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RH Annual Report 2020

Aug 11, 2021

52432_rns_2021-08-11_f2f256bf-4abd-4a5f-9b01-3c7a9e6347b8.pdf

Annual Report

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Stock Code 4807

Regal Holding Co., Ltd. Annual Report 2020

Notice to readers

This English version of annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese version, the Chinese version shall prevail.

Annual report is available at Taiwan Stock Exchange Market Observation Post System: mops.twse.com.tw Regal Holding Co., Ltd. official website: www.regaljewlrygroup.com Printed on April 19, 2021

Spokesman and Deputy Spokesman

S p o k e s m a n :[LIN, JU-YING ] (General Manager)

D e p u t y[LI, WEN-HSIUNG ] s p o k e s m a n[:] (General Manager, Taiwan Branch) T E L : (02)2501-1225

Email Address : [email protected]

Information of the Designated Agent of all Litigious and Non-litigious Matters within the Republic of China

N a m e : LI, WEN-HSIUNG

T i t l e :[General Manager, Regal Holding Co., Ltd. Taiwan ] Branch T E L : (02)2501-1225 Email Address : [email protected]

Contact Information of Head office, Branches, Subsidiaries and Factories

H e a d o f f i c e : Regal Holding Co., Ltd.

The Grand Pavilion Commercial Centre, Oleander Way, 802 A d d r e s s : West Bay Road P.O. Box 32052, Grand Cayman KY 1-1208, Cayman Islands

W e b s i t e : www.regaljewelrygroup.com

T E L[:][(662) 420-7440 ] Taiwan Branch : Regal Holding Co., Ltd. Taiwan Branch A d d r e s s : 11F, No. 131, Songjiang Rd., Zhongshan Dist., Taipei City T E L[:][(02) 2501-1225 ] S u b s i d i a r y : Reunite Inspiring Creation Co., Ltd. ( T a i w a n ) A d d r e s s[: ] 11F, No. 131, Songjiang Rd., Zhongshan Dist., Taipei City

T E L[: (02) 2501-2022 ]

S u b s i d i a r y[Regal Jewelry Manufacture Co., Ltd. ] ( T h a i l a n d )[:]

No. 84/4 Village No.7 Phet Kaseam 122 Alley, Phet Kaseam A d d r e s s : Road, Om Noi Sub-district, Krathum Baen District, Samut Sakhon Province 74130 Thailand

T E L[:][(662) 420-7440 ] S u b s i d i a r y[GIO VAN GOGH (INTERNATIONAL) JEWELRY LIMITED ] ( H o n g K o n g )[:]

A d d r e s s :[Unit 1307, Beverley Commercial Centre, 87-105 Chatham Road ] South, Tsim Sha Tsui, Kowloon, Hong Kong T E L[: (852) 8131-2057 ] S u b s i d i a r y : Chaporo Co., Ltd. ( T h a i l a n d )

A d d r e s s [:][ Offices of Portcullis (Seychelles) Ltd, of F20, 1st Floor, Eden ] Plaza, Eden Island, Seychelles.

T E L [:][ (02) 2501-2022 ]

S u b s i d i a r y

  • [Regal Management Solution Co., Ltd. ]

  • ( T h a i l a n d )[:]

No. 84/6 Village No.7 Phet Kaseam 122 Alley, Phet Kaseam A d d r e s s : Road, Om Noi Sub-district, Krathum Baen District, Samut Sakhon Province 74130 Thailand

T E L[: (662) 420-8886 ]

Sub-subsidiary

  • [Regal Plating Co., Ltd. ]

  • ( T h a i l a n d )[:]

No. 84/5 Village No.7 Phet Kasem 122 Alley, Phet Kasem Road,

A d d r e s s : Om Noi Sub-district, Krathum Baen District, Samut Sakhon Province 74130 Thailand

T E L[:][(662)023-4741 ]

Sub-subsidiary

  • [Linden Integrated Co., Ltd. ]

  • ( T h a i l a n d )[:]

  • No. 84/4 Village No.7 Phet Kasem 122 Alley, Phet Kasem Road,

  • A d d r e s s : Om Noi Sub-district, Krathum Baen District, Samut Sakhon Province 74130 Thailand

  • T E L[: (662) 420-8886 ] Sub-subsidiary

  • ( C h i n a )[: GIO VAN GOGH (Shenzhen) JEWELRY LIMITED ]

X25, Room 602, Floor D6, Building 5, Shenzhen Software Industries Base, No.14/16, Haitian Second Road, No.11/13/15, A d d r e s s : Haitian First Road, Binhai Community, Yuehai Sub-district, Nanshan District, Shenzhen, Guangdong T E L[: (86) 13138851717 ]

Contact Information of the Share Transfer Agency

  • N a m e ： Share Transfer Dept., SinoPac Securities Co., Ltd.

  • A d d r e s s ： 3F, No. 17, Bo’ai Rd., Zhongzheng Dist., Taipei City

  • W e b s i t e ： www.sinopacsecurities.com T E L ： (02) 2381-6288

Contact Information of the Certified Public Accountants for the Latest Financial Report

  • N a m e ： CPA Mrs. LU, LI - LY and Mrs. CHANG, CHUN-YI

  • C P A F i r m ： KPMG in Taiwan

  • A d d r e s s ： 68F., No.7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City

  • W e b s i t e ： www.kpmg.com.tw T E L ： (02) 8101-6666

Overseas Trade Places for Listed Negotiable Securities: N/A

The Company’s Website: www.regaljewelrygroup.com

List of the Board of Directors

April 19,2021 April 19,2021 April 19,2021
Title Name Nationality Main Working/Education Experience
Chairman Solar Jewelers Group Corp. Samoa National Taipei University of Technology
School of Management EMBA Thailand
Special Class Management Master Manager
of Production Division, Regal Jewelry
Manufacture Co., Ltd.
Representative:
PHACHARAPON
PHAIBOONSUNTORN		 Thailand
Director Hyperion Trading Co., Ltd. Seychelles Diploma of Management courses in
Management & Psychology Institute,
Thailand
Graduated from Suankularb high school,
Thailand
Manager of Production Dept., Regal Jewelry
Manufacture Co., Ltd.
Representative: SARAYUTH
MUNGCHITVITSAVAKORN		 Thailand
Director Orlog Global Co., Ltd. Samoa Bachelor, International Business
Management, Mahidol University
Manager of Sales Dept., Regal Jewelry
Manufacture Co., Ltd.
Representative: LIN, CHIU-I Republic
of
China
Director Unique Global Investment Inc. Samoa Pepperdine University. Bachelor of Business
Administration & Management.
Director of Formosa Marketing Co., Ltd.
Director of Elemental Creation Inc.
Chairman of Linden Integrated Co., Ltd.
Representative: LIN, CHIN-SAN Republic
of
China
Independent
Director		 LEE, TSUNG-PEI Republic
of
China		 Ph. D., Economics, National Chengchi
University
Director of Master’s Program in Finance,
Fujen Catholic University
Dean of International Trade, Fujen Catholic
University
Project Chief Executive, Vice President
Office of International Affairs, Fujen Catholic
University
Independent
Director		 YEH, KUANG-CHOU Republic
of
China		 Ph. D., Law, National Chengchi University
Attorney, Formosan Brothers Attorneys-at-
Law
Advisory, Executive Yuan
Secretary, Ministry of Justice
P.T. lecturer, Applied Living Science, Shih
Chien University
P.T. lecturer, Accounting Information,
Chihlee College of Technology
P.T. Assistant Professor of Taiwan Baptist
Theological Seminary
Independent
Director		 GUAN, JYH-LIANG Republic
of
China		 Ph.D., Business Administration, National
Chengchi University
Member of advisory committee, Directorate
General of Highways
Dean of Applied Economics and Management
and Director of Graduate program, National
Ilan University
Dean of Student Affairs, Kainan University
Dean of Business and Entrepreneurial
Management and Director of Graduate
program, Kainan University
Member of Performance Evaluation
Committee of Managing Municipal
Institutions,Taipei CityGovernment

C o n t e n t s

Page I. Report to the Shareholders ................................................................................................ 1 II. Company Profile A. Brief Introduction of the Company ............................................................................. 2 B. Formation History ..................................................................................................... 2 C. Risk Matters ................................................................................................................ 4 III. Corporate Governance Report A. Organization System ................................................................................................... 5 B. Information on the Company's directors, supervisors, general manager, deputy general managers, deputy assistant general managers, and the supervisors of all the Company's divisions and branch units .......................................................................................... 7 C. Remuneration paid to Directors, Supervisors, General Manager, and Deputy General Manager in the most recent fiscal year .................................................................... 16 D. The state of the Company's implementation ............................................................. 23 E. Information on CPA professional fees ...................................................................... 66 F. Alternation of CPA .................................................................................................... 67 G. The Company’s chairman, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPA or at an affiliated enterprise ......................................... 67 H. Transfer & pledge of stock equity by directors, supervisors, managerial officers, and holders of 10% or more of company shares ............................................................. 68 I. Information on relationships among the top ten shareholders.................................... 69 J. The total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the Company ........................................................................ 71 IV. Information on Capital Raising Activities A. Capital and Shares ...................................................................................................... 72 B. Section on Corporate Bonds ....................................................................................... 78 C. Preferred Share ........................................................................................................... 79 D. Global Depository Receipts (GDR) ........................................................................... 79

Page E. Subscription of warrants for employees ....................................................................... 79 F. Subscription of new shares for employee restricted stocks ........................................ 80 G. Issuance of new shares due to acquisition of shares of another company ................. 81 H. Implementation of fund usage plan ............................................................................ 81 V. Overview of Business Operations A. Description of the business ........................................................................................ 82 B. Analysis of the market and the production and marketing situation .......................... 94 C. The number of employees .......................................................................................... 103 D. Disbursements for environmental protection ........................................................... 104 E. Labor relations ............................................................................................................ 104 F. Important contracts ................................................................................................... 106 VI. Financial Standing A. Concise consolidated balance sheets and statements of comprehensive income for the past 5 fiscal years ........................................................................................................ 108 B. Most Recent 5-Year Financial Analysis ................................................................... 110 C. Audit committee's report for the most recent year's financial statement .................... 112 D. Consolidated financial statements with subsidiaries for the most recent year, audited by CPA .......................................................................................................................... 113 E. Unconsolidated Financial Statements (not including the contents of statement of major accounting items) for the most recent year, audited by CPA ................................ 113 F. Financial Difficulties of the Company and its subsidiaries ...................................... 113 VII. Review and Analysis of the Company's Financial Status and Performance, and a List of Risks A. Financial Status .......................................................................................................... 114 B. Financial Performance .............................................................................................. 114 C. Cash Flow Analysis .................................................................................................... 115 D. Effect upon financial operations of any major capital expenditures during the most recent fiscal year ....................................................................................................... 116 E. The Company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year .................................................................. 116

Page F. Risk analysis during the most recent year and as of the Date of this Annual Report ............................................................................................................................... 117 G. Other important matters ........................................................................................... 123 VIII. Special Notes A. Information of the subsidiaries ................................................................................... 124 B. Private placement of securities during the most recent fiscal year or during the current fiscal year as to the date of publication of the annual report .................................... 129 C. Holding or disposal of shares in the Company by the Company's subsidiaries during the most recent fiscal year or during the current fiscal year as to the date of publication of the annual report ....................................................................................................... 129 D. Other matters that require additional description ..................................................... 129 E. Any of the situations listed in Article 36, paragraph 2, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year as to the date of publication of the annual report ....................... 129 F. Material differences from the rules of the R.O.C. in relation to the protection of shareholder equity .................................................................................................... 129

I. Report to the Shareholders

The spread of the new coronavirus in 2020 caused a huge tsunami-like wave on the economies of various countries. The global jewelry industry and terminal consumption patterns have also undergone significant changes. As a global light luxury jewelry manufacturer, Regal Holdings faces many unfavorable impact of external factors, as a trial for company’s team, with the efforts of all the colleagues, we deepen the cooperation with Omni-channel customers externally, strengthen employees' hygiene and safety education internally, and gradually optimize the production process to reduce costs, while focusing on the improvement of product quality and the research and development of high-level skills. Profits for the whole year turn from loss to profit. Although there are still many uncertainties in the global market in 2021, we believe that Regal Holdings can still maintain in good condition and create new successes to provide customers and global consumers with higher quality products.

The consolidated operating income of Regal Holdings for 2020 was NT$1,765,557 thousand, a year-on-year decrease of 2.42%; the consolidated net profit after tax was NT$ 97,648 thousand, and the earnings per share was NT$2.31. From the perspective of the jewelry processing income portfolio, metalworking revenue increased by approximately 14.23% annually, and plating revenue decreased by approximately 15.15% annually. In addition, the gross profit margin of metalworking processing increased from 10.69% in the previous year to 25.52% in 2020, mainly due to cost control. However, the gross profit margin of plating processing decreased from 17.21% in the previous year to 10.80%. This is mainly due to the continuous increase in the price of precious metals in 2020 and therefore dilute the gross profit margin.

In order to effectively increase profitability, in addition to strengthening the monthly production line manpower estimation and adjustment mechanism, Regal Holdings has introduced small and medium-sized production lines to obtain more orders for a small number but high-margin products from Z generation. In addition, through A-Team's crossdepartmental teamwork, the success rate of new product development in 2020 has been effectively increased by more than 50%, and the overall operating expense rate has also been reduced by 13.17% under strict control. Furthermore, in response to the continuous easing of monetary policies in various countries, the exchange rate and the price of precious metals fluctuate sharply. Regal Holdings will continue to use a conservative hedging strategy to dynamically adjust to the most appropriate position for risk management and control, and hope to reduce the uncertainty caused by financial costs to profits to its lowest level.

On behalf of the Board of Directors and the management team, I sincerely thank all the shareholders of Regal Holdings for their trust under many challenges. In 2021, we will continue to lead the company forward and strive to create new growth opportunities for the company and customers. We also hope that all shareholders will continue giving support and encouragement, thank you.

Chairman: PHACHARAPON PHAIBOONSUNTORN

1

II. Company Profile

A. Brief Introduction of the Company

Regal Holding Co., Ltd. is an investment holding company founded on October 6, 2014 in Cayman Islands. Regal Holding Co., Ltd. and the investment companies (the Company) 、 、 are Regal Jewelry Manufacture Co., Ltd., Regal Plating Co., Ltd. Linden Integrated Co., Ltd. 、 Gio Van Gogh (International) Jewelry Limited 、 Gio Van Gogh (Shenzhen) Jewelry Limited 、 Regal Management Solution Co., Ltd. 、 Chaporo Co., Ltd. 、 Reunite Inspiring Creation Co., Ltd. Regal Jewelry Manufacture Co., Ltd. is the main operating company established in 1991. As a professional manufacturer of jewelry and accessories, Regal Jewelry Manufacture Co., Ltd. focuses on the design, manufacture, and sales of jewelry and accessories. The distributed areas are across three continents of Europe, America, and Asia.

B. Formation History

Year Major Matters
1991 To cooperate with government’s ‘South forwarding’ policy, RJM was
founded in Thailand.
1999 In response to the expanding operation, RJM was moved to the current site
and the firstplant was built.
2000 As the pioneer for Thai Jewelry and Accessory OEM and ODM, 3D
printing equipment was brought in to elevate the jewelry products with
more exquisite and sophisticatedquality.
2002 To expand the scope of operation, the second plant was built and a total
number of staffsgrew to 1,700.
2003 RJM was honored with ‘qualitysystem attestation ISO9001:2000’.
2004 Microsoft Dynamics ERP system was brought in.
2006 The thirdplant was built.
2007 Continuing to invest in sophisticated equipment such as stamping,
barreling, wax casting machinery and advanced automatic equipment to
boostproducingefficacy.
2013 1. Honored with Thailand Jewelry Excellence Design Award
2. RJM was certificated as Green IndustrybyThailandgovernment.
2014 1. RJM was certificated as EU Societal Responsibility ‘BSCI/WCA’.
2. RJM was granted with ‘the Technique Development Certification’ by
Department of Technique Development in Thailand.
3. RJM was honored with ‘Safe Working Environment’ by Bureau of
Labor in Thailand.
4. Regal Holding Co., Ltd. was established in October and share swapped
to reconstruct the organization with Regal Jewelry Manufacture Co.,
Ltd. The total capital was NT$300 million.

