit or loss	9,240		(3.797)
8360	Items that may be reclassified subsequently to profit or loss
8361	Exchange differences on translation of foreign operations	68,969	4	43,333	1
8399	Less: income tax related to items that may be reclassified subsequently to profit and loss
	Components of other comprehensive income that will be reclassified subsequently to profit or loss
8300	Other comprehensive income	68,969 78,209	$\overline{A}$ 4	43,333 39,536	1
8500	Total comprehensive income	(40,161)			-1
8600	Profit (losses) attributable to (note 6(g)):		$\Omega$	406,942	14
8610	Owners of the Company	\$ (146, 304)	(8)	206,394	8
8620	Non-controlling interests	27,934	2	161,012	5
		(118,370)	(6)	367,406	13
	Comprehensive income attributable to (note $6(g)$ ):
8710	Owners of the Company	\$ (79, 151)	(4)	239,144	8
8720	Non-controlling interests	38,990	2	167,798	6
		(40, 161)	$\overline{2}$	406,942	14

	Earnings (losses) per share (New Taiwan dollars) (note 6(r))
9750	Basic earnings (losses) per share		(3.83)		5.41
9850	Diluted earnings (losses) per share		(3.83)		5.40

See accompanying notes to consolidated financial statements.

$\circ$

$\ddot{\phantom{0}}$

A construction of the construction

$\label{eq:reduced} \frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac$

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2019 and 2018

(expressed in thousands of New Taiwan Dollars)

					Equity attributable to owners of the Company
				Retained earnings			Exchange
					Unappropriated earnings retained		differences on translation of foreign		attributable to Total equity
	Common stock	surplus Capital	reserve Legal	reserve Special	(accumulated deficits)	Total retained carnings	statements financial	Others	owners of the Non-controlling Company	interests	Total equity
Balance at January 1, 2018	381,600 59	418,370	434 57.	40,893	142,730	221,057	(28, 481)		992,546	136,756	1,129,302
Appropriation and distribution of retained earnings:
Legal reserve appropriated			12,701
Special reserve appropriated				(12, 412)	$(12, 701)$ $12, 412$
Cash dividends					114,480	114,480
Profit for the period					206,394	206,394			$(114,480)$ $206,394$	$(45,607)$ 161,012	$(160,087)$ $367,406$
Other comprehensive income					(3.715)	(3,715)	36,465		32,750	6,786	39,536
Total comprehensive income					202,679	202,679	36,465		239,144	167,798	406,942
Share-based payments	3,400	14,892						(17,248)	1,044		1,044
Changes in non-controlling interests										2.431	2,431
Balance at December 31, 2018	385,000	433,262	50,135	28,481	230,640	309,256	7,984	(17,248)	1,118,254	261,378	1,379,632
Appropriation and distribution of retained earnings:
Legal reserve appropriated			20,639
Cash dividends					$(20,639)$ $(154,000)$ $(146,304)$	$(154,000)$ $(146,304)$			(154,000)		(297, 531)
Profit (losses) for the period									146,304	$(143, 531)$ $27,934$	118,370
Other comprehensive income					9,046	9,046	58.107		67.153	11.056	78,209
Total comprehensive income					137,258	137,258	58,107		79,151	38,990	(40.161)
Adjustments for restricted shares to employees	၉ ၁၀)	(5,080)						5,380
Share-based payments								5,073	5,073		5.073
Balance at December 31, 2019	384,700	428,182	70.774	28,481	(81,257	17,998	66,091	(6,795)	890,176	156,83	1,047,013

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
REGAL HOLDING CO., LTD. AND SUBSIDIARIES

$\frac{1}{3}$

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018

(expressed in thousands of New Taiwan Dollars)

		2019	2018
Cash flows from (used in) operating activities:
Profit (loss) before tax	\$	(110, 848)	504,392
Adjustments:
Adjustments to reconcile profit (losses):
Depreciation expenses		54,308	51,837
Amortization expenses		5,544	4,899
Expected credit losses		10,337	11,424
Interest expenses		4,228	705
Interest income		(3, 399)	(1, 724)
Share-based payments		5,073	1,044
Loss on disposal of property, plant and equipment		1,568	164
Unrealized foreign exchange losses (gains)		(476)	398
Total adjustments to reconcile profit Changes in operating assets and liabilities:		77,183	68,747
Financial assets mandatorily measured at fair value through profit or loss		100,524
Notes receivable			(93, 986) 2,057
Trade receivable		(329, 372)	(168, 136)
Other receivable		1,228	(387)
Inventories		38,196	(14, 637)
Other current assets		(8,392)	3,140
Total changes in operating assets		(197, 816)	(271, 949)
Notes payable		(52)	(4, 351)
Trade payable		4.341	(858)
Other payable		(86, 106)	53,161
Advance receipts			(6, 481)
Other current liabilities		3,492	(1, 430)
Net defined benefit liabilities		5,760	1,461
Total changes in operating liabilities		(72, 565)	41,502
Total changes in operating assets and liabilities		(270, 381)	(230, 447)
Total adjustments		(193, 198)	(161,700)
Cash inflows generated from (used in) operations		(304, 046)	342,692
Interest received		3,399	1,724
Interest paid		(3, 547)	(705)
Income taxes paid		(59, 648)	(112,028)
Net cash flows from (used in) operating activities Cash flows from (used in) investing activities:		(363, 842)	231,683
Acquisition of financial assets at fair value through other comprehensive income		(12,200)
Acquisition of property, plant and equipment		(35, 553)	(52, 984)
Proceeds from disposal of property, plant and equipment		731	73
Acquisition of intangible assets		(10, 303)	(25,020)
Increase in other financial assets - non-current		(417)	(1,093)
Net cash flows used in investing activities		(57.742	(79, 024)
Cash flows from (used in) financing activities:
Increase in short term loans		687,305	(247,752)
Increase in guarantee deposits received		33	322
Payments of lease liabilities		(1, 584)
Cash dividends paid		(297, 531)	(160, 087)
Changes in non-controlling interests		$\blacksquare$	2,431
Net cash flows from (used in) financing activities		388,223	(405, 086)
Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents		14,943	12,294
Cash and cash equivalents at the beginning of period		(18, 418) 481,177	(240, 133) 721,310
Cash and cash equivalents at the end of period	S	462,759	481,177

See accompanying notes to consolidated financial statements.

REGAL HOLDING CO., LTD.

$\bar{z}$

Comparison Table of "Articles of Association" Before and After Revision

Proposal for the Amendment	Original Articles	Description
(4 ^th version)	(3 ^rd version)
1.1 In these Fourth Amended and	1.1 In these Third Amended and	$4th$ time
Restated Articles, the	Articles, Restated the	amendment
following words and	following words and
expressions shall, where not	expressions shall, where not
inconsistent with the	inconsistent with the
context, have the following	context, have the following
meanings, respectively:	meanings, respectively:
2.12 Where a subscriber of new	NA.	Amended in
shares delays payment for		accordance with
the shares, the Company		Article 266,
shall fix a period of not less		paragraph 3 and
than one month and request		Article 142 of
the subscriber to pay,		Company the
declaring that in case of		Act of Taiwan
default of payment within
the stipulated period the
right shall be void. After the
Company has made the
aforesaid request, the right
of the subscriber who fails
to pay accordingly shall be
void. Under the aforesaid
circumstances,
compensation for losses or
damages of the Company, if
any, may still be claimed
against such subscriber.
2.13 For so long as the Company NA.		Amended in
issues new shares and the		accordance with
shares of the Company are		Article33,
traded on the ESM or listed		paragraph 3 of
on the TPEx or TSE, where		Securities and

publicly the announces period for payment of subscription is longer than one month, the rights of the subscribers who fail to pay shall be void, and Article 2.12 shall not be applicable.		Exchange Act of Taiwan
$2.6(a)$ in with connection a spin-off, Merger, acquisition, shares exchange, or pursuant to any reorganization of the Company;	$2.6(a)$ in connection with a Merger, spin-off, or pursuant to any reorganization the of Company;	Added in accordance with Article 8 of the Business Mergers And Acquisitions Act of Taiwan
$12.3(b)$ effecting Merger any (except for Merger any which falls within the definition "merger" $\sigma f$ "consolidation" and/or under the Law, which requires the approval of the Company by Special Resolution only), spin-off or shares exchange of the provided, Company; however, that the trading of Company shares on the stock exchange market shall be terminated because the Company participates in the merger and is dissolved thereafter, or in the acquisition by a company under general assumption or transfer, in the or acquisition by share exchange, or spin-off, while surviving, or the the transferee company, or the	$12.3(b)$ effecting Merger any (except for any Merger which falls within the definition _of "merger" "consolidation" and/or under the Law, which requires the approval of the by Company Special Resolution only) or spin-off of the Company; provided, however, that the trading of Company shares on the stock exchange market shall be terminated because the Company participates in the merger and is dissolved thereafter, or in the acquisition by a company under general assumption or transfer, in or the acquisition by share exchange, or spin-off, while surviving, or the the transferee company, or the incorporated newly	Added in accordance with Article 29 of the Business Mergers And Acquisitions Act of Taiwan

newly incorporated company is not a listed or OTC company, the resolution of the general meeting shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the Company.	company is not a listed or OTC company, the resolution of the general meeting shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the Company.
28.2 In the event any part of the Company's business is spun off, involved in any Merger , acquisition , or shares exchange, any Member, who has abstained from voting in respect of such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting approving such spun off Merger, acquisition, or shares exchange, may request the Company to purchase all of his shares at the then prevailing fair price.	28.2 In the event any part of the Company's business is spun off or involved in any Merger, any Member, who has abstained from voting in respect of such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting approving such spin off or Merger, may request the Company to purchase all of his shares at the then prevailing fair price.	Added in accordance with Article 12, paragraph 1 of the Business Mergers And Acquisitions Act of Taiwan
The Member filing a 28.3 request under the Article 28.1 and Article 28.2 shall make it in writing within 20 days since the resolution of the general meeting was made, specify the price for buying back. If the Member and Company reach an agreement about the price of	NA	Added in accordance with Article 12, paragraph 2 and paragraph 6 of the Business Mergers And Acquisitions Act of Taiwan

purchasing, the Company shall pay for the shares within 90 days since the resolution of the general meeting was made. In case no agreement is reached, the Company shall pay the fair price which it has recognized to the Member who asks for a higher price within 90 days since the resolution of the general meeting was made. If the Company did not pay, the shall Company be considered to be agreeable to the price requested by the Member in writing as prescribed above.

$28.4$ In case the Member filing a request under the Article 28.2, but no agreement is reached within 60 days since the resolution of the general meeting was made, the Company shall apply to the court for a ruling on the fair price against all the dissenting Members as the opposing party within 30 days after the 60-day period mentioned above. The Taiwan Taipei District Court may be the first court for this matter.	NA	Added in accordance with Article 12, paragraph 7 of the Business Mergers And Acquisitions Act of Taiwan
47.5 Notwithstanding anything to the contrary contained in this Article 47, in the	N/A	Added in accordance with Article 5,

Merger, spin-off, acquisition by Company, a Director who has a personal interest in the transaction $\circ$ f spin-off, or acquisition shall explain to the Board and the general meeting essential contents of such personal interest and the of approval reasons dissent to the resolution of Merger, spin-off, acquisition.	or the Merger, the or or	paragraph 3 of the Business Mergers And Acquisitions Act of Taiwan
relative within the second degree of kinship of a Director, or any company which has a controlling or subordinate relation with a Director, who has a person interest in the matter under discussion at a meeting of the Directors, which may conflict with and impair the interest of the Company, such Director shall deemed to have a personal interest in the matter.	$47.6$ Where the spouse, a blood $47.5$ Where the spouse, a blood relative within the second degree of kinship of a Director, or any company which has a controlling or subordinate relation with a Director, who has a person interest in the matter under discussion at a meeting of the Directors, which may conflict with and impair the interest of the Company, be such Director shall be deemed to have a personal interest in the matter.	Amended the sequence
50.2 Before the shares are traded on the ESM or listed on the TPEx or TSE, at least three (3) days prior notice shall be given for any meeting of the Board provided that in the of case circumstances, a meeting of the Board may be convened	50.2 Before the shares are traded on the ESM or listed on the TPEx or TSE, at least 48 hours prior notice shall be given for any meeting of the Board provided that in the urgent of urgent case circumstances, a meeting of the Board may be convened	Added in accordance with Article 204 of Company the Act of Taiwan

at any time. For so long as the shares are traded on the ESM or listed on the TPEx TSE, to convene or a meeting of the Board, a notice setting forth therein the matters to be considered and if appropriate, approved	on short notice, or be held anytime after notice has been given to every Director or be convened without prior notice if all Directors agree. For so long as the shares are traded on the ESM or listed on the TPEx
at the meeting shall be given to each Director no later than seven $(7)$ days prior to the scheduled meeting date. However, in the case of urgent circumstances, the meeting may be convened at any time. For the purposes of this Article, a notice may be sent via electronic means if so agreed to by the Directors.	or TSE, to convene a meeting of the Board, a notice setting forth therein the matters to be considered and if appropriate, approved at the meeting shall be given to each Director no later than seven $(7)$ days prior to the scheduled meeting date. However, in the case of urgent circumstances, the meeting may be convened with a shorter notice period in a manner consistent with the Applicable Public Company Rules. For the purposes of this Article, a notice may be sent via
	electronic if means SO ₁ agreed to by the Directors.
51. Participation in Meetings	51. Participation in Meetings by Video Conference	Amended the title
51.1 Each Director may appoint another Director to attend a meeting of the Board. In case a Director appoints another Director to attend a meeting of the Board, he/she shall, in each time, give a proxy instrument and	NA	Amended in accordance with Article 205 of Company the Act of Taiwan

$\sim$ $\sim$

specify the of scope
appointment with reference
to the subjects to be
discussed at the meeting. A
Director may accept the
appointment to act as the
proxy referred to in the
preceding Paragraph of one
other Director only.

	51.2 Directors may participate in Directors may participate in any	Amended
	any meeting of the Board by meeting of the Board by means	the sequence
	means of video conference of video conference or other
or	other communication communication facilities, as
	facilities, as permitted by permitted by the Applicable
the Applicable Law, where $\vert$ Law, where	all persons
	all persons participating in participating in the meeting to
	the meeting to communicate communicate with each other
with each	other simultaneously and
simultaneously	and instantaneously, and
instantaneously,	and participation in such a meeting
	participation in such a shall constitute presence in
meeting shall constitute person at such meeting.
presence in person at such
meeting.
$63.4$ Subject to the Applicable	NA	Added in
$Law$ and to the extent		accordance with
permitted under the laws of		Article 6,
the Cayman Islands, for so		paragraph 1 of
long as the shares are traded		the Business
on the ESM or listed on the		Mergers And
TPEx or TSE, the Audit		Acquisitions
Committee shall review the		Act of Taiwan
fairness and reasonableness
of the plan and transaction
of the Merger, spin-off, or
acquisition before any
resolution $\circ$ f Merger,
spin-off, or acquisition by
the Board, and then to

$\sim 10^{-10}$

$\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2}d\mu\,d\mu\,d\mu\,d\mu\,d\mu\,d\mu\,d\mu\,d\mu\$

report the review results to the Board and the general meeting. If the resolution by the general meeting is required under the Law, to the general meeting.

63.5 When the Audit Committee reviews matters, it shall seek opinions from an independent expert on the justification of the share exchange ratio or distribution of cash or other assets. The review results of the Audit Committee and opinions of the independent experts shall be delivered to each Member together with the notice of the general meeting for the Merger, spin-off, or acquisition. If the resolution by the general meeting is not required under the Law, the Company shall report the review results of the Audit Committee and opinions of the independent experts on the recently general meeting. In the case the Company announces the content same as approved documents that shall send to Members on a website designated by the competent securities authority of R.O.C and those documents are	NA	Added in accordance with Article 7, Article 22 3, paragraph Article 31 paragraph 7 and Article 38 paragraph 2 of the Business Mergers And Acquisitions Act of Taiwan
prepared in the Company

$\hat{\mathcal{A}}$

and at the venue of the
general meeting, those
documents shall be deemed
as having been sent to
Members.

$\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2.$

$\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\frac{1}{\sqrt{2\pi}}\sum_{i=1}^n\$

$\mathcal{A}^{(1)}$

REGAL HOLDING CO., LTD.

Comparison Table of "Rules of Procedures for Shareholders" Meetings" Before and After Revision

Proposal for the Amendment	Original Articles	Description
(4 ^th Version)	(3 ^th Version)
Article 3. Calculation of the Shares	Article 3. Calculation of the Shares	Amended in
in Attendance	in Attendance	accordance
Attendance at Shareholder Meetings	Attendance at Shareholder Meetings	with Sample
shall be calculated based on numbers	shall be calculated based on numbers	Template for
of shares. The number of shares in	of shares. The number of shares in	XXX Co.,
attendance shall be calculated	attendance shall be calculated	Ltd. Rules of
according to the shares indicated by	according to the shares indicated by	Procedure
the attendance book and sign-in	the attendance book and sign-in	for
cards handed in plus the number of	cards handed in.	Shareholders
shares whose voting rights are		Meetings of
exercised by correspondence _or		TWSE.
electronically.
Article 4. Meeting time and Venue	Article 4. Meeting time and Venue	Amended in
Subject to the Laws and regulations	Subject to the Laws and regulations	accordance
for the listed companies, the venue	for the listed companies, the venue	with Sample
for a Shareholder Meeting shall be a	for a Shareholder Meeting shall be a	Template for
place easily accessible to	place easily accessible to	XXX Co.,
shareholders and suitable for a	shareholders and suitable for a	Ltd. Rules of
Shareholder Meeting. The meeting	Shareholder Meeting. The meeting	Procedure
may begin no earlier than 9 a.m. and	may begin no earlier than 9 a.m. and	for
than later 3 Full no p.m.	no later than 3 p.m.	Shareholders
consideration shall be given to the		Meetings of
opinions of the independent directors		TWSE.
with respect to the place and time of
the meeting.