2

January, 2015 Increased the capital of NT$20 million by cash, and the sum of capital has
been increased to NT$320 million.
December, 2015 1. RJM was honored with Taiwan Abroad Industry Rock Award.
2. The chief executive of RJM was awarded as young entrepreneurial
model of R.O.C. byYoungSelf-employed Association R.O.C.
September, 2016 Increased the capital of NT$19.2 million by cash, and the sum of capital
has been increased to NT$339.2 million
November,2016 Listed on emergingmarket.
February,2017 TWSE approved the Companyto be listed on the market.
April, 2017 TWSE approved the Company to increase the capital of NT$42.4 million
bycash,and the sum of capital has been increased to NT$381.6 million.
June,2017 Listed on TWSE.
December, 2018 Released restricted stock awards for employees with total of NT$3.4
million and the sum of capital has been increased to NT$385 million.
August, 2019 Canceling released restricted stock awards for employees with total of
NT$300 thousand and the sum of capital has been increased to NT$384.7
million.
October,2019 Established Reunite InspiringCreation Co.,Ltd.
November, 2019 The factory production lines were transformed, and the small production
lines were added to the large production lines, which are conducive to
acceptingthe small amount but diversifiedproduction of the Zgeneration.
March, 2020 Canceling released restricted stock awards for employees with total of
NT$700 thousand and the sum of capital has been increased to NT$384
million.
August, 2020 Canceling restricted stock awards for employees with total of NT$140
thousand and the sum of capital has been NT$383.86 million
December, 2020 Issued 2,500 unsecured convertible bonds for the first time in R.O.C. The
face value of each piece is NT$100 thousand, the issuance period is 3
years, and the coupon rate is 0%. It is issued at 100.5% of the par value,
and the total issuance is NT$251.25 million.
March, 2021 The factory production lines are adjusted and transformed in response to
the changes in the trend, from large production lines to medium-sized
production lines to save manpower and improve production flexibility and
efficiency.

3

C. Risk Matters

1. The risk of macroeconomics, political economy environment, foreign exchange and regulations.

The registered office of the Company shall be at the Cayman Islands and the major operation place of the company is Thailand. Therefore, the Company's operation is affected by the changes in macroeconomics and political environment and foreign exchange volatility of the registered place and the operation place.

2. Risk of guarantee of shareholder rights

  • The laws of registered place, Cayman Islands, of the Company have many different places with the ones of Republic of China. Without contradicting the laws of Cayman Islands, the Company has amended the Articles of the Company in accordance with “Checklist for the protection of shareholders' rights and interests of foreign issuers” of Taiwan Stock Exchange Corporation. However, there are still many differences between local laws and regulations of two countries on the company’s operation. Investors cannot use the protection views of the ROC companies’ legal rights to apply them to the Cayman Islands’ companies they invest in. Investors shall fully understand and consult with experts whether it can obtain effective shareholder rights protection by investing Cayman Islands’ companies.

3. Effect on the company's manufacturing operations of technology and measures to be taken in response. Please refer to the Page 121 and 122.

4

III. Corporate Governance Report

A. Organization System

1. Organization Chart

Shareholders'
meeting
Audit
Committee
Board of
Directors
Compensation
Committee		 Shareholders'
meeting
Audit
Committee
Board of
Directors
Compensation
Committee		 Shareholders'
meeting
Audit
Committee
Board of
Directors
Compensation
Committee		 Shareholders'
meeting
Audit
Committee
Board of
Directors
Compensation
Committee		 CEO office
Production
Sales
Management
Finance
Internal
Auditors
Shareholders'
meeting
Compensation
Committee
ivi sions’ Tasks
D i v i s i o n Tasks
B o a r d o f
D i r e c t o r s

Responsible for establishing the policy indications and objectives of
business operation
C E O o f f i c e
1. Report to the board of directors and shareholders’ meetings about
business situation and developing plans as well as executing the
resolutions of the meetings of board of directors
2. Confirm and take charge of the implementation of overall business
objectives and future developing plans
3. Plan and accomplish the major managing policyand businessplans
A
u
d
i
t
C o m m i t t e e

1. Establish, revise, and review the internal control system
2. Establish or revise the major financial affairs, such as acquisition or
disposal of assets, derivatives transactions, lending funds to others,
endorsement, or offering guarantee
3. Comply with the related regulation or matters required by competent
authorities
Compensation
C o m m i t t e e

Establish and review the performance evaluation of directors and
managers and the policy, system, standards, and structure of salary
compensation
I n t e r n a l
A u d i t o r s

Review the regulations of internal control systems and perform internal
audit as well as put forward proposals for improvement
P r o d u c t i o n
1. Research and development, design, and samples of new products
2. Improve the productive efficiency
3. Improve the procedure of production and increasing yield rate
4. Control products’ quality: supervise, inspect, coordinate and manage
quality

2. Divisions’ Tasks

5

D i v i s i o n Tasks
S
a
l
e
s		 1. Sales planning
2. Strengthen customer relations and exploration and development of
new clients and business
3. Establish the related management system of business
4. Gather information of fashion trends and plan strategies of products
and sales
Management 1. Planning and managing related affairs of the
Company’s administrative and general affairs
2. Plan and manage related affairs of human resources and organization
development
3. Responsible for evaluation, application, and reports of investment
abroad
F i n a n c e Responsible for matters about financial plans, accounting affairs, and
investment management

6

B. Information on the Company's directors, supervisors, general manager, deputy general managers, deputy assistant general managers, and the supervisors of all the Company's divisions and branch units

  1. Directors (The Company has established the Audit Committee; therefore, no supervisor is needed)

  2. a. Directors

April 19,2021 Unit: Share;%
Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company
Note
Title
Name
relation
－
－
－
-
－
－
－
-
－
－
－
-
－
－
－
-		 April 19,2021 Unit: Share;%
Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company
Note
Title
Name
relation
－
－
－
-
－
－
－
-
－
－
－
-
－
－
－
-		 April 19,2021 Unit: Share;%
Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company
Note
Title
Name
relation
－
－
－
-
－
－
－
-
－
－
－
-
－
－
－
-		 April 19,2021 Unit: Share;%
Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company
Note
Title
Name
relation
－
－
－
-
－
－
－
-
－
－
－
-
－
－
－
-
Title Nationality or
place of
registration
Name		 Gender First Elected date Elected date Term Shares held when
elected		 Current
Sharesholding		 Shares
currently held
by their
spouses and
minor children		 Shares held in the
name of others		 Main
Working/Education
Experience		 Concurrent positions
in the Company and
other companies		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Note
Number % Number % Number
%		 Number % Title Name relation
Chairman Thailand Representative:
PHACHARAPON
PHAIBOONSUNTORN		 M 09.30.2016 06.28.2019 3 years 925,800 2.40%
925,800		 2.41%
－		 － 2,549,559 6.64% EMBA, National
Taipei University of
Technology
Thailand Special
Program
Manager of
Production
Division, Regal
Jewelry
Manufacture Co.,
Ltd.		 Chairman and Deputy
General Manager,
R&D, Regal Jewelry
Manufacture Co., Ltd.
Chairman, Regal
Plating Co., Ltd.
Directors, Solar
Jewelers Group Corp.		 － － － -
Samoa Solar Jewelers Group Corp. 13,760,000 35.74% 13,760,000 35.85%
－		 － － － － － － -
Seychelles Hyperion Trading Co., Ltd. 1,463,682 4.61% 1,463,682 3.81% － － － － Diploma of
Management
courses in
Management &
Psychology
Institute, Thailand
 Director and Deputy
General Manager,
Production, Regal
Jewelry Manufacture
Co., Ltd.
Director,
Regal
 － － － -
Director Thailand Representative: SARAYUTH
MUNGCHITVITSAVAKORN		 M 09.30.2016 06.28.2019 3 years － － 284,800 0.74% － － 1,463,682 3.81% Graduated from
Suankularb high
school, Thailand
Manager of
Production Dept.,
Regal Jewelry
Manufacture Co.,
Ltd.		 Plating Co., Ltd.
Director, Hyperion
Trading Co., Ltd.		 － － － -

7

Title Nationality or
place of
registration
Name		 Gender First Elected date Elected date Term Shares held when
elected		 Shares held when
elected		 Current
Sharesholding		 Current
Sharesholding		 Shares
currently held
by their
spouses and
minor children		 Shares
currently held
by their
spouses and
minor children		 Shares held in the
name of others		 Shares held in the
name of others		 Main
Working/Education
Experience		 Concurrent positions
in the Company and
other companies		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Note
Number % Number % Number
%		 Number % Title Name relation
Director Samoa
 Orlog Global Co., Ltd. F 09.30.2016 06.28.2019 3 years 889,117 2.92% 889,117 2.32% － － － － Bachelor,
International
Business
Management,
Mahidol University
Manager, Sales,
Regal Jewelry
Manufacture Co.,
Ltd.		 Director and Deputy
General Manager,
Sales, Regal Jewelry
Manufacture Co.,
Director, Orlog Global
Co., Ltd.
General
Manager		 Lin, Ju-Ying second-
degree
relative
Republic of
China		 Representative: LIN, CHIU-I － － 269,800 0.70% － － 889,117 2.32% Juristic
Person
director’s rep.
Lin, Chin-San		 second-
degree
relative
Director Samoa Unique Global Investment Inc. M 09.30.2016 06.28.2019 3 years 398,000 1.51% 398,000 1.04% － － － － Pepperdine
University.
Bachelor of
Business
Administration &
Management.		 Chairman, Linden
Integrated Co., Ltd.
Director, Unique
Global Investment
Inc.		 General
Manager		 Lin, Ju-Ying second-
degree
relative
Republic of
China		 Representative: LIN, CHIN-
SAN		 160,000 0.42% 160,000 0.42% － － 989,123 2.58% Deputy
General
Manager		 Lin, CHIU-I second-
degree
relative
Independent Director Republic of
China		 LEE, TSUNG-PEI M 08.28.2015 06.28.2019 3 years － － － － － － － － Ph. D., Economics,
National Chengchi
University
Dean of
International Trade,
Fujen Catholic
University
Diretor of Master’s
Program in
Finance, Fujen
Catholic University
Project Chief
Executive, Vice
President Office of
International
Affairs, Fujen
Catholic University		 Independent director,
Land Bank of Taiwan
Independent director,
Powertech Industrial
Co., Ltd.
Associate
Professor,
College
of
Management,
Fujen
Catholic University		 － － －

8

Title Nationality or
place of
registration
Name		 Gender First Elected date Elected date Term Shares held when
elected		 Shares held when
elected		 Current
Sharesholding		 Current
Sharesholding		 Shares
currently held
by their
spouses and
minor children		 Shares
currently held
by their
spouses and
minor children		 Shares held in the
name of others		 Shares held in the
name of others		 Main
Working/Education
Experience		 Concurrent positions
in the Company and
other companies		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Note
Number % Number % Number
%		 Number % Title Name relation
Independent Director Republic of
China		 YEH, KUANG-CHOU M 08.28.2015 06.28.2019 3years － － － － － － － － Ph. D., Law,
National Chengchi
University
Attorney, Formosan
Brothers Attorneys-
at-Law
Advisory,
Executive Yuan
Secretary, Ministry
of Justice
P.T. lecturer,
Applied Living
Science, Shih
Chien University
P.T. lecturer,
Accounting
Information,
Chihlee College of
Technology
P.T. Assistant
Professor of Taiwan
Baptist Theological
Seminary
Attorney in charge,
Bring Hope Law
Firm Advisor

Attorney in charge,
Bring Hope Law Firm
Advisor
Board of Directors,
Chung Yuan Christian
University


－		 － －

9

Title Nationality or
place of
registration
Name		 Gender First Elected date Elected date Term Shares held when
elected		 Shares held when
elected		 Current
Sharesholding		 Current
Sharesholding		 Shares
currently held
by their
spouses and
minor children		 Shares
currently held
by their
spouses and
minor children		 Shares held in the
name of others		 Shares held in the
name of others		 Main
Working/Education
Experience		 Concurrent positions
in the Company and
other companies		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Spouse or relatives within second degree
kinship who serve managerial
posts or seats of board directors/
supervisors of the company		 Note
Number % Number % Number
%		 Number % Title Name relation
Independent Director Republic of
China		 GUAN, JYH-LIANG M 08.28.2015 06.28.2019 3years － － － － － － － － Ph.D.,
Business
Administration,
National Chengchi
University
Member of advisory
committee,
Directorate General
of Highways
Dean of Applied
Economics
and
Management
and
Director
of
Graduate program,
National
Ilan
University
Dean of Student
Affairs,
Kainan
University
Dean of Business
and Entrepreneurial
Management
and
Director
of
Graduate program,
Kainan University
Member
of
Performance
Evaluation
Committee
of
Managing
Municipal
Institutions, Taipei
City Government
















Ph.D.,
Business
Administration,
National
Chengchi
University
Strategy
Teacher,
Program of “Wolf’s
den”
A+
Creative
institution stationing
and
counseling,
Ministry of Economic
Affairs
Research
Teacher,
Commerce
Development
Research Institute
Dean
of
Applied
Economics
and
Management
and
director of Graduate
program,
National
Ilan University
Dean
of
Student
Affairs, and Dean of
Business
and
Entrepreneurial
Management, Kainan
University
Member
of
Performance
Evaluation Committee
of
Managing
Municipal
Institutions,
Taipei
City		 － － －

Note 1: The Directors were fully re-elected on June 17, 2020

10

April 19, 2021

  • b. Major shareholders of juristic-person directors

  • (1) Major shareholders of juristic person’s shareholders


April 19,2021
Name of Juristic-person
shareholders		 Name of major shareholders
Solar Jewelers Group Corp. PHACHARAPON PHAIBOONSUNTORN(22.09%)、
LIN, JU-YING (14.25%)、
Sarayuth Mungchitvitsavakorn(12.83%)、
LIN, PI-YUAN (9.74%)、
LIN HUANG, A-YUAN (9.50%)、
LIN, CHIN-SAN (8.55%)、
LIN, CHIU-I(8.55%)、
LAI, CHIN-HO (4.75%)、
LAI LIN, SHU-JU (4.75%)、
Solar(5%)
Ausrine Marketing Corp. (Note) LAI, CHIN-HO (50%)、
LAI LIN,SHU-JU(50%)
Hyperion Trading Co., Ltd. Sarayuth Mungchitvitsavakorn (100%)
Orlog Global Co., Ltd. Nattawadee Panyapongthanachot (100%)
Unique Global Investment Inc. LIN HUANG, A-YUAN (100%)

Note: Dismissed on June 17, 2020.

  • (2) Principal shareholder of corporate shareholders with a juridical person as its major shareholder: Not applicable.