	Article7. Chair and Proxy for Article7. Chair and Proxy for	Amended in
the Chair	the Chair	accordance
$(1)$ to $(2)$ (omitted)	$(1)$ to $(2)$ (omitted)	with Article
		6 of
(3) It is advisable that shareholders	Added	Corporate
meetings convened by the board of		Governance
directors chaired be by the		Best Practice

chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

(4) If a Shareholder Meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties. they shall mutually select a chair from among themselves.

(5) Before the Company is listed, the Company shall notify the shareholder at least 5 days before the date of a Shareholder Meeting in accordance with Article 20.1 of Articles of Association of the Company. After the Company is Exchange listed and TPEx listed, the Company shall notify the shareholders who have the right for attendance and voting 30 days before the date of a general Shareholder Meeting or 15 days before the date of a special Shareholder Meeting. The meeting notice shall specify the date. time, venue and reasons for the meeting. The Company shall prepare electronic versions of the Shareholder Meeting notice and proxy forms and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation,

(3) If a Shareholder Meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

(4) Before the Company is listed, the Company shall notify the shareholder at least 5 days before the date of a Shareholder Meeting in accordance with Article 20.1 $\sigma$ f Articles of Association of the Company. After the Company is listed, the Company shall notify the shareholders who have the right for attendance and voting 30 days before the date of a general Shareholder Meeting or 15 days before the date of a special Shareholder Meeting. The meeting notice shall specify the date. time, venue and reasons for the meeting. The Company shall prepare electronic versions $\alpha$ f the Shareholder Meeting notice and proxy forms and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation. or the election or dismissal of

Principles for TWSE/TPEx Listed Companies $\sigma$ TWSE and Sample Template for XXX $Co.$ Ltd. Rules of Procedure for Shareholders Meeting.

or the election or dismissal of	Directors, and upload them to the
Directors, and upload them to the	Market Observation Post System
Market Observation Post System	(MOPS) 30 days before the date of a
(MOPS) 30 days before the date of a	general Shareholder Meeting or 15
general Shareholder Meeting or 15	days before the date of a special
days before the date of a special	Shareholder Meeting. The Company
Shareholder Meeting. The Company	shall prepare electronic versions of
shall prepare electronic versions of	the Shareholder Meeting agenda and
the Shareholder Meeting agenda and	supplemental meeting materials and
supplemental meeting materials and	upload them to the MOPS 21 days
upload them to the MOPS 21 days	before the date of a general
before the date of a general	Shareholder Meeting or 15 days
Shareholder Meeting or 15 days	before the date of a Special
before the date of a Special	Shareholder Meeting. In addition, 15
Shareholder Meeting. In addition, 15	days before the date of the
before the days date of the	Shareholder Meeting, the Company
Shareholder Meeting, the Company	shall also prepare the Shareholder
shall also prepare the Shareholder	Meeting agenda and supplemental
Meeting agenda and supplemental	meeting materials and make them
meeting materials and make them	available for review by shareholders
available for review by shareholders	at any time. The meeting agenda and
at any time. The meeting agenda and	supplemental materials shall also be
supplemental materials shall also be	displayed at the Company and the
displayed at the Company and the	shareholder services agent
shareholder services agent	designated thereby as well as being
designated thereby as well as being distributed on-site at the meeting
distributed on-site at the meeting	place.
place.		Added in
		accordance
(6) The reasons for convening a	Added	with Sample
shareholders meeting shall be		Template for
specified in the meeting notice and		XXX Co.,
public announcement. With the		Ltd. Rules of
consent of the addressee, the meeting		Procedure
notice may be given in electronic		for
form.		Shareholders
		Meetings of
(7) Matters pertaining to election or	Added	TWSE.
discharge $\sigma$ directors and		Added in
supervisors, alteration of the Articles		accordance

Incorporation, reduction of of		with Article
capital, application for the approval		172,
of ceasing its status as a public		paragraph 5
company, approval of competing		of the
with the company by directors,		Company
surplus profit distributed in the form		Act.
of new shares, reserve distributed in
the form of new shares, dissolution,
merger, spin-off, or any matters as
set forth in Paragraph I, Article 185
hereof shall be itemized in the causes
or subjects to be described and the
essential contents shall be explained
in the notice to convene a meeting of
shareholders, shall and not be
brought up as extemporary motions;
the essential contents may be posted
on the website designated by the
competent authority in charge of
securities affairs or the company, and
such website shall be indicated in the
above notice.
		Added in
(8) The reasons for convening a	Added	accordance
shareholders meeting shall be		with
specified in boards re-elect and inauguration date. After the		Reference No.
shareholders meeting re-elect		1072417500
completed, the same meeting can not		of MOEA 's
extemporary motions or other use		letter on
ways to change inauguration date.		August 6
		2018
Article 9. Discussion of Proposals	Article 9. Discussion of Proposals	Amended in
$(1)$ (omitted)	$(1)$ (omitted)	accordance
(2) The agenda of the Shareholder	(2) The agenda of the Shareholder	with
Meeting shall be scheduled by the	Meeting shall be scheduled by the	E-voting and
Board of Directors if that	Board Directors that _of if	voted by poll
Shareholder Meeting is convened by	Shareholder Meeting is convened by
the Board of Directors, relevant	the Board of Directors, and that
(including proposals extemporary	Shareholder Meeting shall process as

motions and original amendments)	scheduled except by a resolution of
shall be voted by poll, and that	the Shareholder Meeting.
Shareholder Meeting shall process as	$(3)$ to $(4)$ (omitted)
scheduled except by a resolution of	$(5)$ The chair shall allow ample	Amended in
the Shareholder Meeting.	opportunity during the meeting for	accordance
$(3)$ to $(4)$ (omitted)	and explanation discussion of	with
(5) The chair shall allow ample	proposals and of amendments put	arranging
opportunity during the meeting for	forward by the shareholders; when	time
explanation and discussion of	the chair is of the opinion that a	properly to
proposals and of amendments or	proposal is in accordance with the	vote
extemporary motions put forward by	Laws and regulations for the listed
the shareholders; when the chair is of	companies and the Company's
the opinion that a proposal is in	Articles of Association as well as has
accordance with the Laws and	been discussed sufficiently to put it
regulations for the listed companies	to a vote, the chair may announce the
and the Company's Articles of	discussion closed and call for a vote.
Association as well as has been discussed sufficiently to put it to a
vote, the chair may announce the
discussion closed and call for a vote,


and arranging time properly to vote. Article 11. by	11. Article
Proposals Shareholders	Proposals by ¹ Shareholders	Amended in accordance
After the Company is listed, a	After the Company is listed, a	with Article
	shareholder holding one percent or shareholder holding one percent or $\vert$ 172-1,
more of the total number of issued	more of the total number of issued	paragraph 1
shares may submit to the Company a	shares may submit to the Company a	of the
written proposal or in electronic	written proposal or in electronic	Company
methods for discussion at a	methods for discussion at a	Act and
Shareholder Meeting in accordance	Shareholder Meeting in accordance	Sample
with the laws and regulations for the	with the laws and regulations for the	Template for
listed companies and the Company's Articles of Association. Such	listed companies and the Company's Articles of Association.	XXX Co., Ltd. Rules of
proposals, however, are limited to		Procedure
one item only, and no proposal		for
containing more than one item will		Shareholders
be included in the meeting agenda. In		Meetings
addition, when the circumstances of
any subparagraph of Article 172-1, paragraph 4 of the Company Act

$(1)$ to $(3)$ (omitted)	$(1)$ to $(3)$ (omitted)	with Article
		accordance
Article 13. Principles for the Voting Power	Article 13. Principles for the Voting Power	Added in


proposals not included in the agenda.
exclusion of shareholder any
directors shall explain the reasons for
shareholders meeting the board of
the provisions of this article. At the
notice the proposals that conform to
results, and shall list in the meeting
proposals of the proposal screening
shareholders who submitted
Corporation shall inform the
notice of a shareholders meeting, this
Prior to the date for issuance of Added

discussion of the proposal.
shareholders meeting and take part in
in person or by proxy at the regular
making the proposal shall be present
meeting agenda. The shareholder
words will be included in the
proposal containing more than 300		Meetings
$300$ words, and no		Shareholders
limited to		for
Shareholder-submitted proposals are	Added
		Procedure
may not be less than 10 days.		Co., Ltd. Rules of
submission of shareholder proposals		Template for XXX
submission; the period for		of Sample
location and time period for their		paragraph 1
shareholder proposals, and the		$172-1,$
that it will announce receive		with Article
held, the Company shall publicly
a regular shareholders meeting is		accordance
Prior to the book closure date before	Added	Added in

may exclude it from the agenda.
shareholder, the board of directors
apply to a proposal put forward by a

		$172-1,$
(4) When this Corporation holds a	Added	paragraph 1
shareholders meeting, it may allow		of Sample
the shareholders to exercise voting		Template for
by correspondence rights or		XXX Co.,
electronic means. When voting rights		Ltd. Rules of
are exercised by correspondence or		Procedure
electronic means, the method of		for
exercise shall be specified in the		Shareholders
shareholders meeting notice. A		Meetings
shareholder exercising voting rights
by correspondence or electronic
means will be deemed to have
attended the meeting in person, but
to have waived his/her rights with
respect to the extraordinary motions
amendments and original to
proposals of that meeting; it is
therefore advisable that this
Corporation avoid the submission of
extraordinary motions and
amendments to original proposals.
shareholder intending (5) A	Added
to voting exercise rights by
correspondence or electronic means
under the preceding paragraph shall
deliver a written declaration of intent
to this Corporation before 2 days
before the date of the shareholders
When meeting. duplicate
declarations of intent are delivered,
received earliest the shall one
prevail, except when a declaration is
made to cancel the earlier declaration
of intent.

(6) After a shareholder has exercised	Added
voting rights by correspondence or
electronic means, in the event the

$\hat{\vec{r}}$

shareholder intends to attend the
shareholders meeting in person, a
written declaration of intent to retract
the voting rights already exercised
under the preceding paragraph shall
be made known to this Corporation,
by the same means by which the
voting rights were exercised, before
2 business days before the date of the
shareholders meeting. If the notice of
retraction is submitted after that
time, the voting rights already
exercised by correspondence or
electronic means shall prevail. When
a shareholder has exercised voting
rights both by correspondence or
electronic means and by appointing a
proxy to attend a shareholders
meeting, the voting rights exercised
by the proxy in the meeting shall
prevail.
(7) When there is an amendment or	Added
an alternative to a proposal, the chair
present the shall amended or
alternative proposal together with the
original proposal and decide the
order in which they will be put to a
vote. When any one among them is
passed, the other proposals will then
be deemed rejected, and no further
voting shall be required.
Article 16. Meeting Minutes	Article 16. Meeting Minutes	Amended in
$(1)$ to $(2)$ (omitted)	$(1)$ to $(2)$ (omitted)	accordance
(3) The Company may distribute meeting minutes the of	(3) The meeting minutes shall	with ACGA
the preceding paragraph by means of	accurately record the year, month, day, and place of the meeting, the
public announcement made a	chair's full name, the methods by
through the MOPS. The meeting	which resolutions were adopted,
minutes shall accurately record the	and _of the summary a
year, month, day, and place of the	deliberations and their results, and

$\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{0}^{2\pi} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\$

$\frac{1}{2}$ $\langle \cdot, \cdot \rangle$

methods by which resolutions were adopted, and a summary of deliberations the and voting results (including weight of statistics). The votes of candidates shall be revealed as election of directors and shall be retained for the duration of the existence of the Company. Omitted	meeting, the chair's full name, the shall be retained for the duration of the existence of the Company.
	Omitted
17. Article Recess and	Article 17. Recess and	Amended in
of Shareholder resumption	Shareholder of resumption	accordance
Meeting $(1)$ (omitted)	Meeting $(1)$ (omitted)	with Sample Template for
(2) If the meeting venue is no	$(2)$ If the meeting venue is no	XXX Co.,
longer available for continued use	longer available for continued use	Ltd. Rules of
and not all of the items (including extemporary motions) on the	and not all of the items on the have	Procedure
meeting agenda have been	meeting agenda been addressed, the Shareholder	for
addressed, the Shareholder	Meeting may adopt a resolution to	Shareholders
Meeting may adopt a resolution to	resume the meeting at another	Meetings of
resume the meeting at another	venue. And if necessary, the	TWSE.
venue. And if necessary, the	Shareholder Meeting may be
Shareholder Meeting may be	announced to postpone if resolved
announced to postpone if resolved	by a majority vote of the
by a majority vote of the shareholders present, who	shareholders present, who represent more than one-half of
represent more than one-half of	the total number of voting shares.
the total number of voting shares.	(It shall be deemed a must to
(It shall be deemed a must to	postpone if required by the
postpone if required by the	Shareholder Meeting.)
Shareholder Meeting.)
$(3)$ (omitted)	$(3)$ (omitted)

Attachment 8

REGAL HOLDING CO., LTD.

Comparison Table of "Ethical Corporate Management Best Practice

Principles" Before and After Revision

Proposal for the Amendment	Proposal for the Amendment	Description
(2 ^nd Version)	(1 ^st Version)
4.3 Company's Policy	4.3 Company's Policy	Amended in
The Company shall abide by the	The Company shall abide by	accordance with
operational philosophies of	the operational philosophies of Paragraph, 3.7 and
honesty, transparency and	honesty, transparency and	Paragraph, 5.1.1 of
responsibility, base policies on	responsibility, base policies on	the ISO 37001
the principle of good faith and	the principle of good faith and	Anti-bribery
obtain approval from the board	establish good corporate	management
of directors, and establish good	governance and risk control	systems of
corporate governance and risk	and management mechanism	International
control and management	so as to create an operational	Organization for
mechanism so as to create an	environment for sustainable	Standardization
operational environment for	development.	$(ISO)$ in Oct 2016.
sustainable development.
4.4 Prevention programs	Added	Added in
The company listed companies		accordance with
shall their ethical in own		Ethical Corporate
management policy clearly and		Management Best
thoroughly prescribe the specific		Practice Principles
ethical management practices		of TWSE on May
and the programs to forestall		23, 2019. Paragraph
unethical conduct ("prevention		4.4 move to
programs"), including		Paragraph 4.10
operational procedures,
guidelines, and training.
establishing When the
prevention the programs,
company comply with relevant
laws and regulations of the
territory where the companies
and their business group are
operating.
In the course of developing the
prevention the programs,
company is advised to negotiate

with staff, labor unions members, important trading counterparties, counterparties other or
stakeholders.
4.5 The scope of Prevention	4.5 Prevention Measures	1.Amended $\mathbf{in}$
Measures and Prevention		accordance with
programs		Paragraph 4.5.1 and
The company shall establish a		Paragraph 4.5.2 of
risk assessment mechanism		ISO 37001.
against unethical conduct,
analyze and assess on a regular
basis business activities within
their business scope which are at		2.Amended in
a higher risk of being involved		accordance with
unethical conduct, in and		ISO 37001,
establish prevention programs		GRI205:
accordingly and review their		Anti-Corruption
adequacy and effectiveness on a		2016 and 3rd
regular basis.		version of Business
It is advisable for the company to refer to prevailing domestic foreign standards and or guidelines in establishing the	The company staff is strictly forbidden of the following conducts:	Principles for Countering Bribery of Transparency International 2013.
prevention programs, which
shall at least include preventive measures against the following and the company staff is strictly forbidden of the following conducts:		3.Added in accordance with Paragraph 4.5.5 to Paragraph 4.5.7 of Ethical Corporate
4.5.1 to 4.5.4 (omitted)	4.5.1 to 4.5.4 (omitted)	Management Best
4.5.5 Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. the company their and directors, supervisors, employees, managers, mandataries, and substantial	of 4.5.5 Misappropriation trade secrets and of infringement trademark rights, patent rights, copyrights, and other intellectual property rights.	Practice Principles of TWSE on May 23, 2019.

Ļ,

controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and disclose, not use, may dispose, damage or intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.
4.5.6 Engaging in unfair competitive practices. The company shall engage business activities in 1n accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating suppliers, customers, territories, lines or of commerce.	4.5.6Engaging in unfair competitive practices.
4.5.7Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement,	4.5.7 Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement,

manufacture, provision, or	manufacture, provision,
sale of products and	or sale of products and
services.	services.
In the course of research
development, and
procurement, manufacture,
sale provision, or of
products and services, the
and their company
directors, supervisors,
managers, employees,
mandataries, and substantial
controllers shall observe
applicable laws and
regulations and
international standards to
ensure the transparency of
information about, and
safety of, their products and
services. They shall also
adopt and publish a policy
on the protection of the
rights and interests of other
consumers or stakeholders, and carry out
policy in the their
operations, with a view to
preventing their products
and services from directly
or indirectly damaging the
rights and interests, health,
and safety of consumers or
other stakeholders. Where
there are sufficient facts to
determine that the
company's products or
services are likely to pose
any hazard to the safety and
health of consumers or
stakeholders, other the

company shall, in principle,
recall those products or
the suspend services
immediately.
Commitment 4.6 and	Added	1. Refer to Paragraph
Implementation		7.2.2.2,
The company shall request their		Subparagraph $\mathbf{C}$
directors and senior management		and Paragraph
issue statement to a of		7.2.2.1,
compliance with the ethical		Subparagraph a of
management policy and require		ISO 37001.
in the terms of employment that
employees comply with such		2.Refer to
policy.		Article _3.3 of
		Taiwan Stock
		Exchange
		Corporation Rules
		Governing
		Information Filing Companies by
		with TWSE Listed
		Securities and
		Offshore Fund
		Institutions with
		TWSE Listed
		Offshore
		Exchange-Traded
		Funds and
		Article4.1 of
		Taipei Exchange Rules Governing
		Information
		Reporting by
		Companies with
		TPEx Listed
		Securities
		3. Refer to Paragraph
		4.5.4, Paragraph
		5.2 and Paragraph

		7.3 of ISO 37001.
		4.Added in accordance with Ethical Corporate Management Best Practice Principles
		of TWSE on May 23, 2019.
4.7 Ethical management and	Added	Added in
commercial activities		accordance with
The company shall engage in commercial activities in a fair and transparent manner based on the principle $\sigma$ ethical management.		Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.
Prior to commercial any transactions, the company shall consideration take $\frac{\text{into}}{\text{in}}$ the legality $\circ$ f their agents, clients, suppliers, other or trading counterparties and whether $\circ$ f them any are involved in unethical conduct, and shall avoid any dealings with persons so involved.
When entering into contracts with their agents, suppliers, clients, or other trading counterparties, the company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the company may at any time terminate the rescind or
contracts.