11

c. Professional knowledge and independence check matrix of directors

April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021 April 19, 2021
Qualification
NAME		 Has over five years work experience and
following professionalqualifications		 Independence Attribute (Note 1) Concurrent independent
director position in
other
listed companies
Business, Legal Affairs,
Finance, Accounting,
Lecturer or above in
colleges in related
departments		 Judge, Prosecutor,
Attorney, CPA or
National Certified
Professionals		 Business, Legal Affairs,
Finance, Accounting or
Related Work Experience
1		 2 3 4 5 6 7 8 9 10 11 12
Solar Jewelers Group Corp.
Juristic personRepresentative:
PHACHARAPON PHAIBOONSUNTORN		 －
Hyperion Trading Co., Ltd.
Representative:SARAYUTH
MUNGCHITVITSAVAKORN		 －
Orlog Global Co., Ltd.
Representative: LIN,CHIU-I		 －
Unique Global Investment Inc.
Representative: LIN,CHIN-SAN		 －
LEE,TSUNG-PEI 2
YEH,KUANG-CHOU 1
GUAN,JYH-LIANG －

  • Note 1: Directors and supervisors meet any of the following situations, please tick the appropriate corresponding boxes:

  • (1) Not an employee of the Company or its subsidiaries

  • (2) Not a director or supervisor of the Company or any of its subsidiaries. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of outstanding shares of the Company or ranking in the top ten in holdings.

  • (4) Not a spouse, second-degree relative or third-degree relative of those listed in the above three items.

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.( not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.)

  • (6) Not a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company. ( not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving

12

as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.)

  • (7) Not the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution. ( not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.)

  • (8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. (It not apply to hold 20 percent or more and no more than 50 percent of the total number of issued shares of the public company and independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.)

  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  • (10) Neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

  • (11) No violations of Article 30 of the Company Act.

  • (12) Not a governmental, judicial person or its representative as defined by Article 27 of the Company Act.

13

April 19, 2021 Unit: Share; %

Title Nationality Name Gender Date
Effective		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Education & Experience Current Position with Other Company Managers are Spouse or within 2
Degrees of Consanguinity Each
Other		 Managers are Spouse or within 2
Degrees of Consanguinity Each
Other		 Managers are Spouse or within 2
Degrees of Consanguinity Each
Other
Shares % Shares % Shares % Title Name Relation
CEO/
General Manager		 Republic
of
China		 LIN,
JU-YING		 F 2018/05 284,800 0.74% － － 1,655,203 4.31% M.D., Business Management,
Beijing Institute of Economic &
Management
Manager, Sales, Regal Jewelry
Manufacture Co., Ltd.		 CEO/ General Manager, Regal Jewelry
Manufacture Co., Ltd
Chairman, GIO VAN GOGH
(Shenzhen) JEWELRY LIMITED
Chairman, Reunite Inspiring Creation
Co.,Ltd.		 Deputy
General
Manager,
Sales		 Lin, CHIU-
I		 second-
degree
relative
Deputy General
Manager, R&D		 Thailand PHACHARAPON
PHAIBOONSUNTO
RN		 M 1991/02 925,800 2.41% － － 2,549,559 6.64% EMBA, National Taipei University
of Technology Thailand Special
Program
Manager of Production Division,
Regal Jewelry Manufacture Co.,
Ltd.		 Chairman/ Deputy General Manager,
R&D, Regal Jewelry Manufacture Co.,
Ltd.
Chairman, Regal Plating Co., Ltd.
Directors, Solar Jewelers Group Corp.		 － － －
Deputy General
Manager,
Production		 Thailand SARAYUTH
MUNGCHITVI
TSAVAKORN		 M 1996/10 284,800 0.74% － － 1,463,682 3.81% Diploma in Management Courses,
Management & Psychology
Institute, Thailand
Suankularb high school, Thailand
Manager, Production, Regal Jewelry
Manufacture Co.,Ltd.		 Director/ Deputy General Manager,
Production, Regal Jewelry Manufacture
Co., Ltd.
Director,Regal Plating Co., Ltd.
Director,Hyperion Trading Co., Ltd.		 － － －
Deputy
General
Manager,
Sales		 Republic
of
China		 LIN,
CHIU-I		 F 2018/05 269,800 0.64% － － 889,117 2.32% Bachelor, International Business
Management, Mahidol University
Manager, Sales, Regal Jewelry
Manufacture Co., Ltd.		 Director and Deputy General Manager,
Sales, Regal Jewelry Manufacture Co.,
Director, Orlog Global Co., Ltd.		 General
Manager		 LIN, JU-
YING		 second-
degree
relative
Deputy Director,
Finance/
Accountant
Supervisor
 Republic
of
China		 HUANG,
MING-
CHENG
(Note 2)		 M 2019/08 － － － － － － Bachelor of Accounting, Chung
Yuan Christian University
Accounting administrator,
COMPEQ MANUFACTURING
CO., LTD.
Accounting manager, BUIMA
GROUP INC		 － － － －
Director, Finance/
Accountant
Supervisor		 Thailand NARISSA
KIEATBUNY
ARIT		 F 2020/12 － － － － 12,000 0.03% M.D., Business Management,
Ramkhamhaeng University
Accounting specialist,
Chorkitthawornpanit Limited
Partnership		 Accounting Supervisor, Regal Jewelry
Manufacture Co., Ltd.		 － － －

14

Title Nationality Name Gender Date
Effective		 Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shareholding by
Nominee
Arrangement		 Shareholding by
Nominee
Arrangement		 Education & Experience Current Position with
Other Company		 Managers are Spouse or within 2
Degrees of Consanguinity Each Other		 Managers are Spouse or within 2
Degrees of Consanguinity Each Other		 Managers are Spouse or within 2
Degrees of Consanguinity Each Other
Shares % Shares % Shares % Title Name Relation
Auditor Supervisor Malaysia Wong,
Hon-Fei		 M 2016/01 － － － － 12,000 0.03% Bachelor, Accounting, Universiti Tunku Abdul
Rahman
Audit Supervisor, JPP Holding Company Limited
Senior Auditor, Genting Group
Senior Auditor, KPMG Malaysia Kuala Lumpur
Branch		 Auditor Supervisor, Regal
Jewelry Manufacture Co.,
Ltd.
－		 － －
General Manager,
Regal Holding Co.,
Ltd. Taiwan Branch		 Republic
of
China		 LI,
WEN-
HSIUNG		 M 2016/03 6,000 0.02% － － － － Bachelor,
Engineering,
National
Formosa
University
Sales Manager, Sales, Discover Consultant Co., Ltd.
Manager, Sales, Wedian Technology Co., Ltd.		 － － － －
General Manager, Regal
Plating Co., Ltd.		 Republic
of
China		 WANG,
CHUN-CHIN		 M 2013/08 － － － － － － Bachelor, Computer Information System, Business,
Arizona State University, U.S.A.
Deputy General Manager, Regal Plating Co., Ltd.
Sales Manager, Europe Area, Yei Shien Enterprise Co., Ltd.
Sales
Representative,
KOAN
HAO
TECHNOLOGY CO., LTD.
Sales Representative, KING LAI HYGIENIC
MATERIALS CO., LTD.		 － － － －

Note 1: Mainly are the effective dates in Regal Jewelry Manufacture Co., Ltd. Note 2: Resigned on December 15, 2020.

Note 3: If the chairman of the Board of Directors and the general manager or the person with equivalent position (the top manager) are the same person, each other's spouse or relatives, the related information about reason, rationality, necessity and corresponding measures should be stated in the remark column (for example, increase the number of independent directors, and half of the directors should not be employees or managers, etc.) : The company has no such circumstances, so it is not applicable.

15

C. Remuneration paid to Directors, Supervisors, General Manager, and Deputy General Manager in the most recent fiscal year

1. Remunerations of Directors

December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000 December 31,2020 Unit: NT$000
Title Name Compensation of Directors Percentage of
A, B, C and
D to net
profit
after tax		 Relevant remuneration as an employee Percent of A,
B, C, D, E, F
and
G to net
profit after
tax		 Is there any remuneration from other
invested businesses apart from subsidiaries?
Remunerations
(A)		 Retirement
allowance (B)
Remunerati
on from
distribution
of earnings
(C)		 Business
execution
expenses
(D)		 Salary,
bonus, and
special
expenses(E)		 Retirement
allowance
(F)		 Employees’ Profit-Sharing
Bonus (G)
The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The
Company		 All
consolidated
companies		 The Company All consolidated
companies
Cash Stock Cash Stock
Director Solar Jewelers Group Corp. － － － － － － － － － － － － － － － － － － － － N/A
Representative:
PHACHARAPON
PHAIBOONSUNTORN		 － 6.59% N/A
－ － － － － － － － － 1,931 5,528 － 213 85 － 85 － 2.28%
Director Hyperion Trading Co., Ltd. － － － － － － － － － － － － － － － － － － － － N/A
Representative:
SARAYUTH
MUNGCHITVITSAVAKORN		 － 4.82% N/A
－ － － － － － － － － 1,558 4,073 － 126 55 － 55 － 1.83%
Director Orlog Global Co., Ltd. － － － － － － － － － － － － － － － － － － － － N/A
Representative:
LIN, CHIU-I		 － 3.53% N/A
－ － － － － － － － － 1,223 3,054 － 10 55 － 55 － 1.45%
Director Ausrine Marketing Corp. － － － － － － － － － － － － － － － － － － － － N/A
Representative:
LAI, CHIN-HO
(Note 3)		 250 0.29% N/A
250 － － － － 10 10 0.29% 0.29% － － － － － － － － 0.29%

16

Title Name Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Percentage of
A, B, C and
D to net
profit
after tax		 Percentage of
A, B, C and
D to net
profit
after tax		 Relevant remuneration as an employee Relevant remuneration as an employee Relevant remuneration as an employee Relevant remuneration as an employee Relevant remuneration as an employee Relevant remuneration as an employee Relevant remuneration as an employee Relevant remuneration as an employee Percent of A,
B, C, D, E, F
and
G to net
profit after
tax		 Percent of A,
B, C, D, E, F
and
G to net
profit after
tax		 Is there any remuneration from other
invested businesses apart from subsidiaries?
Remunerations
(A)		 Retirement
allowance (B)
Remunerati
on from
distribution
of earnings
(C)		 Business
execution
expenses
(D)		 Salary,
bonus, and
special
expenses(E)		 Retirement
allowance
(F)		 Employees’ Profit-Sharing
Bonus (G)
The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The Company All consolidated
companies		 The
Company		 All
consolidated
companies		 The Company All consolidated
companies
Cash Stock Cash Stock
Director Unique Global Investment
Inc.		 － － － － － － － － － － － － － － － － － － － － N/A
Representative:
LIN, CHIN-SAN		 500 500 － － － － 50 50 0.62% 0.62% － － － － － － － － 0.62% 0.62% N/A
Director CDIB Venture Capital
Corporation		 200 200 － － － － － － 0.23% 0.23% － － － － － － － － 0.23% 0.23% N/A
Director SU, CHUNG-PEI
(Note 4)		 50 50 － － － － － － 0.06% 0.06% － － － － － － － － 0.06% 0.06% N/A
Independent
Director		 LEE, TSUNG-PEI 600 600 － － － － 60 60 0.75% 0.75% － － － － － － － － 0.75% 0.75% N/A
Independent
Director		 YEH, KUANG-CHOU 600 600 － － － － 50 50 0.74% 0.74% － － － － － － － － 0.74% 0.74% N/A
Independent
Director		 GUAN, JYH-LIANG 600 600 － － － － 60 60 0.75% 0.75% － － － － － － － － 0.75% 0.75% N/A

NOTE 1: Please state the policy, system, standard and structure of the remuneration payment for independent directors, and state the relevance to the amount of remuneration based on the responsibilities, risks, time and other factors:

The principle of the remuneration of the directors of the company is in accordance with the Article 38.3 of the Articles of Association: "The remuneration of

17

directors may be determined by the board of directors with reference to the recommendations of the Remuneration Committee and other general standards in the industry, but it can only be paid in cash." and Article 14.4: "If the company makes a profit for the year, it shall allocate no less than one percent (1%) of the profit as employees' compensation, and no more than three percent (3%) of the profit as Directors’ remuneration. However, if the company still has accumulated losses, it should reserve the compensation amount in advance.”

  • NOTE 2: Except as disclosed in the above table, the remuneration received by the directors of the company for providing services to all companies in the financial report (such as serving as a consultant for non-employees, etc.) in the most recent year: None.

  • NOTE 3: The legal person director Ausrine Marketing Corp. and its legal person representative LAI, CHIN-HO were dismissed after the re-election of the shareholders meeting on June 17, 2020.

  • NOTE 4: Director SU, CHUNG-PEI took office after the re-election of the shareholders' meeting on June 28, 2019, and was dismissed after the re-election of the shareholders' meeting on June 17, 2020.

  • Remunerations of Supervisors: The Company has established the Audit Committee; therefore, no supervisor is needed.

18

4. Remunerations paid to general managers and deputy managers in the most recent year (2020)

Dec. 31, 2020 Unit: NT$000

Title Name Salary
(A)
 Salary
(A)
 Retirement
allowance
(B)
 Retirement
allowance
(B)
 Money award
and special
payment etc.
(C)
 Money award
and special
payment etc.
(C)

Earning distribution as dividends
for personnel (D)

Earning distribution as dividends
for personnel (D)

Earning distribution as dividends
for personnel (D)

Earning distribution as dividends
for personnel (D)		 Rate of total amount
of A, B, C
and D to pure
profits after tax (%)
 Rate of total amount
of A, B, C
and D to pure
profits after tax (%)

Number of new
restricted
employee shares

Number of new
restricted
employee shares
 Is there any remuneration from other
invested businesses apart from
subsidiaries?
The Company All consolidated
c o m p a n i e s		 The Company All consolidated
c o m p a n i e s		 The Company All consolidated
c o m p a n i e s		 The Company All consolidated
companies
The Company		 All consolidated
c o m p a n i e s		 The Company All consolidated
c o m p a n i e s
Cash Stock Cash Stock
CEO/General
Manager
LIN, JU-YING		 1,318 3,890 - 23 - - 73 - 73 - 1.57% 4.51% 40 40 N/A
Deputy
General
Manager,
R&D		 PHACHARAPON
PHAIBOONSUNTORN		 1,931 5,528 - 213 - - 85 - 85 - 2.28% 6.59% - - N/A
Deputy
General
Manager,
Production		 SARAYUTH
MUNGCHITVITSAVAKORN		 1,558 4,073 - 126 - - 55 - 55 - 1.83% 4.82% 20 20 N/A
Deputy
General
Manager,
Sales		 LIN, CHIU-I 1,223 3,054 - 10 - - 55 - 55 - 1.45% 3.53% 25 25 N/A

Note 1: It is the amount of provision for retirement pension expenses.

19

5. The individual remuneration paid to each of the Company’s top five management personnel

Dec. 31,2020 Unit: NT$000 Dec. 31,2020 Unit: NT$000 Dec. 31,2020 Unit: NT$000 Dec. 31,2020 Unit: NT$000 Dec. 31,2020 Unit: NT$000 Dec. 31,2020 Unit: NT$000 Dec. 31,2020 Unit: NT$000 Dec. 31,2020 Unit: NT$000 Dec. 31,2020 Unit: NT$000
Title Name Salary
(A)		 Retirement
allowance
(B)		 Money award
and special
payment etc.
(C)

Earning distribution as dividends
for personnel (D)		 Rate of total amount
of A, B, C
and D to pure
profits after tax (%)

Is there any remuneration from other
invested businesses apart from
subsidiaries?
The Company All consolidated
c o m p a n i e s		 The Company All consolidated
c o m p a n i e s		 The Company All consolidated
c o m p a n i e s		 The Company All consolidated
companies
The Company		 All consolidated
c o m p a n i e s
Cash Stock Cash Stock
CEO/General
Manager
LIN, JU-YING		 1,318 3,890 - 23 - - 73 - 73 - 1.57% 4.51% N/A
Deputy
General
Manager,
R&D		 PHACHARAPON
PHAIBOONSUNTORN		 1,931 5,528 - 213 - - 85 - 85 - 2.28% 6.59% N/A
Deputy
General
Manager,
Production		 SARAYUTH
MUNGCHITVITSAVAKORN		 1,558 4,073 - 126 - - 55 - 55 - 1.83% 4.82% N/A
Deputy
General
Manager,
Sales		 LIN, CHIU-I 1,223 3,054 - 10 - - 55 - 55 - 1.45% 3.53% N/A
Vice
President,
Sales		 CHENG, HSIU-LI 1,945 3,232 - - - - - - - - 2.20%- 3.66% N/A

20

6. Employee profit sharing granted to managers:

Dec. 31, 2020 Unit: NT$000
Proportion of the total
compensation of managers to net
profit after tax
0.30
Title Name Stock Cash Total Proportion of the total
compensation of managers to net
profit after tax
Managers General Manager LIN, JU-YING － 268 268 0.30
Deputy General
Manager, R&D		 PHACHARAPON
PHAIBOONSUNTORN
Deputy General
Managers, Sales		 LIN, CHIU-I
Deputy General
Managers,
Production		 SARAYUTH
MUNGCHITVITSAVAKORN
Deputy Director,
Finance/
Accountant Supervisor		 HUANG, MING-CHENG
(Note 1)
Director, Finance/
Accountant Supervisor		 NARISSA KIEATBUNYARIT

Note 1: Resigned on December 15, 2020.