$\sim$

$\sim 10^{-1}$

4.8 Organization and duty	Added	Added in
The directors, supervisors,		accordance with
employees, managers,		Ethical Corporate
mandataries, and substantial		Management Best
controllers of the company shall		Practice Principles
exercise the due care of good		of TWSE on May
administrators the to urge		23, 2019.
company to prevent unethical
conduct, always review the
results $\sigma f$ the preventive
measures and continually make
adjustments so as to ensure
thorough implementation of its
ethical corporate management
policies.
achieve To ethical sound
the corporate management,
shall establish company a
dedicated unit that is under the
board of directors and avail itself
of adequate resources and staff
itself with competent personnel,
responsible for establishing and
supervising the implementation
ethical the of corporate
policies management and
prevention The programs.
dedicated unit shall be in charge
of the following matters, and
shall report to the board of
directors on a regular basis (at
least once a year):
4.8.1 Assisting in incorporating
ethics
and moral values into the
company's business strategy
and
adopting appropriate
prevention

$\ddot{\phantom{a}}$

measures against corruption
and
malfeasance to ensure
ethical
management in compliance
with
the requirements of laws
and
regulations.
4.8.2 Analyzing and assessing on
a regular basis the risk of
involvement in unethical
conduct within the business
scope, adopting accordingly
to programs prevent
unethical conduct, and
setting out in each program
the standard operating
procedures and conduct
guidelines with respect to
the company's operations
and business.
4.8.3Planning the internal
organization, structure, and allocation of responsibilities
and setting up
check-and-balance
mechanisms for mutual
supervision of the business
within activities the
business scope which are
possibly at a higher risk for
unethical conduct.
4.8.4Promoting and coordinating
awareness and educational
activities with respect to
ethics policy.
4.8.5Developing а
whistle-blowing system and
ensuring its operating

effectiveness.
4.8.6Assisting the board of
directors and management
in auditing and assessing
whether the prevention
for taken the measures
purpose of implementing
ethical management are
effectively operating, and
preparing reports on the
regular assessment of
compliance with ethical
management in operating
procedures.
4.9 To comply with laws when	Added	Added in
conducting business.		accordance with
The company and their directors,		Ethical Corporate
supervisors, supervisors managers,		Management Best
employees, mandataries, and		Practice Principles
substantial controllers shall		of TWSE on May
with comply laws and		23, 2019.
regulations and the prevention when conducting
programs business.
4.10Preventing conflicts of	4.4Preventing conflicts of	Amended in
interest	interest	accordance with
The directors, managers of the	The directors, managers of the $\vert$ Ethical Corporate
Company and other stakeholders	and other Company	Management Best
attending or present at board	stakeholders attending or Practice Principles
meetings shall exercise a high	present at board meetings shall of TWSE on May
degree of self-discipline; When a	exercise a high degree of 23, 2019. To make
proposal at a given board of	self-discipline; When a the articles	more
directors meeting concerns the	proposal at a given board of	specific, only
personal interest of, or the interest of the juristic person	directors meeting concerns the amended the words
represented by, the concerned	personal interest of, or the and the order. interest of the juristic person
person shall state the important	represented by, the concerned
aspects of the relationship of person	shall the state
interest at the given board important aspects of	the
meeting. If his or	her relationship of interest at the

$\frac{1}{1}$ participation prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and person may not participate in shall recuse himself or herself from the discussion or the voting and may not exercise voting rights as proxy for another discussion or the voting and director. The directors shall may not exercise voting rights practice self-discipline and must as proxy for another director. not support one another in The directors shall practice improper dealings. The $ $ Company's directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the company to obtain improper benefits for themselves, their spouses, parents, children or any other person.	likely to $ $ given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned discussion of or voting on the proposal and shall recuse himself or herself from the self-discipline and must not support another one in improper dealings. The Company's directors, managers, employees, mandataries, and substantial controllers shall take not advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.
4.11 Accounting and internal	Added	Added in
control		accordance with
The company shall establish		Ethical
effective accounting systems and		Corporate
internal control systems for		Management Best Practice Principles
business activities possibly at a		of TWSE on May
higher risk of being involved in		23, 2019.
an unethical conduct, not have
under-the-table accounts or keep
secret accounts, and conduct
reviews regularly so as to ensure
that the design and enforcement
of the systems are showing
results.
The internal audit unit of

$\sim 10^{11}$ km s $^{-1}$

$\omega_{\rm{min}}$

the company shall, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans? including auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary. The results of examination in the preceding paragraph shall reported be to senior management and the ethical management dedicated unit and put down in writing in the form $\overline{\text{of}}$ audit an report be to submitted the board to of directors.
4.12 Operational procedures and guidelines The company shall establish operational procedures and guidelines in accordance with Article 4.4 hereof to guide directors, supervisors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters: 4.12.1Standards for determining whether improper benefits have been offered or accepted.	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.

4.12.2Procedures for offering
legitimate political
donations.
4.12.3 Procedures and the
standard rates for offering
charitable donations or
sponsorship.
Rules for 4.12.4 avoiding
work-related conflicts of
interests and how they
should be reported and
handled.
4.12.5 Rules for keeping
confidential trade secrets
sensitive and business
information obtained in
the ordinary course of
business.
4.12.6 Regulations and
procedures for dealing
with suppliers, clients and
business transaction
counterparties suspected
of unethical conduct.
4.12.7Handling procedures for of
violations these
Principles. 4.12.8Disciplinary measures on
offenders.
4.13Training and awareness	Added	Added $\mathbf{in}$
programs		accordance with
The The chairperson, general		Ethical Corporate
manager, or senior management		Management Best
$\sigma f$ the shall company		Practice Principles
communicate the importance of		of TWSE on May
corporate ethics to its directors,		23, 2019.
employees, and mandataries on a
regular basis.
The company shall periodically
organize training and awareness

for directors, programs
supervisors, managers,
employees, mandataries, and
substantial controllers and invite
the company's commercial
transaction counterparties SO
they understand the companies'
resolve to implement ethical
the corporate management,
related policies, prevention
programs and the consequences
of committing unethical conduct.
The company shall apply the
policies of ethical corporate
management when creating its
employee performance appraisal
human and system resource
policies to establish a clear and
effective reward and discipline

system.
4.14 Whistle-blowing system	Added	Added $\mathbf{in}$
The company shall adopt a		with accordance
concrete whistle-blowing system		Ethical Corporate
scrupulously operate the and		Management Best
The whistle-blowing system.		Practice Principles
system shall include at least the		of TWSE on May
following:		23, 2019.
4.14.1An independent mailbox
or hotline, either internally
established and publicly
announced or provided by
an independent external
institution, allow to
internal and external
personnel of the company
to submit reports.
4.14.2Dedicated personnel or
unit appointed to handle
the whistle-blowing system. Any tip involving

director senior a or
shall management be
reported to the
independent directors or
supervisors. Categories of
reported misconduct shall
be delineated and standard
operating procedures for
the investigation of each
shall be adopted.
4.14.3 Follow-up measures to be
adopted depending on the
severity $\sigma f$ the
circumstances after
investigations of cases
reported are completed.
Where necessary, a case
shall be reported to the
competent authority or
referred to the judicial
authority.
4.14.4Documentation of case
acceptance, investigation
investigation processes,
results, and relevant documents.
4.14.5Confidentiality $\sigma$ the
identity of
whistle-blowers and the
content of reported cases,
and undertaking an
regarding anonymous
reporting.
4.14.6Measures for protecting
whistle-blowers from
inappropriate
disciplinary
actions due their to
whistle-blowing.
4.14.7Whistle-blowing incentive