21

  1. Analysis of the proportion of the total remuneration of directors, supervisors, general managers and vice general managers of the Company paid by the Company and all companies in the consolidated financial statement to net profit after tax in individual financial statements of the recent two years and explanation of the compensation policy, standards, and makeup, the procedure for setting compensations, and the relevance with business performance and future risk. (The Company needs no supervisors)

  2. a. The proportion of the total remuneration of directors, supervisors, general managers and vice general managers of the Company paid by the Company and all companies in the consolidated financial statement to net profit after tax in individual financial statements of the recent two years


e recent two years
Unit: NT$000;%
Year 2019
Year 2020
The
Company
All
consolidated
companies
The
Company
All
consolidated
companies
3,860
3,860
3,030
3,030

(2.64)
(2.64)
3.43
3.43
8,359
20,800
6,298
17,185

(5.71)
(14.22)
7.13
19.45
Year 2019 Year 2020
The
Company		 All
consolidated
companies		 The
Company		 All
consolidated
companies
Total remuneration of directors 3,860 3,860 3,030 3,030
Proportion of the total compensation of
directors to net profit after tax (%)
(2.64)		 (2.64) 3.43 3.43
Total remuneration of managers 8,359 20,800 6,298 17,185
Proportion of the total compensation of
managers to netprofit after tax(%)
(5.71)		 (14.22) 7.13 19.45

  • b. The compensation policy, standards, and makeup, the procedure for setting compensations, and the relevance with business performance and future risk

  • (1) Directors and Supervisors (The Company needs no supervisors)

    • The Company has established the Compensation Committee that the committee members are all the independent directors and is responsible to establish and review the performance evaluation of directors and the policy, system, standards, and structure of salary compensation. Also, the committee must evaluate and establish the salary compensation and remuneration of directors after referring to the same industry pay level (according to the Company’s Articles).

  • (2) General Managers and Deputy General Managers

    • The remunerations paid to general managers and deputy general managers are salaries, bonuses, and retirement allowance. The Company has established the Compensation Committee which members are all the independent directors and is responsible to establish and review the performance evaluation of managers and the policy, system, standards, and structure of salary compensation. The Committee has to evaluate and establish the salary compensation and remuneration of managers based on the positions, responsibilities, and contributions to the Company while referring to the same industry pay level.

22

D. The state of the Company's implementation

  1. The state of the Board of Directors’ implementation

Eight meetings were held by the Board of Directors in the most recent year (2020) with their attendance shown as follows

Title Name Attendance
inperson		 By proxy Attendance rate
inperson(%)		 Remarks
Chairman Solar Jewelers Group Corp.
Representative: PHACHARAPON
PHAIBOONSUNTORN		 8 0 100%
Director Ausrine Marketing Corp.
Representative: LAI, CHIN-HO		 3 0 100% (Note 1)
Director SU, CHUNG-PEI 3 2 33% (Note 2)
Director Orlog Global Co., Ltd.
Representative: LIN, CHIU-I		 6 2 75%
Director Hyperion Trading Co., Ltd.
Representative: SARAYUTH
MUNGCHITVITSAVAKORN		 7 1 88%
Director Unique Global Investment Inc.
Representative: LIN, CHIN-SAN		 7 1 88%
Independent
Director		 LEE, TSUNG-PEI 5 3 63%
Independent
Director		 YEH, KUANG-CHOU 6 2 75%
Independent
Director		 GUAN, JYH-LIANG 8 0 100%
Note 1: DirectorLAI, CHIN-HOtook office after the re-election of the shareholders' meeting on June 28, 2019,
and was dismissed after the re-election of the shareholders' meeting on June 17, 2020
Note 2: DirectorSU, CHUNG-PEItook office after the re-election of the shareholders' meeting on June 28,
2019,and was dismissed after the re-election of the shareholders' meetingonJune 17,2020

Note 1: Director LAI, CHIN-HO took office after the re-election of the shareholders' meeting on June 28, 2019, and was dismissed after the re-election of the shareholders' meeting on June 17, 2020

Other noteworthy matters:

  • a. State the Board Meeting’s date, session, proposal contents, all Independent Directors’ opinions and the Company’s actions in response to the opinions if any of the following occurred:

(1) Matters specified in Article 14.3 of Taiwan’s Securities and Exchange Act:

Meeting
Sessions and
Dates		 Proposal contents Independent Directors have
expressed opposition or
withhold opinions
2018.02.26
9thBoard
meeting in
3rdTerm		 1. Proposal of 2017 Employees’ and Directors’
Compensation		 None
2. Proposal of Distribution of 2017 earnings None
3. Proposal of the statement of internal control
system foryear 2017		 None

23

4. Proposal of the Company’s and its subsidiaries’
CPA’s public fee review for year 2018		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2018.04.11
10thBoard
meeting in
3rdTerm		 1. Proposal of revision of certain articles in the
Company’s“Articles of Association”		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution:Approved.
2018.11.12
13thBoard
meeting in
3rdTerm		 1. Proposal of resolution to acquire Elex Precise
Co. Ltd. on behalf of Chaporo Co. Ltd		 None
2. Proposal of endorsements and guarantees for
the Company’s subsidiary, Gio Van Gogh
(Shenzhen) Jewelry Limited		 None
3. Proposal of lending funds to the Company’s
subsidiary, Gio Van Gogh (Shenzhen) Jewelry
Limited		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2019.03.08
14thBoard
meeting in
3rdTerm		 1. Proposal of Distribution of 2018 earnings None
2. Proposal of the statement of internal control
system for year 2018		 None
3. Proposal of the Company’s and its subsidiaries’
CPA’s public fee review for year 2019		 None
4. Proposal to cancel the endorsements and
guarantees for the Company’s subsidiary, Gio
Van Gogh (Shenzhen) Jewelry Limited		 None
5. Proposal to cancel lending funds to the
Company’s subsidiary, Gio Van Gogh (Shenzhen)
Jewelry Limited		 None
6. Proposal to amend the revision of certain
articles in the Company’s “Articles of
Association”		 None
7. Proposal to amend the revision of certain
articles in the Company’s “Regulations of
Acquisition or Disposal of Assets”		 None
IndependentDirectors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution:Approved.
2019.05.13
15thBoard
meeting in
3rdTerm		 1. Proposal of manager’s appointment and
compensation		 None
2. Proposal to amend the revision of certain
articles in the Company’s “Procedures for Lending
Funds to Others”		 None
3. Proposal to amend the revision of certain
articles in the Company’s “Procedures for
Endorsements and Guarantees”		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2019.08.14 1. Proposal of Accountant Supervisor change and
compensation		 None

24

2ndBoard
meeting in
4thTerm		 2. Proposal of cancel resolution to acquire Elex
Precise Co. Ltd. on behalf of Chaporo Co. Ltd		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2019.11.13
3rdBoard
meeting in
4thTerm		 1. Proposal to increase funds to the Company’s
subsidiary, Gio Van Gogh (Shenzhen) Jewelry
Limited		 None
Independent Directors’ Opinions: None.
The resolution the Company handles the independent directors’ opinions: None.
2020.03.13
4thBoard
meeting in
4thTerm		 1. Proposal of 2019 Employees’ and Directors’
Compensation		 None
2.Proposalof Distributionof 2019 earnings None
3. Proposal of the statement of internal control
system foryear 2019		 None
4. Proposal of the Company’s and its subsidiaries’
CPA’s public fee review for year 2020		 None
5 Proposal of revision of certain articles in the
Company’s“Articles of Association”		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2020.05.07
5thBoard
meeting in
4thTerm		 1. Proposal to nominate a list of candidates for
directors and independent directors in the
Company's 2020 shareholders meeting		 None
2. Proposal about Removal of the company’s new
directors’ restriction against Business Strife
Limitation Clause		 None
IndependentDirectors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2020.05.11
6thBoard
meeting in
4thTerm		 1. Proposal that the Company will replace the
financial statement audit attest accountant from
2020		 None
2. Proposal that the Company intends to apply for
a credit line to The Shanghai Commercial &
Savings Bank Guanyin Branch		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2020.06.17
1stBoard
meeting in
5thTerm		 1. Proposal that the Company intends to apply for
a credit line from Taishin International Bank		 None
2. Proposal that the Company intends to agree to
increase the authorizer of credit line of SinoPac
Bank Hong Kong Branch		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2020.08.13
2ndBoard
meeting in
5thTerm		 1. Proposal that the Company intends to apply for
a credit line from Cathay United Bank		 None
2. Proposal about Removal of the company’s
managers' restriction against Business Strife
Limitation Clause		 None

25

IndependentDirectors’Opinions: None. IndependentDirectors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution:Approved.
2020.10.05
3rdBoard
meeting in
5thTerm		 1. Proposal that the Company intends to handle
the raising and issuance of the first Unsecured
Convertible Corporate Bonds in R.O.C.		 None
2. Ratification of the acquisition and disposal of
securities by Regal Plating Co., Ltd. (referred to
as RGP), the grandson of the company		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2020.12.15
5thBoard
meeting in
5thTerm		 1. In order to meet business needs and effectively
use funds, the Proposal that company intends to
loan funds to the subsidiary Regal Jewelry
Manufacture Co., Ltd. (referred to as RJM)		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.
2021.03.19
6thBoard
meeting in
5thTerm		 1. Proposal to Remuneration for employees and
directors in 2020		 None
2. Proposal to 2020 Earnings Distribution None
3. Proposal to 2020 Internal Control Statement None
4. Proposal to Audit fees of accountants in
Company and its Subsidiaries in 2021		 None
5. In order to meet business needs and effectively
use funds, the Proposal that the Company intends
to loan funds to Regal Plating Co., Ltd. (referred
to asRGP)		 None
6. Proposal to amend some of the company's
provisions of the “Methods for Loaning Funds to
Others”		 None
Independent Directors’Opinions: None.
The resolution the Company handles the independent directors’opinions: None.
Resolution: Approved.

(2) There were no other written or otherwise recorded resolutions on which an independent director had expressed opposition or withhold opinions.

  • b. The recusals of Directors due to conflicts of interests: state the directors’ name, proposals,

reasons of recusals, and the state of voting:

Date / Proposal contents

  • 2018.05.10 11[th] Board meeting in 3[rd] Term

  • Proposal of manager’s appointment and compensation

  • Reasons of recusals and the state of voting: Director LIN, CHIU-I did not participate in the discussion or vote on that proposal because of recusals. No attending director voices an objection following an inquiry by the chair, the proposal approved.

  • Proposal of the release of the Company’s manager from non-competition restrictions Reasons of recusals and the state of voting: Director LIN, CHIU-I did not participate in the discussion or vote on that proposal because of recusals. No attending director voices an objection following an inquiry by the chair, the proposal approved.

2018.11.12 13[th] Board meeting in 3[rd] Term

  1. Proposal of Regal jewelry Manufacture Co. Ltd invests in the establishment of Linden Integrated Co. Ltd

  2. Reasons of recusals and the state of voting: Director LIN, CHIN-SAN did not participate in

26

the discussion or vote on that proposal because of recusals. Chairman Phacharapon Phaiboonsuntorn and Director LIN, CHIU-I did not participate in the discussion or vote on that proposal because of second-degree relative. No attending director voices an objection following an inquiry by the acting chair GUAN, JYH-LIANG , the proposal approved. 2. Proposal of the Company invests in the establishment of Chaporo Co, Ltd Reasons of recusals and the state of voting: Chairman Phacharapon Phaiboonsuntorn did not participate in the discussion or vote on that proposal because of recusals. Director LIN, CHIN-SAN and Director LIN, CHIU-I did not participate in the discussion or vote on that proposal because of second-degree relative. No attending director voices an objection following an inquiry by the acting chair GUAN, JYH-LIANG , the proposal approved. 3. Proposal of juristic representative’s appointment Reasons of recusals and the state of voting: Chairman Phacharapon Phaiboonsuntorn did not participate in the discussion or vote on that proposal because of recusals. Director LIN, CHIN-SAN and Director LIN, CHIU-I did not participate in the discussion or vote on that proposal because of second-degree relative. No attending director voices an objection following an inquiry by the acting chair GUAN, JYH-LIANG, the proposal approved. 4. Proposal of the release of the Company’s directors from non-competition restrictions Reasons of recusals and the state of voting: General Manager LIN, JU-YING did not participate in the discussion or vote on that proposal because of relative by marriage with chairman Phacharapon Phaiboonsuntorn and second-degree relative with Director LIN, CHIN-SAN Chairman Phacharapon Phaiboonsuntorn and Director LIN, CHIN-SAN did not participate in the discussion or vote on that proposal because of recusals. Director LIN, CHIU-I did not participate in the discussion or vote on that proposal because of seconddegree relative. No attending director voices on objection following an inquiry by the acting - chair GUAN, JYH LIANG, the proposal approved. 2019.08.14 2[nd] Board meeting in 4[th] Term 1. Proposal of 2018 Employees’ Compensation Reasons of recusals and the state of voting: Director LIN, CHIU-I and Director Sarayuth Mungchitvitsavakorn did not participate in the discussion or vote on that proposal because of recusals. Chairman Phacharapon Phaiboonsuntorn and Director LIN, CHIN-SAN did not participate in the discussion or vote on that proposal because of second-degree relative. No attending director voices on objection following an inquiry by the acting chair - LEE, TSUNG PEI, the proposal approved. 2019.11.13 3[rd] Board meeting in 4[th] Term 1. Proposal of the chairman of Reunite Inspiring Creation Co., Ltd. appointment Reasons of recusals and the state of voting: General Manager LIN, JU-YING did not participate in the proposal because of interested party. Chairman Phacharapon Phaiboonsuntorn, Director LIN, CHIU-I and Director LIN, CHIN-SAN did not participate in the proposal because of second-degree relative with General Manager LIN, JU-YING. No attending director voices on objection following an inquiry by the acting chair LEE, TSUNG-PEI, the proposal approved.

  • c. The state of Self-Evaluation or Peer Evaluation of the Board of Directors: Board of Directors of the Company approved setting Self-Evaluation or Peer Evaluation of the Board of Directors on November 13,2019. The term of evaluation is from January 1, 2020 to December 31, 2020, and the result is in the following table:

27

Status of evaluation implementation:

Evaluation
cycle
(Note 1)		 Evaluation
period
(Note 2)		 Evaluation
scope
(Note 3)		 Evaluation
method
(Note 4)		 Evaluation content
(Note 5)

once a year
June 17, 2020
to December
31, 2020
Board of
Directors
peer evaluation		 1. Participation in company
operations, decision-making
quality of the Board of
Directors, composition and
structure of the Board of
Directors.
2. Selection, internal control
and continuous education of
directors.
once a year June 17, 2020
to December
31, 2020		 individual
directors		 peer evaluation 1. Mastery of company goals
and tasks, awareness of
directors’ responsibilities,
participation in company
operations, internal
relationship management and
communication.
2. Profession, continuous
education, and internal
control of directors.
once a year June 17, 2020
to December
31, 2020		 Functional
Committee		 peer evaluation 1. Participation in company
operations, awareness of the
responsibilities of functional
committees, decision-making
quality of functional
committees.
2. Composition of functional
committees, internal control
and selection of its members.