measures.
When material misconduct or
$\Omega$ likelihood ka material
impairment to the company
$to$ comes awareness upon
investigation, the dedicated
personnel or unit handling the
whistle-blowing system shall
immediately prepare a report and
notify the independent directors
or supervisors in written form.
4.15 Information disclose	Added	Added in
The company shall collect		accordance with
quantitative data about the		Ethical Corporate
of promotion ethical		Management Best
management and continuously		Practice Principles
and analyze the assess		of TWSE on May
effectiveness of the promotion of		23, 2019.
ethical management policy.
They shall also disclose the
taken for measures
implementing ethical corporate
the management, status of
implementation, the foregoing
quantitative data, the and
effectiveness of promotion on
their company websites, annual
reports, and prospectuses, and
their shall disclose ethical
best corporate management
practice principles on the Market
Observation Post System.
4.16 To review and improve	Added	Added in
implementation $\bf{0}$ ethical		accordance with
management		Ethical Corporate
The company shall at all times		Management Best
monitor the development of		Practice Principles
relevant local and international		of TWSE on May
regulations concerning ethical		23, 2019.
corporate management and

encourage their directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation ethical of management.
4.17 Penal Provisions The Company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response. If any of the Company's staff violates these Principles, the Company shall handle the violation in accordance with Reward Punishment and Regulations related or regulation. If there is any violation of the applicable laws, he/she will be reported to authorities judicial for investigation.	4.6 Penal Provisions If any of the Company's staff violates these Principles, the shall handle Company the violation in accordance with Reward Punishment and Regulations related or regulation. If there is any violation of the applicable laws, he/she will be reported to judicial authorities for investigation.	Amended in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019. To make articles the more specific, only amended the order and added contents.
4.18 Implement These Principles shall be by approved the audit committee, then delivered to committee, then delivered to board of directors and proposed to the shareholders' meeting for proposed to the shareholders' of TWSE on May	4.7 These Principles shall be _l by approved the audit $\vert$ board of directors	Amended in accordance with Ethical Corporate Management Best and Practice Principles
approval, also apply to the meeting for approval, also $23$ , 2019. To make

$\left\langle \text{any}\right\rangle$	the articles more
company;	specific, only
	amended the order
procedure.	and added contents.






















	apply to the investment any amendments shall also follow the same

Attachment 9

REGAL HOLDING CO., LTD.

Comparison Table of "Procedures for Ethical Management and Guidelines for Conduct" Before and After Revision

Proposal for the Amendment	Proposal for the Amendment	Description
(2 ^nd Version)	(1 ^st Version)
5. Responsible unit and duty	5. Responsible unit	1. To make the articles
The Company shall designate	The Company shall designate	more specific, only
the administration department	the office of board secretary as	amended the
as the solely responsible unit	the solely responsible unit	words.
(hereinafter, "responsible unit")	(hereinafter, "responsible unit")	2. Amended in
under the board of directors and	under the board of directors and	accordance
itself $\sigma f$ adequate avail	in charge of the amendment,	with Article 17 of
resources and staff itself with	implementation, interpretation,	Ethical Corporate
competent personnel in charge	services and advisory with	Management Best
_of the amendment,	respect to these Procedures and	Practice Principles
implementation, interpretation,	Guidelines, the recording and	TWSE/GTSM for
services and advisory with	filing of reports, and the	Listed Companies.
respect to these Procedures and	monitoring of implementation.	Amended 3. in
Guidelines, the recording and	The responsible unit shall be in	accordance
filing of reports, and the	charge of the following matters	with Article 17 of
monitoring of implementation.	and also submit regular reports	Ethical Corporate
The responsible unit shall be in	to the board of directors:	Management Best
charge of the following matters		Practice Principles
and also submit regular reports		for TWSE/GTSM
to the board of directors (at least once a year ):	$(1)$ Assisting in incorporating	Listed Companies. Amended 4. in
$(1)$ Assisting in incorporating	ethics and moral values into	accordance
ethics and moral values	Company's the business	with Article 8 of
Company's the into	strategy	Ethical Corporate
business strategy	and adopting appropriate	Best Management
adopting and appropriate	prevention measures against	Practice Principles
prevention measures against	corruption and malfeasance to	TWSE/GTSM for
corruption and malfeasance	ensure ethical management in	Listed Companies.
to ensure ethical management	with compliance the
compliance with the in	requirements of laws and
requirements of laws and	regulations.
regulations.
(2) Analyze and assess on $a/(2)$ Adopting	to programs

regular basis business activities within their business scope which are being involved in unethical conduct, adopting programs to prevent unethical conduct	prevent unethical conduct and setting out in each program standard the operating and conduct procedures guidelines with respect to the Company's operations and
and setting out in each the standard program operating procedures and conduct guidelines with respect to the Company's	business.
operations and business. $(3)$ to $(6)$ (omitted) (7) Compile documented information on the ethical management policy, statement, commitment and implementation and retain information properly.	$(3)$ to $(6)$ (omitted) Added
Prohibition 6.	against 6. Prohibition	against To make the articles

providing or accepting providing or	accepting	more specific, only
improper benefits	improper benefits	amended the words.
	Except under one of the Except under one of the
	following circumstances, when following circumstances, when
requesting, directly or or requesting, directly or	providing, accepting, promising, providing, accepting, promising, or
indirectly, any benefits as indirectly, any benefits	as
	specified in Article 4, the specified in Article 4, the
	conduct of the given personnel conduct of the given personnel
	of the Company shall comply of the Company shall comply
	with the provisions of the with the provisions of the Ethical Corporate Management Ethical Corporate Management
	Best Practice Principles for Best Practice Principles for
TWSE/GTSM-Listed	TWSE/GTSM-Listed
Companies	and these Companies and these
	Procedures and Guidelines, and Procedures and Guidelines, and
have been carried out:	the relevant procedures shall the relevant procedures shall have been carried out:
$(1)$ to $(5)$ (omitted)	$(1)$ to $(5)$ (omitted)

with the rules of the Company.	with the rules of Company.
9. Procedures for handling	9. Procedures for handling	To make the articles
political contributions	political contributions	specific, only more
	Political contributions by the Political contributions by the amended the words.
Company shall be made in	Company shall be made in
accordance with the following	accordance with the following
provisions, reported to the	provisions, reported to the
supervisor (the chairman of the	supervisor (the chairman of the
board) in charge for approval. It	board) in charge for approval. It
shall be made only after being	shall be made only after being
reported to and approved by the	reported to and approved by the
board of directors:	board of directors:
$(1)$ to $(3)$ (omitted)	$(1)$ to $(3)$ (omitted)
In making (4) political	(4) $\ln$ making political
contributions, commercial	contributions,
dealings, applications for	commercial dealings,
permits, or carrying out other	applications for permits, or
involving the matters	carrying out other matters
interests of the Company	involving the interests of
with the related government	Company with the related
agencies shall be avoided.	government agencies shall be avoided.
11.Recusal	11.Recusal
When a Company director,	When a Company director,	Amended 1. in accordance
supervisor, officer or other	supervisor, officer or other	with Paragraph
stakeholder attending or present	stakeholder attending or present	1, Article
at a board meeting, or the	at a board meeting, or the	16 of
juristic represented person	juristic person represented	Regulations
thereby, has a stake in $\frac{any}{ }$	thereby, has a stake in a	Governing
director, agenda item , that	proposal at the meeting, that	Procedure for
officer supervisor, or	director, supervisor, officer or	Board of
stakeholder shall the state	stakeholder shall the state	Directors
	important aspects of the stake in $\vert$ important aspects of the stake in	Meetings of

$\sim 10^{-1}$

$\hat{\boldsymbol{\beta}}$

the meeting and, where there is a likelihood that the interests of the Company would he prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf another director. $\sigma$ f The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.

Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter.

If in the course of conducting business. company any personnel of the Company discovers potential that $\mathbf{a}$ $\sigma$ f conflict interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the

the meeting and, where there is a likelihood that the interests of Company would be prejudiced. may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf $\sigma$ f another director. The directors exercise shall discipline among themselves, and may not support each other in an inappropriate manner.

Added

Public

Companies

$2.$ Amended $in$ accordance with Paragraph

Article

206 of Company Act

1. Only amended the orders
1. To make the articles $mor$ specific. only amended

the order and the words.