Note 1 ： The execution cycle of the board evaluation, for example: once a year Note 2 ： The coverage period of the appraisal of Board of Directors, for example: evaluate the performance of the Board of Directors from January 1, 2019 to December 31, 2019.

Note 3 ： The scope of evaluation includes performance evaluation of the Board of Directors, individual director and Functional Committees.

Note 4 ： Evaluation methods include internal self-evaluation by the Board of Directors, self-evaluation by directors, peer evaluation, mandate of external professional institutions, experts, or other appropriate methods for performance evaluation. Note 5 ： The evaluation content shall include at least the following items according to the evaluation scope:

  • (1) Performance evaluation of Board of Directors: including at least the degree of participation in the company's operations, the decisions’ quality of board, the composition and structure of the board, the selection and continuous education of directors, and internal control.

  • (2) Performance evaluation of individual directors: at least include the mastery of company goals and tasks, awareness of directors' responsibilities, participation in company operations, internal relationship management and communication, profession and continuous education of director, internal control, etc.

  • (3) Performance evaluation of functional committees: participation in company operations, awareness of functional committee responsibilities, decision-making quality of functional committees, functional committee composition and member selection, internal control, etc.

  • d. Assessment of objectives and implementation status in the area of strengthening the powers of the board of directors (such as setting of an audit committee and improvement of information transparency etc.) for current and immediately past years: The Company has elected 3 independent directors in shareholders’ general meeting on August 28, 2015. The

28

board members were re-elected in first shareholders’ temporary meeting on September 30, 2016. The board members were re-elected in shareholders’ meeting on June 28. 2019. The 3 independent directors were all re-elected and all are the members of Audit Committee and Compensation Committee who established the Audit Committee and Compensation Committee that convener of both committees is Mr. Lee, Tsung-Pei. In the future, the Company will reveal relevant information in accordance with the laws in order to improve the information transparency.

2. The state of the Audit Committee’s implementation

Seven meetings were held by the Audit Committee in the recent year (2020) with Independent Directors’ attendance shown as follows:

Title Name Attendance
in person		 By proxy Attendance rate
in person (%)		 Remarks
Independent
Director		 LEE, TSUNG-PEI 7 0 100% Re-elected
(Note)
Independent
Director		 YEH, KUANG-CHOU 5 2 63% Re-elected
(Note)
Independent
Director		 GUAN, JYH-LIANG 7 0 100% Re-elected
(Note)

Note: LEE, TSUNG-PEI, YEH, KUANG-CHOU and GUAN, JYH-LIANG were re-elected in shareholders’ meeting on June 17, 2020 and three independent directors are the members of Audit Committee, which term is from June 17, 2020 to June 16, 2023.

Other noteworthy matters:

a. State the Board Meeting’s date, session, proposal contents, all Independent Directors’ opinions and the Company’s actions in response to the opinions if any of the following occurred: (1) Matters specified in Article 14.5 of Taiwan’s Securities and Exchange Act:

Meeting
Sessions and
Dates
2018.02.26
9thBoard
meeting in 2nd
Term		 Proposal contents Resolutions which was not
approved by the Audit
Committee but was
approved by two thirds or
more of all directors
1. Proposal of Business report, financial report
2017 and business plan for 2018		 None
2. Proposal of 2017 Employees’ and Directors’
Compensation		 None
3. Proposal of Distribution of 2017 earnings None
4. Proposal of the statement of internal control
system for year 2017		 None
5. Proposal of the Company’s and its
subsidiaries’ CPA’s public fee review for
year 2018		 None
Resolution(2018.02.26):Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.

29

2018.04.11
10thBoard
meeting in 2nd
Term		 1. Proposal of revision of certain articles in the
Company’s“Articles of Association”		 None
Resolution (2018.04.11): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2018.08.14
12thBoard
meeting in 2nd
Term		 1. Proposal of financial report of Q2 2018. None
Resolution (2018.08.14): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2018.11.12
13thBoard
meeting in 2nd
Term		 1. Proposal of resolution to acquire Elex
Precise Co. Ltd. on behalf of Chaporo Co.
Ltd.		 None
2. Proposal of endorsements and guarantees for
the Company’s subsidiary, Gio Van Gogh
(Shenzhen) JewelryLimited		 None
3. Proposal of lending funds to the Company’s
subsidiary, Gio Van Gogh (Shenzhen)
Jewelry Limited		 None
4. Proposal of matters about issuance of
Restricted Stock Awards		 None
Resolution (2018.11.12): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2019.03.08
14thBoard
meeting in 2nd
Term		 1. Proposal of Business report, financial report
2018 and business plan for 2019		 None
2. Proposal of Distribution of 2018 earnings None
3. Proposal of the statement of internal control
system for year 2018		 None
4. Proposal of the Company’s and its
subsidiaries’ CPA’s public fee review for
year 2019		 None
5. Proposal to cancel the endorsements and
guarantees for the Company’s subsidiary,
Gio VanGogh(Shenzhen) JewelryLimited		 None
6. Proposal to cancel lending funds to the
Company’s subsidiary, Gio Van Gogh
(Shenzhen) Jewelry Limited		 None
7. Proposal to amend the revision of certain
articles in the Company’s “Articles of
Association”		 None
8. Proposal to amend the revision of certain
articles in the Company’s “Regulations of
Acquisition or Disposal of Assets”		 None
Resolution (2019.03.08): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2019.05.13
15thBoard
meeting in 2nd
Term		 1. Proposal of manager’s appointment and
compensation		 None
2. Proposal to amend the revision of certain
articles in the Company’s “Procedures for
Lending Funds to Others”		 None
3. Proposal to amend the revision of certain
articles in the Company’s “Procedures for
Endorsements and Guarantees”		 None

30

Resolution(2019.05.13):Approved. Resolution(2019.05.13):Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2019.08.14
2ndBoard
meeting in 3rd
Term		 1. Proposal of Financial report Q2 2019 None
2. Proposal of Accountant Supervisor change None
3. Proposal of cancel resolution to acquire Elex
Precise Co. Ltd. on behalf of Chaporo Co. Ltd		 None
Resolution(2019.05.13): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2019.11.13
3rdBoard
meeting in 3rd
Term		 1. Proposal to increase funds to the Company’s
subsidiary, Gio Van Gogh (Shenzhen) Jewelry
Limited		 None
Resolution (2019.05.13): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2020.03.13
4thBoard
meeting in 3rd
Term		 1. Proposal of Distribution of 2019 earnings None
2. Proposal of the statement of internal control
system for year 2019		 None
3. Proposal of the Company’s and its
subsidiaries’ CPA’s public fee review for year
2020		 None
4. Proposal of revision of certain articles in the
Company’s“Articles of Association”		 None
Resolution (2019.05.13): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2020.05.11
5thBoard
meeting in 3rd
Term		 1. Proposal that the Company will replace the
financial statement audit attest accountant from
2020		 None
2. The company's financial report for the first
quarter of 2020		 None
3. Proposal that the Company intends to apply
for a credit line to The Shanghai Commercial
& Savings Bank Guanyin Branch		 None
Resolution (2020.05.11): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2020.06.17
1stBoard
meeting in 4th
Term		 1. Proposal that the Company intends to apply
for a credit line from Taishin International
Bank		 None
2. Proposal that the Company intends to agree
to increase the authorizer of credit line of
SinoPac Bank Hong Kong Branch		 None
Resolution (2020.06.17): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2020.08.13
2ndBoard
meeting in 4th
Term		 1. The company's financial report for the
second quarter of 2020		 None
2. Proposal that Company withdraw the
cancellation base date of Restricted Employee
Stock Awards		 None
3. Proposal that the Company intends to apply
for a credit line from CathayUnited Bank		 None

31

Resolution(2020.08.13):Approved. Resolution(2020.08.13):Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2020.10.05
3rdBoard
meeting in 4th
Term		 1. Proposal that the Company intends to handle
the raising and issuance of the first Unsecured
Convertible Corporate Bonds in R.O.C.		 None
2. Ratification of the acquisition and disposal
of securities by Regal Plating Co., Ltd.
(referred to as RGP), the grandson of the
company		 None
Resolution (2020.10.05): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2020.11.13
4thBoard
meeting in 4th
Term		 1. The company's financial report for the third
quarter of 2020		 None
Resolution (2020.11.13): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2020.12.15
5thBoard
meeting in 4th
Term		 1. In order to meet business needs and
effectively use funds, the Proposal that
company intends to loan funds to the
subsidiary Regal Jewelry Manufacture Co.,
Ltd. (referred to as RJM)		 None
Resolution(2020.12.15):Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.
2021.03.19
6thBoard
meeting in 4th
Term		 1. Proposal to 2020 Earnings Distribution None
2. Proposal to 2020 Internal Control Statement None
3. Proposal to Audit fees of accountants in
Company andits Subsidiariesin 2021		 None
4. In order to meet business needs and
effectively use funds, the Proposal that the
Company intends to loan funds to Regal
Plating Co.,Ltd. (referred to asRGP)		 None
5. Proposal to amend some of the company's
provisions of the “Methods for Loaning Funds
to Others”		 None
Resolution (2021.03.19): Approved.
The resolution the Company handles the Audit Committee’s opinions:
Approved.

  • b. The recusals of Independent Directors due to conflicts of interests: state the independent directors’ name, proposals, reasons of recusals, and the state of voting: None.

  • c. The communications between the independent directors, the internal auditors, and the independent auditors in 2018 (which should include the material items, channels, and results of the audits on the Company’s finance and/or operations, etc.): The Audit Committee is called and discussed relevant proposals based on the “Regulations of the Audit Committee.” The internal auditors have sent the audit reports to the members of the Audit Committee regularly, and the CPA has attended in the meetings of the Audit Committee and expressed their opinions. The communication channel between the Audit Committee and the internal auditors functioned well.

32

  1. The state of the Company's implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such difference:
Items Implementation Status Difference from Corporate Governance
Practice Principles for TWSE/GTSM
Listed Companies and reasons
Yes No Description
A. Does the Company set and disclose
corporate governance code of practice
according to corporate governance
practice principles for TWSE/GTSM-
Listed companies?		 V A. The Company has set a corporate
governance code of practice and
disclosed on Market Observation
Post System.


No major
differences
B. Equity structure and shareholder rights
1. Has the Company set internal operating
procedures to deal with shareholder
proposals,
doubts,
disputes
and
litigation
matters,
and
does
it
implement these in accordance with its
procedures?
2. Does the Company have a list of those
who ultimately control the major
shareholders of the Company?
3. Has the Company built and executed a
risk management system and “firewall”
between the Company and its affiliates?
4. Has the Company established internal
rules prohibiting insider trading on
undisclosed information?		 V
V
V
V		 1. Spokesman and Deputy Spokesman
represent
the
Company
as
a
communicate channel. The Company
also designated the share transfer
agency to handle the stock affairs and
have had the stock affair specialists.
The official website has a special
section to deal with shareholder
proposal and disputes.
2. The Company has a list of major
shareholders and who ultimately
controls provided by share transfer
agency.
3. The Company and its affiliates have
independent businesses and finances.
The Company has set up the
“Affiliated
Corporations
Management”
to
execute
and
evaluate
internal
risk
between
affiliated enterprises and established
appropriate firewalls.
4. The Company has set operating
procedures to prevent insider trading.







No major
differences



No major
differences







No major
differences


No major
differences

33

Items Implementation Status Implementation Status Implementation Status Difference from Corporate Governance
Practice Principles for TWSE/GTSM
Listed Companies and reasons
Yes No Description
C. Composition and Responsibilities of
the Board of Directors
1. Has the Company established a
diversification
policy
for
the
composition of its Board of Directors
and
has
it
been
implemented
accordingly?		 V 1. The Company has made up the
“Corporate Governance Practical
Principles”
and
“Regulations
Governing Election of Directors.”
The members of the BOD have the
necessary knowledge, skills, and
accomplishments to execute their
responsibilities
and
their
backgrounds are diversified based on
the management, operating style, and
developing requirements to establish
an appropriate diversification policy.
There are one female among the nine
members of boards and all the
members are diversified and possess
experience of research, development,
manufacture,
management,
marketing in jewelry industry and
finance,
business,
law,
and
management in other industries in
order to established a diversification
policy for the composition of its
Board of Directors.





















No major
differences
2.
Other
than
the
Compensation
Committee and the Audit Committee
which are required by law, does the
Company plan to set up other Board
committees?
3.
Has
the
Company
established
methodology
for
evaluating
the
performance of its Board of Directors,		 V
V		 2. The Company set up a Compensation
Committee and a Audit Committee;
other functional committees will be
set up depending on operating scale
and business needs in the future.
3. The members of Board approved Self-
Evaluation
or
Peer
Evaluation.
Evaluation term is from Jan 1,2020 to



Set up
depending
on future
needs


The
Company
will submit

34

Items Implementation Status Difference from Corporate Governance
Practice Principles for TWSE/GTSM
Listed Companies and reasons
Yes No Description
on an annual basis and submitted the
results of performance assessments to
the board of directors and use them as
reference in determining compensation
for
individual
directors,
their
nomination and additional office term?		 Dec 31, 2020. The Company will
submit the results of performance
assessments to the board of directors
in Q1 2021.


the results
of
performanc
e
assessment
s to the
board of
directors in
Q1 2021.
4. Does the Company regularly evaluate
the independence of the CPA?		 V 4. Before deciding to hire CPAs, first, the
Company
shall
review
the
independence
and
require
the
declarations of impartiality and
independence from auditors. Also,
the Company shall confirm the
CPAs have no other affairs about
financial interests and business
relations except the attestation and
the
non-audit
fees,
are
not
shareholders of the Company, do not
perform concurrently routine work
for the Company and receiving a
regular salary, do not have served a
term of more than seven years as the
Company’s auditors, do not have
punishments, or any affair to damage
the independence. The result of
evaluations shall be reported to the
BOD for resolutions. The Company
annually assesses the performance
and independence of the CPA and
reported to the Audit Committee and
BOD for reviewing and passed on
resolution on Nov. 13,2018. The
























No major
differences

35

Items Implementation Status Implementation Status Implementation Status Difference from Corporate Governance
Practice Principles for TWSE/GTSM
Listed Companies and reasons
Yes No Description
Company deems that CPA LU, LI –
LY and CPA KJANG, CHUN-HSIN
of KPMG meet the Company’s
independence requirements (Note 1)
and, having issued declarations of
impartiality and independence (Note
2), are sufficiently qualified to be the
Company’s
financial
statement
auditors.






D. Does the company have an adequate
number
of
corporate
governance
personnel
with
appropriate
qualifications based on the size of the
company,
business
situations
and
management needs, and to appoint a
chief corporate governance officer as
the most senior officer to be in charge
of
corporate
governance
affairs.
(including but not limited to providing
information
required
for
director/supervisor's
operations,
convening board/shareholder meetings
in compliance with the law, apply
for/change company registry, and
producing
meeting
minutes
of
board/shareholder meetings)?		 V The President Secretariat is responsible
for
corporate
governance
related
matters and the primary responsibilities
include:
a. Providing information needed by the
Board of Directors to carry out its
functions
for
independence
and
business in legal compliance
b. Processing matters relevant to
convening Board meetings in legal
compliance
c. Processing matters relevant to
convening Shareholders’ meetings
and registration of the Company in
legal compliance










No major
differences
E.
Does
the
Company
establish
communication channels and dedicate
section for stakeholder on its website to
respond to important issues of corporate
social responsibility concerns?		 V The Company has set “Stakeholder
Zone” on the website and designated
dedicated personnel to manage and
organize the financial and corporate
governance
information
for
the
reference of shareholders and related
parties and respond to major concerns
regarding
corporate
social







No major
differences

36

Items Implementation Status Difference from Corporate Governance
Practice Principles for TWSE/GTSM
Listed Companies and reasons
Yes No Description
responsibilities from stakeholders.
F. Has the company appointed a
professional stock affairs agency for
shareholders affairs?		 V The Company authorized “SinoPac
Securities Co., Ltd.” as the stock service
agency
to
handle
shareholder
transactions and affairs of shareholders
meetings.