If in the course of conducting company business. any personnel $\sigma$ f the Company discovers potential that $\overline{a}$ conflict $\sigma$ f interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the

	relevant matters to both his or relevant matters to both his or
	her immediate supervisor and her immediate supervisor and
	the responsible unit, and the the responsible unit, and the
immediate supervisor shall $ $	immediate supervisor shall
provide the personnel with	provide the personnel with
proper instructions.	proper instructions.
No personnel of the Company	No personnel of the Company
may use company resources on	may use company resources on
commercial activities other than	commercial activities other than
those of the Company, nor may	those of Company, nor may any
any personnel's job performance	personnel's job performance be
be affected by his or her	affected by his her or
involvement in the commercial	involvement in the commercial
activities other than those of the	activities other than those of
Company. 12. Special unit in charge of	Company. 12. Special unit in charge of $\vert$ To make the articles
confidentiality regime and its	confidentiality regime and its	more specific, only
responsibilities	responsibilities	amended the words.
The Company shall set up $a \mid$	The Company shall set up a
special unit charged with	special unit charged with
formulating and implementing	formulating and implementing
procedures for managing,	procedures for managing,
preserving, and maintaining the preserving, and maintaining the
_of confidentiality the	confidentiality of the
Company's trade secrets,
	Company's trade secrets,
trademarks, patents, works and	trademarks, patents, works and
other intellectual properties and	other intellectual properties and
it shall also conduct periodical	it shall also conduct periodical
on the results of reviews	reviews on the results of
implementation to ensure the sustained effectiveness of the	implementation to ensure the sustained effectiveness of the
confidentiality procedures.	confidentiality procedures.
All personnel of the Company	All personnel of the Company
shall faithfully follow the	shall faithfully follow the
operational directions pertaining	operational directions pertaining
to intellectual properties as	to intellectual properties as
mentioned in the preceding	mentioned in the preceding
paragraph and may not disclose	paragraph and may not disclose to any other party any trade to any other party any trade

trademarks, patents, secrets, works, and other intellectual which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of the Company unrelated to their individual duties. 13. Prohibition engaging in unfair competitive practices (omitted)	secrets, trademarks, patents, works, and other intellectual properties of the Company of properties of Company of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of Company unrelated to their individual duties. 13. Prohibition disclosure confidential of information (omitted)	against Amended in accordance with Article 15 of Ethical Corporate Management Best Practice Principles TWSE/GTSM for Listed Companies.
14.Prevent products and services from damaging stakeholders (omitted)	14. Prohibition against insider trading (omitted)	Amended in accordance with Article 16 of Ethical Corporate Management Best Practice Principles TWSE/GTSM for Listed Companies.
15. Prohibition against insider trading non-disclosure and agreement (omitted)	15. Non-disclosure agreement (omitted)	Amended in 1. accordance with Paragraph 1 of Article 15.
16.Announcement of policy of ethical management and complying The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of	16. Announcement of policy of ethical management to outside parties Added	Amended 1. in accordance with Article 15 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed

that employees employment	The Company shall disclose its	Companies.
comply with such policy.	policy of ethical management in	2. Only amended the
	its internal rules, annual reports,	orders.
The Company shall disclose its	on the company's websites, and
policy of ethical management in	in other promotional materials,
its internal rules, annual reports,	shall and make timely
on the company's websites, and	announcements of the policy in
in other promotional materials,	events held for outside parties
shall and make timely	such as product launches and
	announcements of the policy in investor press conferences, in
events held for outside parties	order to make its suppliers,
such as product launches and	customers, and other
investor press conferences, in	business-related institutions and
order to make its suppliers,	personnel fully aware of its
and $other \mid$ customers,	principles and rules with respect
business-related institutions and	to ethical management.
personnel fully aware of its
principles and rules with respect
to ethical management.
of ethical 18.Statement	18.Statement of ethical	To make the articles

management policy $\mathbf{to}$	management policy to	specific, more only
counterparties in commercial	counterparties in commercial	amended the words.
dealings	dealings
Any personnel of the Company,	Any personnel of the Company,
shall make activities,	when engaging in commercial when engaging in commercial a activities, shall make a
the trading statement to	statement to the trading
about counterparty	the counterparty about Company's
	Company's ethical management ethical management policy and
	policy and related rules, and related rules, and shall clearly
	shall clearly refuse to provide, refuse to provide, promise,
	promise, request, or accept, request, or accept, directly or
	directly or indirectly, any indirectly, any improper benefit
improper benefit in whatever in whatever form or name.
form or name.
	19. Avoidance of commercial 19. Avoidance of commercial To make the articles
dealings unethical with	dealings unethical with	more specific, only
operators	operators All personnel of the Company All personnel of the Company	amended the words.

$\hat{\boldsymbol{\epsilon}}$

with supplier, agent, an customer, or other counterparty is involved in unethical conduct. When the counterparty or to have engaged in unethical further business for any interaction order in to effectively implement the Company's ethical management	with agent, supplier, an customer, or other counterparty in commercial interactions that in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found partner in cooperation is found to have engaged in unethical conduct, the personnel shall conduct, the personnel shall immediately cease dealing with immediately cease dealing with the counterparty and blacklist it $\vert$ the counterparty and blacklist it for further business any interaction order $\mathbf{in}$ to effectively implement Company's ethical management
policy.	policy.
21.Handling of unethical	21.Handling of unethical	1. in Amended
conduct by personnel of the	conduct by personnel of the	accordance
Company Paragraph 1 to Paragraph 2 (omitted) A whistleblower shall at least furnish the following information (1) The whistleblower's name and I.D. number, it could be an undertaking regarding anonymous reporting and an address, telephone number and e-mail address where it	Company Paragraph 1 to Paragraph 2 (omitted) A whistleblower shall at least furnish the following information: (1) The whistleblower's name and I.D. number, and an address, telephone number and e-mail address where it can be reached.	with Article 13 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies 2. To make the articles more specific, only amended the words.
can be reached. $(2)$ to $(3)$ (omitted) Company personnel handling whistle-blowing matters shall represent in writing they will the whistleblowers' keep of identity and contents information confidential. The Company also undertakes to protect the whistleblowers from improper treatment due to their	$(2)$ to $(3)$ (omitted) Company personnel handling whistle-blowing matters shall represent in writing they will the whistleblowers' keep identity and contents _of information confidential. The Company also undertakes to protect the whistleblowers from improper treatment due to their

$\bar{\mathcal{A}}$

whistle-blowing. The	whistle-blowing. The
responsible unit of the Company	responsible unit the of
shall observe the following	Company shall observe the
procedure of whistle-blowing :	following procedure:
$(1)$ to $(2)$ (omitted)	$(1)$ to $(2)$ (omitted)
(3) If a person being informed	(3) If a person being informed
of is confirmed to have	of is confirmed to have
indeed violated the	indeed violated the
applicable laws and	applicable laws and
regulations or the Company's	regulations or the Company's
policy and regulations of	policy and regulations of
ethical management, the	ethical management, the
shall Company	Company shall
immediately require the	immediately require the
violator to cease the conduct	violator to cease the conduct
shall make and an	shall make and an
appropriate disposition.	appropriate disposition.
When necessary, a case shall	When the necessary,
be reported to the competent	Company will institute legal
authority or referred to the judicial authority or the	proceedings and seek damages to safeguard its
Company will institute legal	reputation and its rights and
proceedings and seek	interests.
damages to safeguard its
reputation the and
Company's rights and
interests.	(omitted)
(omitted)
22. Actions upon event	of $ 22$ . Actions upon event of To make the articles
unethical conduct by others	unethical conduct by others	more specific, only
towards the Company	towards the Company	amended the words.
If	any personnel of the If any personnel of the
Company discovers that another	Company discovers that another
party has engaged in unethical conduct towards the Company,	party has engaged in unethical conduct towards Company, and
and such unethical conduct	such unethical conduct involves
involves alleged illegality, the	alleged illegality, Company
Company shall report the	shall report the relevant facts to
relevant facts to the judicial and	the judicial and prosecutorial
prosecutorial authorities; where	authorities; where a public

a public service agency or	service agency or public official
public official is involved, the	is involved, the Company shall
shall Company additionally	additionally notify the
notify the governmental	governmental anti-corruption
anti-corruption agency.	agency.
23. Awareness sessions,	23. Establishment of a system	1. Amended in
	establishment of a system for for rewards, penalties, and	accordance
penalties, rewards, and $ $	complaints, and related	with Paragraph 1 of
complaints, related and	disciplinary measures	Article 23.
disciplinary measures	Paragraph 1 to Paragraph $\overline{2}$	2. To make the articles
Paragraph 1 to Paragraph 2	(omitted)	more specific, only
(omitted)		amended the words.
	If personnel of the any
If personnel of the any	seriously Company violates
seriously violates Company	ethical conduct, Company shall
ethical conduct, the Company	dismiss the personnel from his
shall dismiss the personnel from	or her position or terminate his
his or her position or terminate	her employment or in
or her employment in his	accordance with applicable laws
accordance with applicable laws	and regulations or the personnel
and regulations or the personnel	policy and procedures of the
policy and procedures of the	Company.
Company.	(omitted)
(omitted)