No major
differences
G. Disclosure of information
1. Does the Company set up website to
disclose financial operations and
corporate governance information?
2. Has the Company adopted other
measures(such as English website, a
designated person responsible for the
collection
and
disclosure
of
information, implementation of the
spokesman system, the legal entities
announcements uploaded to website,
etc.) to disclose information?		 V
V		 1. The Company has placed financial
and
corporate
governance
information
on
the
website
(www.regaljewelrygroup.com)
as
well as on the MOPS. After
institutional investors’ conferences,
the link of complete conferences’
videos will be uploaded on the same
day for the reference.
2. The Company has established the
website
(www.regaljewelrygroup.com) and
designated
dedicated
personnel
responsible for the collection and
disclosure
of
information
and
implementation of the spokesman
system.







No major
differences






No major
differences
3. Has the Company published and
reported its annual financial report
within two months after the end of a
fiscal year, and publish and report its
financial reports for the first, second
and third quarters as well as its
operatingstatus for each month before		 V 3. The Company reported financial
report 2019 before March 31, 2020
The date comply with competent
authority’s term.


No major
differences

37

Items Implementation Status Implementation Status Implementation Status Difference from Corporate Governance
Practice Principles for TWSE/GTSM
Listed Companies and reasons
Yes No Description
the specified deadline.
H. Does the Company have other
important
information
for
better
understanding
the
Company’s
corporate
governance
system
(including but not limited to interests
and rights of employees, care for
employees, relation with investors,
relation with suppliers, relation with
interested parties, continuing education
of directors and supervisors, execution
of risk management policies and risk
measuring standards, execution of
customer policies, liability insurance
for the Company’s directors and
supervisors)?		 V 1. Interests and rights of employees: in
accordance
with
the
law,
the
Company has edited the employees’
brochure and company’s benefit
policy that has listed the rights,
duties, and benefits of employees to
defend the rights of employees.
2. Care for employees: Except following
the local laws and regulations, the
Company has host diner parties and
recreational
activities
to
adjust
employees' mind and body.
3. Rights of relations with investors,
with
suppliers,
with
interested
parties: The communication with
investors, with suppliers, with
interested parties are smooth and
deserved legal rights and interests to
each party are well-maintained.
4. Continuing education of directors and
supervisors: The directors of the
Company had participated in related
curriculums
about
corporate
governance. The Company needs no
supervisors.
5. Execution of risk management
policies
and
risk
measuring
standards:
The
Company
has
established
the
internal
control
























No major
differences

38

==> picture [455 x 420] intentionally omitted <==

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

Implementation Status
Items
Yes No Description
system and related management
procedures and implement in
accordance with the procedures to
lower and prevent any possible risk.
6. Execution of customer policies: The
dedicated department is responsible
for the inquiry and appeal of clients.
7. Liability insurance for the Company’s
directors and supervisors: Liability
insurance has been covered for
directors and supervisors.
I. Please specify the measures adopted by the Company to improve the items listed in the corporate governance
review result from Taiwan Stock Exchange's Corporate Governance Center and the improvement plans for
items yet to be improved.
In accordance with the future standard of corporate governance review, the Company will dedicate to
improve to achieve the standards.
Listed Companies and reasons
Practice Principles for TWSE/GTSM
Difference from Corporate Governance
----- End of picture text -----

List:

(1) Continuing education of directors

Title Name Date Organizer Course Hours
Director PHACHARAPON
PHAIBOONSUNTORN		 2020.07.22 Taiwan
Investor
Relations
Institute		 Public information financial
report analysis		 3
2020.08.26 New Corporate Governance
Norms that Directors and
Supervisors must know in
2020		 3
Director SARAYUTH
MUNGCHITVITSAVAKORN		 2020.07.22 Taiwan
Investor
Relations
Institute		 Public information financial
report analysis		 3
2020.08.26 New Corporate Governance
Norms that Directors and
Supervisors must know in
2020

39

Director Lin, Chin-San 2020.10.27 Taiwan
Investor
Relations
Institute		 Green Swan: the most
important thing to invest -
ESG		 3
2020.11.06 Key to Corporation
Sustainability : corporation
specialization and family
specialization		 3
Director LIN, CHIU-I 2020.11.06 Taiwan
Investor
Relations
Institute		 Key to Corporation
Sustainability : corporation
specialization and family
specialization		 3
2020.11.19 Analysis of the Performance
Appraisal of Directors and
Supervisors		 3
Independent Director
 LEE, TSUNG-PEI 2020.08.21 Securities
and Futures
Institute		 Changes and Challenges of
Economic trends under the
raging Global epidemic		 3
2020.11.27 Discussion on the Prevention
of Money Laundering and the
Fight against Information
Technology Terrorism		 3
Independent
Director		 GUAN, JYH-LIANG 2020.07.22 Taiwan
Investor
Relations
Institute		 Public information financial
report analysis		 3
2020.08.12 Corporate Management and
Media Public Relations		 3
Independent
Director		 YEH, KUANG-CHOU 2020.08.12 Taiwan
Investor
Relations
Institute		 Corporate Management and
Media Public Relations		 3
2020.09.02
Legal obligations and
Responsibilities of the capital
market		 3

(2) Liability insurance for the Company’s directors and supervisors

Insurant Insurance Company Amount Period
All directors and important staff AIG Asia Pacific Insurance
Pte. Ltd.		 US$3 million Nov. 15, 2020 ~ Nov. 15,
2021

(3) Liability insurance for the Company’s directors and supervisors

Title Name Date Organizer Course Hours
Accountant
Supervisor		 HUANG, MING-CHENG
(Note)		 2020.07.23
to
2020.07.24		 Certificate of
Completion
of
Accounting
Supervisor
Training
Course		 The new version of
the Corporate
Governance blueprint
(2018~2020)-
strengthening investor
relations + Group
Organization
restructuring strategy,
accounting treatment		 12

40

and practice + tax
topics: Strategic
practice of returning
overseas funds to
Taiwan and
management practice
thinking of anti-tax
avoidance + legal
responsibilities and
obligations of the
financial and
accounting supervisor
Director, Finance NARISSA
KIEATBUNYARIT		 2020.07.23
to
2020.07.24		 Certificate of
Completion
of
Accounting
Supervisor
Training
Course		 The new version of
the Corporate
Governance blueprint
(2018~2020)-
strengthening investor
relations + Group
Organization
restructuring strategy,
accounting treatment
and practice + tax
topics: Strategic
practice of returning
overseas funds to
Taiwan and
management practice
thinking of anti-tax
avoidance + legal
responsibilities and
obligations of the
financial and
accounting supervisor		 12
General Manager,
Regal Holding Co.,
Ltd. Taiwan Branch		 LI, WEN-HSIUNG 2020.04.27 Accounting
Research and
Development
Foundation		 The FSC’s
Compliance auditing
practices regarding
“Shareholders’
Meetings” and
“Corporate Mergers
and Acquisitions”
related laws and
regulations		 6
2020.12.03 Accounting
Research and
Development
Foundation		 Case analysis and
Discussion of Legal
Liability of "Illegal
Securities Trading of
Fake Foreign
Capitals"		 3
2020.12.04 Accounting
Research and
Development
Foundation		 Common Corporate
Governance
Deficiencies in
enterprises and
Analysis of related
laws and regulations		 6

Note : Resigned on December 15, 2020.

41

Refer to Article 47, Certified Public Accountant Act and The Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China No.10


Ethics for Certified Public Accountant of the Republic of China No.10

Item Result
1. Having not served a term of more than seven years as the Company’s auditors
until the latest attestation.		 ■Yes □No
2. Have material financial interest in the audit client. ■Yes □No
3. Shall not have any inappropriate relationship with the clients. ■Yes □No
4. Shall make sure his/her assistants truly honest, fair, and independence. ■Yes □No
5. Shall not audit certification for the Company's financial report where he/she has
served in within theprevious twoyears.		 ■Yes □No
6. Shall not let others use the CPA title. ■Yes □No
7. Not a shareholder of the Company and the subsidiaries. ■Yes □No
8. Hasn’t lent or borrowed funds to or from the Company and the subsidiaries. ■Yes □No
9. Not invested in the Company or the subsidiaries or shares in financial gains
therewith.		 ■Yes □No
10. Not employed by the Company or the subsidiaries to perform routine work for
which he or she receives a fixed salary		 ■Yes □No
11. Not involved with the management of the decision-making of the Company or
its subsidiaries.		 ■Yes □No
12. Not engaged in any other business that affect his or her independence. ■Yes □No
13. Not a spouse, lineal relative, direct relative by marriage, or a collateral relative
within the fourth degree of kinshipof anymanagerial officer of the Company.		 ■Yes □No
14. Not charge any remuneration about the business. ■Yes □No
15. Not having punishments, or any affair to damage the independence so far. ■Yes □No

42

Note 2: Accountancy firm’s declaration

==> picture [435 x 682] intentionally omitted <==

43

Note 2: Accountancy firm’s declaration

==> picture [408 x 677] intentionally omitted <==

44

4. Organization, responsibilities and operation status of the Compensation Committee

a. Information on members of the Compensation Committee

Title
(Note 1)		 Name
Qualification		 Has over five years
work experience and
following professional
qualifications		 Has over five years
work experience and
following professional
qualifications		 Has over five years
work experience and
following professional
qualifications		 Independence Attribute
(Note2)		 Independence Attribute
(Note2)		 Independence Attribute
(Note2)		 Independence Attribute
(Note2)		 Independence Attribute
(Note2)		 Independence Attribute
(Note2)		 Independence Attribute
(Note2)		 Independence Attribute
(Note2)		 Independence Attribute
(Note2)		 Independence Attribute
(Note2)		 Concurrent compensation committee position in other publicly listed companies
 Remarks (Note 3)
Business, Legal Affairs, Finance, Accounting, Lecturer or above in
Colleges in Related departments		 Holds a license, obtained through national examination, for the position
of judge, district attorney, lawyer, accountant, or similar		 Business, Legal Affairs, Finance, Accounting or Related Work
Experience		 1 2 3 4 5 6 7 8 9 1 0
Independent
Director		 LEE, TSUNG-PEI － 2 －
Independent
Director		 YEH,
KUANG-CHOU		 － － －
Independent
Director		 GUAN, JYH-LIANG － － －

Note 1: Please fill in director, independent director, or other.

Note 2: If the member complies with the following conditions from 2 years before being elected and during his tenure in office, please tick the appropriate corresponding boxes:

(1) Not an employee of the Company or its subsidiaries

(2) Not a director or supervisor of the Company or any of its subsidiaries. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary, as appointed in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary

(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of outstanding shares of the Company or ranking in the top ten in holdings.

(4) Not a spouse, second-degree relative or third-degree relative of those listed in the above three items.

(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more

45

of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.( not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.)

(6) Not a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company. ( not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.)

(7) Not the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution. ( not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.)

(8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. (It not apply to hold 20 percent or more and no more than 50 percent of the total number of issued shares of the public company and independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.)

(9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

(10) No violations of Article 30 of the Company Act.

  • b. Organization and Responsibilities of the Compensation Committee

  • The resolution of establishing the Compensation Committee had been passed by the B.O.D. of the Company on Aug. 28, 2015 and the members of the Compensation Committee are the three independent directors of the Company, Mr. Lee, Tsung-Pei, Yeh, Kuang-Chou, and Guan, Jyh-Liang. The “Organizations and Regulations of Compensation Committee” had also been passed and the responsibilities of the committee are to professionally and objectively evaluate the compensation policies and systems of the Company’s directors and managers in accordance with the laws and regulations and submit suggestions to the board of directors for its reference in decision making. The operation of Compensation Committee is also in accordance with the Article 14-6, Securities and Exchange Act and Compensation Committee Charter of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter. (1) The Compensation Committee consists of 3 members.

  • (2) Current Term: From June 17, 2020 to June 16, 2023.

The Compensation Committee held two meetings in 2020. The qualifications and attendance of the Committee members are shown as follows:

46

Title Name Attendance in
Person		 By Proxy Attendance rate in
person(%)(Note
1)
Remarks
Convener LEE, TSUNG-PEI 2 0 100% re-elected
(Note 2)
M e m b e r YEH, KUANG-CHOU 1 1 50% re-elected
(Note 2)
M e m b e r GUAN, JYH-LIANG 2 0 100% re-elected
(Note 2)
Other noteworthy matters:
1. If the Board of Directors does not adopt or amend the recommendations of the
Compensation Committee, it shall state the date of the Board of Directors, the
term, the content of the proposal, the results of the resolutions of the Board of
Directors, and the company's handling of the opinions of the Compensation
Committee (if the compensation approved by the Board of Directors is better than
the recommendation of the Compensation Committee , the differences and
reasons should be stated): None.
2. If the members of the Compensation Committee have objections or reservations
and have records or written declarations to the resolutions, the Compensation
Committee should state the date, term, proposal content, all members' opinions
and the handling of members' opinions: None.

Note1:(1) If a member of the Compensation Committee resigns before the end of the year, the date of resignation should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Compensation Committee during the term of service and the actual number of attendance.

(2) Before the end of the year, if the Compensation Committee is re-elected, the new and old committee members should be listed, and the remarks column should indicate whether the member is old, new or re-elected and the date of re-election. The actual attendance rate (%) is calculated based on the number of meetings of the Compensation Committee during their employment and their actual attendance.

  • Note2: The company’s Board of Directors appointed members of the Compensation Committee on June 17, 2020, and three independent directors, Lee, Tsung-Pei, Yeh, Kuang-Chou, and Guan, JyhLiang, were re-elected as members of the company’s fourth Compensation Committee. The term is from June 17, 2020 to June 16, 2023.

47

5. Performance of Social Responsibilities

ormance of Social Responsibilities
Item Implementation Status Difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and reasons
Yes No Description
A. Does the Company follow materiality
principle to conduct risk assessment for
environmental,
social
and
corporate
governance topics related to company
operation, and establish risk management
related policy or strategy?
B. Does the Company have a dedicated (or
ad-hoc) CSR organization with Board
of Directors authorization for senior
management, which reports to the
Board of Directors?
C. Environmental topic
1. Does the Company establish proper
environment management systems
based on its industrial features?
2. Does the Company endeavor to utilize
all resources more efficiently and uses
renewable materials which have a low
impact on the environment?
3. Does the Company evaluate current and
future climate change potential risks
and opportunities and take measures
related to climate related topics?




V




V
V



V


 The BOD of the Company
approved Corporate
Social
Responsibility
Best
Practice
Principles on June 23, 2015.The
BOD of the Company approved
to
revise
Corporate
Social
Responsibility
Best
Practice
Principles on March 13, 2020.
The BOD of the Company
approved Corporate
Social
Responsibility
Best
Practice
Principles on March 13, 2020.
1. The Company does not produce
massive wastes and pollutants
and
the
manufacturing
procedures of products are
complied with the relevant laws
and
regulations
of
environments. The Company
has passed the certifications of
ISO9001:2000, BSCI WCA,
and Thailand Green Industry.
2. The Company uses all resources
efficiently by utilizing ERP
systems and emails and reduces
the massive usage of papers to
lower the impact on the
environment.
3. The Company doesn’t evaluate
current and future climate
change potential risks and
opportunities
and
take
measures related to climate






No major
differences



No major
differences








No major
differences





No major
differences

48

Item Implementation Status Implementation Status Implementation Status Difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and reasons
Yes No Description
4. Does the Company collect data for
greenhouse gas emissions, water usage
and waste quantity in the past two
years, and set energy conservation,
greenhouse gas emissions reduction,
water usage reduction and other waste
management policies?