	List of Candidates of 4 ^th	Term of Directors and Independent Directors
Title	Name	Main Working/Education Experience	Number of Shares holding
Director	Solar Jewelers Group Corp. Representative	EMBA, College of Management, National Taipei University of Technology Graduated from Engineering Dept., Shin Rong Senior High School	Juristic person: 13,760,000 Representative: 925,800
	PHACHARAPON PHAIBOONSUNTORN	Manager of Production Division, Regal Jewelry Manufacture Co., Ltd.
	Hyperion Trading Co., Ltd.	Diploma of Management courses in Management & Psychology Institute, Thailand	Juristic person: 1,463,682
Director	Representative:	Graduated from Suankularb high school, Thailand	Representative: 284,800
	SARAYUTH MUNGCHITVITSAVAKORN	Manager of Production Dept., Regal Jewelry Manufacture Co., Ltd.
Director	Orlog Global Co., Ltd	Bachelor, International Business Management, Mahidol University	Juristic person: 889,117
	Representative: LIN, CIOU-YI	Manager of Sales Dept., Regal Jewelry Manufacture Co., Ltd.	Representative: 244,800
Director	Representative: LIN, CHIN-SAN Unique Global Investment Inc.	Bachelor of Business Administration & Management, Pepperdine University	Representative: 160,000 Juristic person: 398,000

Director	Representative: LAI, JIN-HE Ausrine Marketing Corp.	Graduated from Yongjing Junior high school	Juristic person: 1,276,800 Representative: 0
		Ph. D., Economics, National Chengchi University
Independent		Dean of International Trade, Fujen Catholic University	None.
Director	LEE, TSUNG-PEI	Director of Master's Program in Finance, Fujen Catholic University
		Project Chief Executive, Vice President Office of International Affairs, Fujen

		Catholic University Ph. D., Law, National Chengchi University
		Attorney, Formosan Brothers Attorneys-at-Law	None.
		Advisory, Executive Yuan
Independent	YEH, KUANG-CHOU	Secretary, Ministry of Justice
Director

		P.T. lecturer, Applied Living Science, Sum Various College of Technology P.T. lecturer, Accounting Information, Chihlee College of Technology P.T. lecturer, Accounting Information, Chihlee College of Technology P.T. Assistant Professor of Taiwan Baptist Theological Seminary
		Attorney-in-Charge, Bringing Hope Law Firm
		Ph.D., Business Administration, National Chengchi University
		Member of advisory committee, Directorate General of Highways	None.
		Dean of Applied Economics and Management and director of Graduate program,
Independent		National Ilan University
Director	GUAN, IYH-LIANG	Dean of Student Affairs, Kainan University
		of Business and Entrepreneurial Management and Director of Graduate Dean
		program, Kainan University
		Evaluation Committee of Managing Municipal Member of Performance
		Institutions, Taipei City

Attachment 10

REGAL HOLDING CO., LTD.

List of Proposal of Removal the Non-Compete Restriction Against the Newly Elected Directors

Name	Title	Concurrent positions in the Company and other companies
Solar Jewelers Group Corp. Representative: PHACHARAPON PHAIBOONSUNTORN	Director	Chairman, Regal Jewelry Manufacture Co., Ltd. Chairman, Regal Plating Co., Ltd. Director, Solar Jewelers Group Corp. Director, Arianna Investment Co., Ltd. Director, International Biz Co., Ltd. Chairman, Regal Management Solution Co., Ltd. Chairman, Chaporo Co., Ltd.
Hyperion Trading Co., Ltd. Representative: SARAYUTH MUNGCHITVITSAVAKORN	Director	Director and Deputy General Manager, Production, Regal Jewelry Manufacture Co., Ltd. Director, Regal Plating Co., Ltd. Director, Hyperion Trading Co., Ltd.
Orlog Global Co., Ltd. Representative: LIN, CIOU-YI	Director	Director and Deputy General Manager, Sales, Regal Jewelry Manufacture Co., Ltd. Director, Orlog Global Co., Ltd. Director, Apolo Global Business Corp.
Unique Global Investment Inc. Representative: LIN, CHIN-SAN	Director	Director, Formosa Marketing Co., Ltd. Director, Elemental Creation Inc. Chairman, Linden Integrated Co., Ltd.
LEE, TSUNG-PEI	Independent Director	Independent director, Land Bank of Taiwan Independent director, Powertech Industrial Co., Ltd.

Proposal for the Amendment	Original Articles	Description
(5 ^th version)	(4 ^th Version)
6. Chair and acting chair of a	6. Chair and acting chair of a	1.To make the
board meeting	board meeting	articles more
(1) Unless there is a regulation in	(1) Unless there is a regulation in	specific, only
the Company's Articles, board	the Company's Articles, board	amended the
meetings shall be convened and	meetings shall be convened and	word.
chaired by the chairperson of the	chaired by the chairperson of the	2.Added in
board. However, with respect to the	board. However, with respect to the	accordance with
first meeting of each newly elected	first meeting of each newly elected	Article 203,
board of directors, it shall be called	board of directors, it shall be called	paragraph 4 and
and chaired by the director that	and chaired by the director that	Article 203,
received votes representing the	received votes representing the	paragraph 1 of the
largest portion of voting rights at	largest portion of voting rights at	Company Act on
the shareholders meeting in which	the shareholders meeting in which	August 1, 2018.
the directors were elected; if two or	the directors were elected; if two or	3. Paragraph 2
more directors are so entitled to	more directors are so entitled to	move to
convene the meeting, they shall	convene the meeting, they shall	Paragraph 3
select from among themselves one	select from among themselves one






paragraph 3 of the Company Act,
the directors shall choose one
by and from person among
themselves to chair the meeting.


cannot exercise his power and	cannot exercise his power and
authority for any cause, the vice	authority for any cause, the vice


director to serve as chair. (2) Where a meeting of the board of directors is called by a majority of directors on their own initiative in accordance with Article 203. paragraph 4 or Article 203-1, (3) In case the chairman of the board of directors is on leave or chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also on leave	director to serve as chair. (2) In case the chairman of the board of directors is on leave or chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also on leave

or unable to exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the managing directors, or where there are no managing directors, one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairman of the board of directors.	or unable to exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the managing directors, or where there are no managing directors, one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairman of the board of directors.
11. Matters requiring	11. Matters requiring $ $	Amended words
discussion at a board meeting	discussion at a board meeting
$(1)$ The Company shall raise the	(1) The Company shall raise the
following matters at the Company's	following matters at the Company's
Board meeting for discussion:	Board meeting for discussion:
A to H (omitted)	A to H (omitted)
$(2)$ to $(3)$ (omitted)	$(2)$ to $(3)$ (omitted)
(4) If the Company has an	(4) If the Company has an
independent director or directors, at	independent director or directors, at
least one independent director shall	least one independent director shall
attend each meeting in person. In	attend each meeting in person. In
the case of a meeting concerning	the case of a meeting concerning
any matter required to be submitted for a resolution by the board of	any matter required to be submitted for a resolution by the board of
directors under paragraph 1, each	directors under paragraph 1, each
independent director shall attend in	independent director shall attend in
person; if an independent director is	person; if an independent director is
unable to attend in person, he or	unable to attend in person, he or
shall she appoint another	she shall appoint another
independent director to attend as	independent director to attend as
his or her proxy. If an independent	his or her proxy. If an independent
director expresses any objection or	director expresses any objection or
reservation about a matter, it shall be recorded in the board meeting	reservation about a matter, it shall
minutes. An independent director	be recorded in the board meeting minutes. An independent director
intending to express an objection or	intending to express an objection or
reservation but unable to attend the	reservation but unable to attend the
meeting in person shall, unless	meeting in person shall, unless
there is some legitimate reason to	there is some legitimate reason to

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RH — AGM Information 2020

52432_rns_2020-07-29_42aa7717-a17f-4c60-9d5c-26e0a6527458.pdf

REGAL HOLDING CO., LTD.

Minutes of 2020 Annual General Meeting

Explanation:

Guidelines for Conduct"

Explanation:

VI. Election Item

attachment 11.

REGAL HOLDING CO., LTD.

Business Report 2019

REGAL HOLDING CO., LTD.

Audit Committee's Review Report

Chairman of the Audit Committee: LEE, TSUNG-PEI

REGAL HOLDING CO., LTD.

Comparison Table of "Rules of Procedures for Directors' Meetings" Before and After Revision

Reasonableness Explanation of Distribution Compensation of

Directors 2019

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

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

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

Notes to Readers

Consolidated Balance Sheets

December 31, 2019 and 2018

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)REGAL HOLDING CO., LTD. AND SUBSIDIARIES

REGAL HOLDING CO., LTD.

Comparison Table of "Articles of Association" Before and After Revision

REGAL HOLDING CO., LTD.

Comparison Table of "Rules of Procedures for Shareholders" Meetings" Before and After Revision

REGAL HOLDING CO., LTD.

Comparison Table of "Ethical Corporate Management Best Practice

Principles" Before and After Revision

REGAL HOLDING CO., LTD.

Comparison Table of "Procedures for Ethical Management and Guidelines for Conduct" Before and After Revision

REGAL HOLDING CO., LTD.

List of Proposal of Removal the Non-Compete Restriction Against the Newly Elected Directors

More from RH

RH AGM Information 2020

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
REGAL HOLDING CO., LTD. AND SUBSIDIARIES

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
REGAL HOLDING CO., LTD. AND SUBSIDIARIES