V		 related topics. The Company
will improve this part in the
future.
4. The Company exercises and
executes the spirit of reducing
carbon footprint voluntarily by
saving energy, reducing the
emission of carbon and green
procurement and is concerning
the impact of environmental
changes
continuingly
and
established related strategy of
environmentalprotection.










No major
differences
C. Social Topic
1. Does the Company establish proper
management methods and procedures
in
accordance
with
the
relevant
regulations
and
the
international
conventions on human rights?
2. Has the Company set up an employee
complaint mechanism and proceed with
care?



V


V		 1. The ways that the Company
promotes
its
policies
and
procedures and communicates
with employees are open. The
employee brochure is made in
accordance with the Labor Law
and relevant regulations.
2. The supervisors of departments
and
the
human
resource
department are responsible for
employee complaints. Once
receiving the complaint, they
shall
proceed
with
care
immediately.		 No major
differences
No major
differences
3. Does the Company provide a safe and
healthy working environment for its
employees and organize training on
safety and health on a regular basis?		 V 3. The Company values the safe
and
healthy
working
environment
for
the
employees.
The
factory
management staff check and
patrol the working environment
regularly. The annual body
check is provided to achieve
the
responsibilities
of
employees’ safety and health.		 No major
differences

49

Item Implementation Status Difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and reasons
Yes No Description
4. Has the Company established an
effective competency development
career training program for
employees?
5. Does the Company’s product and
service comply with related regulations
and international rules for customers’
health and safety, privacy, sales,
labelling and set polices to protect
consumers’ rights and consumer appeal
procedures?
6. Does the Company set supplier
management
policy
and
request
suppliers to comply with related
standards
on
the
topics
of
environmental, occupational safety and
health or labor right, and their
implementation status?		 V






V






V		 4. The Company organizes annual
education training programs for
employees according to annual
education training calendar to
establish effective competency
development
career
for
employees.
5. The Company established
customer mailbox online and
customer service system on
official website to protect
customers’ equity.





No major
differences



No major
differences








No major
differences
6. The Company set up supplier's
assessment and management
regulations to make sure the
quality. Supplier's products
have to conform to ISO and
comply with environmental
protection, occupational safety
and health or labor rights
policy.
D. Does the Company refer to
international reporting rules or
guidelines to publish CSR Report to
disclose non-financial information of
the Company? Has the said Report
acquire 3rd certification party
verification or statement of
assurance?		 V The Company refer to the Rules
of Corporate Social Responsibility
Best Practice Principles for
TWSE/GTSM-Listed Companies
and the BOD of the Company
approved Corporate Social
Responsibility Best Practice
Principles on June 23, 2015.The
BOD of the Company approved
to revise Corporate Social
Responsibility Best Practice
Principles on March 13, 2020.
Didn’t acquire 3rd certification
party verification or statement of
assurance


No major
differences

50

Item Item Implementation Status Implementation Status Implementation Status Implementation Status Difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and reasons		 Difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
Companies and reasons
Yes No Description
E. If the Company makes its own corporate social responsibilities principles according to the Rules of
Corporate Social Responsibility Best Practice Principles for TWSE/GTSM-Listed Companies, please
state the differences:
The Company has established the “Corporate Social Responsibilities Principles” according to the Rules
of Corporate Social Responsibility Best Practice Principles for TWSE/GTSM-Listed Companies and
disclosed on the website. The “Corporate Social Responsibilities Principles” emphasizes that the
Company shall exercise the corporate social responsibilities and promote economics, social and
environmental and ecological balance and sustainable development, therefore, we will exercise and
execute the responsibilitiesgradually.
F. Other important information that helps understand the operation situation in terms of the corporate social
responsibilities:
Corporate Social Responsibility is the mixture of economic responsibility, legal responsibility, and
moral responsibility. Based on the Principles of Ethical Corporate Management, the Company starts
with the minor stuff, respect the human rights and employees’ rights, promotes the disclosure and
transparency of financial information, strengthen the relationships of stakeholders, protect the equity
of consumers, maintain fair competition, and strengthen anti bribery, and prevent corruption. For the
purpose to feedback to society and care for vulnerable groups, the Company has also hosted and
sponsored charities events in theseyears.
G. A clear statement shall be made if the corporate social responsibilities report of the Company passed the
inspection of relevant certification agencies:
The Company has passed quality certifications as following:
ISO9001:2000
TLS8001-2010
BSCI WCA
Certification of Thailand Green Industry
s of Implementation of IntegrityOperation
Item Implementation Status
Yes No
Description		 Difference from the Integrity
Operation Practice Principles
for TWSE/GTSM-Listed
Companies and reasons
No Description
A. Adopt integrity operation policy and
scheme
1. Does the Company adopt integrity
operation policy approved by the BOD
and clarify the integrity operation


V		 1.
The
“Integrity
Operation
Principles” has been adopted and
resolved
by
the
BOD
and


No major
differences

6. Status of Implementation of Integrity Operation

51

Item Implementation Status Implementation Status Implementation Status Difference from the Integrity
Operation Practice Principles
for TWSE/GTSM-Listed
Companies and reasons
Yes No Description
policy in its regulations and external
documents and the commitment of
board of directors and managers to
active implementation?
2. Does the Company establish a risk
assessment
mechanism
against
unethical conduct, analyze and assess
on a regular basis business activities
within their business scope which are
at a higher risk of being involved in
unethical conduct, and establish
prevention programs accordingly at
least include preventive measures
against
the
Ethical
Corporate
Management Best Practice Principles
for TWSE/GTSM Listed Companies
Paragraph 2, Article 7?
3. Does the company establish and
revise relevant policies which are
duly enforced to prevent unethical
conduct and provide implementation
procedures, guidelines, consequence
of
violation
and
complaint
procedures
in
such
policies
regularly?













V







V		 approved
in
Shareholders’
Meeting.
The
BOD
and
managerial
levels,
as
good
managers, exercise their duties
faithfully and execute business
based on the principles of
integrity.
2. The Company, in accordance with
the integrity operation policy,
strictly prohibits employees to
bribe or take bribes and offer illegal
political contributions. The internal
auditors
shall
check
the
implementation.
3. The Company command employees
to behave honestly and promote
that
they
shall
comply
with
Company
Act,
Securities
and
Exchange Act, Business Entity
Accounting
Act,
and
internal
control
regulations
of
the
Company,
and
other
relevant
regulations and laws of business
behaviors in every rally and
employee trainings.











No major
differences










No major
differences
B. Implementing integrity management
1. Does the Company assess the integrity
record of its business partners and set
faithful conduct policies in the terms


V		 1. The Company strictly prohibits
employees
to
conduct
any
dishonest business behaviors. The


No major
differences

52

Item Implementation Status Implementation Status Implementation Status Difference from the Integrity
Operation Practice Principles
for TWSE/GTSM-Listed
Companies and reasons
Yes No Description
and conditions of its contracts?
2. Has the Company set up exclusively (or
concurrently) dedicated units to be in
charge
of
corporate
integrity
operation and prevent unethical
conduct which report to and are
supervised by the Board of Directors
at least one time a year ?
3. Does the Company work out policies
to prevent conflicts of interest and
provide proper statement channels?		 V
V		 Integrity Operation Policy has
clearly indication.
2. The Company has set up the
President’s
secretariat
as
concurrently dedicated units to be
in charge of corporate integrity
operation
and
promote
the
integrity
operation
policy
aggressively.
3.
a. The “Integrity Operation Policy”
has listed the recusal system for
directors. If a director or a juristic
person that the director represents is
an interested party in relation to an
agenda item, when the relationship
is likely to prejudice the interest of
the Company, that director may
express his/her opinion and inquiry,
but
may
not
participate
in
discussion or voting on that agenda
item and shall recuse himself or






No major
differences












No major
differences
herself from the discussion or the
voting on the item and may not
exercise voting rights as proxy for
another director.
b.
The
statement
channel
is
implemented by each department in
accordance with its responsibilities
and scope, and directly to the
supervisor via email.





4. Has the Company established an
effective accounting system, internal
control system and audit by internal
auditors based on the results of		 V 4. The accountants of the Company
comply with relevant rules and
regulations and are audited by
independent CPAs as well as



No major
differences

53

Item Implementation Status Difference from the Integrity
Operation Practice Principles
for TWSE/GTSM-Listed
Companies and reasons
Yes No Description
assessment of the risk of involvement
in unethical conduct, devise relevant
audit plans and examine accordingly
the compliance with the prevention
programs or CPAs to put integrity
operation into practice?
5. Does the Company organize internal or
external trainings in the integrity of
business management regularly?






V		 internal auditors.
5.
The
Company
instructs
the
importance
of
integrity
in
newcomer education and also
propagandas the main contents and
prevention
ways
of
integrity
operation to employees irregularly.




No major
differences
C. Report System operating status
1. Has the company set specific report and
reward system to facilitate the report
cannel
and
assign
appropriate
specialist accepting to spot the reported
object?
2. Has the company set the standard
operating
procedures
and
related
nondisclosure
mechanisms
to
investigate reported matters?
3. Has the Company set follow-up
measures after investigations to protect
whistleblowers do not suffer for which
he or she reported?



V



V



V

1. The Company has set up the report
mailbox and has smooth report
channels. The supervisors of human
resource
department
are
responsible
for
the
reported
matters.
2.
The
discovery
of
dishonest
behavior can be reported directly to
the relevant supervisor or internal
auditor. The relevant information is
treated
confidentially.
After
verification, it is true and is
punished according to internal
regulations and relevant laws.
3. The Company has set measures to
protect whistleblowers do not
suffer for which he or she reported.




No major
differences







No major
differences


No major
differences
D. Enhance information disclosure
Does the company disclose the
information of implementation and
results of integritymanagement on its


V		 The company has disclosed the
information of integrity management
on its website and the MOPS

No major
differences

54

Item Implementation Status Implementation Status Implementation Status Difference from the Integrity
Operation Practice Principles
for TWSE/GTSM-Listed
Companies and reasons
Yes No Description
website and the MOPS?
E. If the company develops its own integrity operation rules according to the Integrity Operation Best
Practice Principles for TWSE/GTSM-Listed Companies,please state the differences: No difference.
F. Other important information for better understanding of the integrity operation: None.

7. Other Company-established corporate governance rules and regulations:

Major rules and regulations Query methods for disclosure
Articles of Association
Rules of Procedure for Shareholders’ Meetings
Rules of Procedure for Directors’ Meetings
Regulations of Acquisition or Disposal of Assets
Procedures for Lending Funds to Others
Procedures for Endorsements and Guarantees
Audit Committee Charter
Compensation Committee Charter
Corporate Governance Best Practice Principles
Corporate Social Responsibility Best Practice
Principles
Codes of Ethical Conduct
Ethical Corporate Management Best Practice
Principles
Insider TradingRules		 MOPS：
newmops.twse.com.tw
Home > Electronic Books > Shareholders’
meetings or
Home > Summaries> Corporate Governance
Official Website:
www.regaljewelrygroup.com
“Interested Parties”/ “major rules and regulations”

8. Other Important Corporate Governance Information:

  • a. The material stakeholders of the Company based on its operational attribute: employees, clients, suppliers, investors/shareholders

  • (1) Interests and rights of employees, care for employees The Company offers diversified ways of communication to let employees able to fully express their opinions in order to maintain a harmonious relationship between employers and employees. In learning development, the Company arranges educational training to elate professional working skills and encourages employees to continue learning and self-growth to protect employees’ rights in accordance with relevant laws and regulations.

  • (2) Relations with clients

The Company implements the corporate integrity operation in accordance with Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles, and Corporate Social Responsibility Best Practice Principles and offers clients diversified ways of communication to response clients’ needs.

55

  • (3) Relations with suppliers

    • The Company engages in sustainable development and evaluates suppliers strictly and cooperates with suppliers while requesting them to follow the Supplier Corporate Social Responsibility Code to promote corporate social responsibilities, such as green environmental protection, human rights of labors, morality, hygiene, safety, risk management as well as code of ethics to maintain long and stable cooperate relations.

  • (4) Rights of investors/shareholders

    • The Company has set up the spokesman and disclosed his contact information on the Company’s website. The spokesman is responsible to handle suggestions of shareholders and reply the problems of investors.

    • The Company implements the corporate integrity operation in accordance with Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles, and Corporate Social Responsibility Best Practice Principles. The Company values the relations with investors and hosts institutional investors’ conferences to strengthen timeliness and transparency of information disclosure and protect the rights of investors.

  • b. Please refer to List 1 of “ 3. The state of the company's implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such difference” for continuing education of directors, liability insurance for the Company’s directors, and continuing education/training related to corporate governance of managers.

56

  1. Status of Implementation of Internal Control System

  2. a. Statement on Internal Control

==> picture [451 x 657] intentionally omitted <==

57

  1. Regulatory Authorities’ Legal Penalties to the Company or Its Employees, and the Company’s Resulting Punishment on Its Employees for Violations of Internal Control System Provisions, Principal Deficiencies, and the State of Any Efforts to Make Improvements in 2018 and as of the Date of this Annual Report: None.

  2. Major Decisions of Shareholders’ Meeting and Board Meetings in 2018 and as of the Date of this Annual Report:

  3. a. Major Resolutions of Shareholders’ Meeting and Implementation Status:

Date Major Resolutions Implementation
Status
2017.06.22 1. Approved the 2016 Business Report and Financial
Report		 Completed
2.Approved theDistributionof 2016 earnings
3. Approved the Amendment to the Company’s
“Proceduresfor Acquisitionor Disposalof Assets”		 Revised according to
shareholders’
meeting’s resolution
4. Approved the Amendment to the Company’s “Articles
of Association”
5.Approved theissuance of Restricted Stock Awards Executing
6. Re-election of one director to fill the vacancy of the
Board of Directors		 Completed
7. Discussion to relieve the non-compete restriction of
thenewlyre-elected director
2018.05.28 1. Approved the 2017 Business Report and Financial
Report
2. Approved the Proposal for Distribution of 2017
earnings
3. Discussion on the Amendment to the Company’s
“Articles of Association”		 Revised according to
shareholders’
meeting’s resolution
2019.6.28 1. 2018 Business Report and Financial Report
2. Distribution of 2018 earnings
3. Amendment to the Company’s “Articles of
Association”
4. Amendment to the Company’s “Procedures for
Acquisitionor Disposalof Assets”
5. Amendment to the Company’s “Rules of Procedure
forShareholders’ Meetings”
6. Amendment to the Company’s “Procedures for
LendingFunds to Others”
7. Amendment to the Company’s “Procedures for
Endorsements and Guarantees”
8. Re-elect the 4th term of directors and independent
directors
9. Discussion to relieve the non-compete restriction of
thenewlyre-elected director
2020.6.17 1. 2019 Business Report and Financial Report Completed
2. Proposal of 2019 Earnings Distribution
3. Amendments to some provisions of the “Articles of
Association”		 Revised according to
shareholders’
meeting’s resolution
4. Amendments to the Company’s “Rules of Procedure
forShareholders’ Meetings”
5. Amendments to some provisions of the “Code of
Integrity Management” and “Guidelines for Operating
Procedures andBehaviors of IntegrityManagement”
6. Re-election of the 5th term of directors and
independent directors		 Completed

58

  1. Proposal about Removal of the company’s new directors’ restriction against Business Strife Limitation Clause

b. Major Resolutions of the Board of Directors and Implementation Status:

Date Major Resolutions Implementation
Status
2018.02.26
9thBoard
meeting in
3rdTerm		 1. Proposal of Business report, financial report 2017 and
business plan for 2018		 Approved in
shareholders’
general meeting in
2018
2. Proposal of 2017 Employees’ and Directors’
Compensation		 Approved in
shareholders’
general meeting in
2018
3. Proposal of Distribution of 2017 earnings Approved in
shareholders’
general meeting in
2018
4. Approved the statement of internal control system for
year 2017		 Completed
5. Approved the revision of “Organizational Procedures
of Compensation Committee”		 Completed
6. Approved the revision of “Procedures of the issuance
of Restricted Stock Awards 2017”		 Completed
7. Approved the Company’s and its subsidiaries’ CPA’s
public fee review for year 2018		 Completed
8. Approved the renewal of ERP system in Regal Jewelry
Manufacture Co., Ltd.		 Executing
9. Approved the time of 2018 general shareholders
meetings		 Completed the
announcement on
Feb.26,2018
2018.04.11
10thBoard
meeting in
3rdTerm		 1. Discussion on the Amendment to the Company’s
“Articles of Association”		 Approved in
shareholders’
general meeting in
2018
2. Proposal to add new discussion item in the
shareholders’ general meeting		 Executed and
Completed the
announcement
2018.05.10
11thBoard
meeting in
3rdTerm		 1. Approved the manager change and appointment and
salary compensation		 Executed and
Completed the
announcement
2. Approved the appointment of chairman of GIO VAN
GOGH (INTERNATIONAL) JEWELRY LIMITED		 Completed
3. Approved to relieve the non-compete restriction of the
managers		 Executed and
Completed the
announcement
4. Approved the financial report of Q1 2018. Executed and
Completed the
announcement
2018.08.14
12thBoard
meetingin		 1. Approved the financial report of Q2 2018. Approved and
Completed the
announcement

59

3rdTerm 2. Approved to ratify the Company to apply for credit
line to E.Sun Commercial Bank		 Completed
3. Approved the establishment of IHQ in Thailand. Executed and
Completed the
announcement
2018.11.12
13thBoard
meeting in
3rdTerm		 1. Approved the financial report of Q3 2018. Approved and
Completed the
announcement
2. Approved the internal auditing proposal of year 2019. Approved and
Completed the
announcement
3. Approved the evaluation of CPA's independence Completed
4. Approved the Company to invest and establish Linden
Integrated Co., Ltd. through Regal Jewelry
Manufacture Co.Ltd		 Completed
5. Approved the Company to invest and establish
Chaporo Co. Ltd.		 Completed
6. Approved the acquirement Elex Precise Co. Ltd. on
behalf of Chaporo Co. Ltd.		 Executing
7. Approved the Company to appoint the juristic person’s
representative		 Completed
8. Approved to relieve the non-compete restriction of the
newly re-elected directors		 Been listed in the
discussion item in
shareholders’
general meeting in
2019
9. Approved the application for credit line to Krung Thai
Bank Public Company Limited on behalf of Regal
JewelryManufacture		 Completed
10. Approved to share the credit line of E.Sun
Commercial Bank		 Cancelled in the
board meeting on
March 8, 2019
11. Approved the endorsements and guarantees for the
Company’s subsidiary, Gio Van Gogh (Shenzhen)
JewelryLimited
12. Approved to lending funds to the Company’s
subsidiary, Gio Van Gogh (Shenzhen) Jewelry
Limited
13. Approved the related operating procedures of
issuance of Restricted Stock Awards		 Completed
14. Approved the related operating procedures of open
collective investment accounts for employees.		 Completed
15. Approved the proposal to open account to E.Sun
Commercial Bank in Hong Kong		 Completed
16. Approved the revision the summary statement of the
current remuneration projects of the directors,
independent directors andmanagers ofthe Company.		 Completed
2019.03.08
14thBoard
meeting in
3rdTerm		 1. Approved the Proposal of Business report, financial
report 2018 and business plan for 2019		 Business report
and financial
report 2018 has
been listed in the
ratifications item
in shareholders’
general meeting in
2019 while
businessplan for

60

2019 is executing.
2. Approved the Proposal of 2018 Employees’ and
Directors’ Compensation		 Been listed in the
report item in
shareholders’
general meeting in
2019
3. Approved the Proposal of Distribution of 2018
earnings		 Been listed in the
ratifications item
in shareholders’
general meeting in
2019
4. Approved the statement of internal control system for
year 2018		 Completed
5. Approved the Company’s and its subsidiaries’ CPA’s
public fee review for year 2019		 Completed
6. Approved to cancel the proposal of sharing the credit
line of E.Sun Commercial Bank		 Completed
7. Approved to cancel the endorsements and guarantees
for the Company’s subsidiary, Gio Van Gogh
(Shenzhen) JewelryLimited		 Completed
8. Approved to cancel lending funds to the Company’s
subsidiary, Gio Van Gogh (Shenzhen) Jewelry Limited		 Completed
9. Approved to apply the credit line to Bank SinoPac
Hong Kong Branch		 Executing
10. Approved to amend the revision of certain articles in
the Company’s “Articles of Association”		 Been listed in the
discussion item in
shareholders’
general meeting in
2019
11. Approved to amend the revision of certain articles in
the Company’s “Regulations of Acquisition or
Disposalof Assets”
12. Approved the Revision to the Company’s “Rules of
Procedure for Shareholders’ Meetings”
13. Approved the Revision to the Company’s
“Regulations Governing Board of Directors' Meeting
Proceedings”.		 Been listed in the
report item in
shareholders’
general meeting in
2019
14. Approved to re-elect the 4thterm of directors in
shareholders’ general meeting in advance		 Been listed in the
election item in
shareholders’
general meeting in
2019
15. Approved the time of 2019 general shareholders
meetings		 Completed
16. Approved the related operating procedures for any
shareholder holding 1% or more shares to submit
proposals.		 Completed
17. Approved the related operating procedures for any
shareholder holding 1% or more shares to write a
roster for (independent) director by-election
candidates.		 Completed
18. Approved the proposal to add the check authority of
official seal user of Bank SinoPac Hong Kong.		 Completed
2019.05.13
15thBoard		 1. Proposal of manager’s appointment and compensation Completed

61

meeting in
3rdTerm		 2. Approved to relieve the non-compete restriction of the
managers		 Completed
3. Approved the financial report of Q1 2019. Approved and
Completed the
announcement
4. Proposal to amend the revision of certain articles in the
Company’s “Corporate Governance Best Practice
Principles”		 Completed
5. Proposal to amend the revision of certain articles in the
Company’s “Procedures for Lending Funds to Others”		 Been listed in the
discussion item in
shareholders’
general meeting in
2019
6. Proposal to amend the revision of certain articles in the
Company’s “Procedures for Endorsements and
Guarantees”		 Been listed in the
discussion item in
shareholders’
general meeting in
2019
7. Discussion on nomination of the list of candidates of
4th Term of directors and independent directors		 Been listed in the
candidates’ list in
shareholders’
general meeting in
2019
8. Proposal of removal the non-compete restriction
against the newly elected directors		 Been listed in the
other proposal in
shareholders’
general meeting in
2019
9. Proposal to add new discussion item in the
shareholders’ general meeting		 Completed the
announcement
2019.06.28
1stBoard
meeting in
4thTerm		 1.Proposalto elect4thtermchairman. Approved and
Completed the
announcement
2. Proposal to appoint 3rdterm Audit Committee’s
members
3. Proposal to establish 3rdterm Audit Committee’s
members
4. Adopt standard operating procedures for handling
requests made by directors		 Approved and
Declared the
announcement
2019.08.14
2ndBoard
meeting in
4thTerm		 1.Approved thefinancial report ofQ2 2019 Approved and
Declared the
announcement
2. Proposal of Accountant Supervisor change and
compensation
3. Proposal of 2018 Employees’ Compensation Approved and
Completed
4. Proposal of the Company withdrawal new shares for
employeerestricted stocks write offdate		 Approved and
Completed
5. Proposal of the Company establish subsidiary Completed on
October 18, 2019.
6. Proposal of the important subsidiary Jewelry
Manufacture Co., Ltd. increase the budget to renew
ERP		 Executing
7. Proposal of giving warrant to chairman to change
subsidiary’sname
8. Proposal of cancel resolution to acquire Elex Precise
Co.Ltd. onbehalfofChaporo Co.Ltd		 Approved and
Completed
2019.11.13
3rdBoard
meeting in
4thT		 1.Proposalofthefinancial report ofQ32019. Approved and
Completed the
announcement
2. Proposal of the Audit plan 2020
3.Proposalofthe evaluationofCPA'sindependence Completed
erm 4. Set up the Self-Evaluationor Peer Evaluationofthe Approved and

62

Board of Directors Executed
5. Proposal to increase funds to the Company’s
subsidiary, Gio Van Gogh (Shenzhen) Jewelry
Limited		 Executing
6. Proposal of the chairman of Reunite Inspiring Creation
Co., Ltd. appointment		 Approved and
Completed
2020.03.13
4thBoard
meeting in
4thTerm		 1. Proposal of Business report, financial report 2019 and
business plan for 2020		 Approved and
Executed
2. Proposal of 2019 Employees’ and Directors’
Compensation		 Been listed in the
report item in
shareholders’
general meeting in
2020
3. Proposal of Distribution of 2019 earnings
4. Proposal of the statement of internal control system for
year 2019		 Approved and
Completed the
announcement
5. Proposal of the Company’s and its subsidiaries’ CPA’s
publicfeereviewforyear 2020		 Approved and
Declared the
announcement
6. Proposal of the Company withdrawal new shares for
employeerestricted stocks write offdate
7. Proposal to increase funds to the Company’s
subsidiary,ReuniteInspiring CreationCo.,Ltd.		 Executing
8. Proposal of the application for credit line to Sino Pac
Bank HongKongBranch
9. Proposal to amend the revision of certain articles in the
Company’s“Articles of Association”		 Been listed in the
report item in
shareholders’
general meeting in
2020
10. Proposal to amend the Revision to the Company’s
“Rules of ProcedureforShareholders’ Meetings”
11. Proposal to amend “Ethical Corporate Management
Best Practice Principles” and “Procedures for Ethical
Management and GuidelinesforConduct”
12. Proposal to amend the Revision to the Company’s
“Regulations Governing Board of Directors' Meeting
Proceedings”.
13. Proposal to amend “Corporate Governance Best
PracticePrinciples”		 Approved and
Executed
14. Proposal to amend “Corporate Social Responsibility
BestPracticePrinciples”
15. Proposal to amend “Procedures for halt and
resumption applications”
16.Proposal to re-elect the 5thterm of directors in
shareholders’ general meeting in advance		 Approved and
Completed the
announcement
17. Proposal of the time of 2020 general shareholders
meetings
18. Proposal of the related operating procedures for any
shareholder holding 1% or more shares to submit
proposals.
19. Proposal of the related operating procedures for any
shareholder holding 1% or more shares to write a
roster for (independent) director by-election
candidates.
2020.05.07
5thBoard
meeting in
4thTerm		 1. Proposal to nominate a list of candidates for directors
and independent directors in the 2020 general
shareholders’ meeting.		 Been listed in the
report items in
general
shareholders’
meeting in 2020
2. Proposal about Removal of the company’s new
directors’ restriction against Business Strife Limitation
Clause.
3. New report items in the 2020general shareholders’ Approved and

63

meeting. Completed the
announcement
2020.05.11
6thBoard
meeting in
4thTerm		 1. Proposal that the Company will replace the financial
statement audit attest accountantfrom 2020.		 Approved and
Completed the
announcement
2. The company's financial report for the first quarter of
2020.
3. Proposal that the Company intends to apply for a credit
line toThe ShanghaiCommercial& SavingsBank.		 Executing
2020.06.17
1stBoard
meeting in
5thTerm		 1. Election of the fifth chairman of the Board of
Directors.		 Approved and
Completed the
announcement
2. Appointment of the members of the fourth
CompensationCommittee.
3. Proposal of the establishment of the members of fourth
Audit Committee.
4. Proposal that the Company intends to apply for a credit
linefrom Taishin International Bank.		 Approved and
Executed
5. Proposal that the Company intends to agree to increase
the authorizer of credit line of SinoPac Bank Hong
KongBranch.
2020.08.13
2ndBoard
meeting in
5thTerm		 1. The company's financial report for the second quarter
of 2020.		 Approved and
Completed the
announcement
2. Proposal that Company withdraw the cancellation base
date of RestrictedEmployee Stock Awards.
3. Proposal that the Company intends to apply for a credit
linefromCathay UnitedBank.		 Approved and
Executed
4. Proposal to revise some of the provisions of the
“BoardPerformanceEvaluation Measures”.		 Been listed in the
report items in
general
shareholders’
meeting in 2021
5. Proposal to revise some of the provisions of the
“Regulations ofthe CompensationCommittee”.
6. Proposal to amend to some provisions of the “Rules
forthe Scope of IndependentDirectors”.
7. Proposal to amend some of the provisions to the
“Organizational Rules oftheAudit Committee”.
8. Proposal to amend some of the provisions to the
“Rules of Procedures of Board of Directors”.
9. Proposal to amend to some provisions of the
“DirectorsElection Regulations”.
10. Proposal to amend some of the provisions to the
“Rules of Procedure for General Shareholders'
Meetings”.
11. Proposal about Removal of the company’s managers’
prohibition against Business Strife Limitation Clause.		 Been listed in the
other proposal in
general
shareholders’
meetingin 2021
2020.10.05
3rdBoard
meeting in
5thTerm		 1. Proposal that the Company intends to handle the
raising and issuance of the first Unsecured Convertible
CorporateBondsin R.O.C.		 Approved and
Executed
2. Ratification of the acquisition and disposal of
securities by Regal Plating Co., Ltd. (referred to as
RGP), the grandsonofthe company.		 Approved and
Completed the
announcement
2020.11.13
4thBoard
meeting in
5thTerm		 1. The company's financial report for the third quarter of
2020.		 Approved and
Completed the
announcement
2. Proposal about the company's 2021 Audit Plan. Approved and To
be announced at
the end ofthe year
3. Proposal about Independence Assessment of
company's attestingaccountants.		 Approved and
Executed

64

4. Proposal to amend some provisions of the “Code of
EthicalConductfor Directors andManagers”.		 Been listed in the
report items in
general
shareholders’
meetingin 2021
5. Proposal to amend some provisions of the “Measures
for Related Party and Group Enterprise Transactions”.
6. Temporary proposal about the Independent
Assessment Method of the company's attesting
accountants.		 Under
development
2020.12.15
5thBoard
meeting in
5thTerm		 1. In order to meet business needs and effectively use
funds, the Proposal that company intends to loan funds
to the subsidiary Regal Jewelry Manufacture Co., Ltd.
(referred to asRJM)		 Approved and
Executed
2. Discussion on the self-evaluation of the company’s
financial report preparation ability.		 Revised the
Management
Method of the
financial
statement
preparation
process. Please
refer to
Attachment 14.
(P77)
2021.03.19
6thBoard
meeting in
5thTerm		 1. 2020 business report, financial report and 2021
business plan.		 2020 business
report and
financial report
have been listed in
the report items in
2021 general
shareholders'
meeting
2021 business
plan has been
implemented
2. Proposal to Remuneration for employees and directors
in 2020.		 Been listed in the
report items in
general
shareholders’
meetingin 2021
3. Proposal to 2020 Earnings Distribution.
4. Proposal to 2020 Internal Control Statement. Approved and
Completed the
announcement
5. Proposal to Audit fees of accountants in Company and
its Subsidiaries in 2021.		 Implemented and
Completed the
announcement
6. In order to meet business needs and effectively use
funds, the Proposal that the Company intends to loan
funds toRegal Plating Co.,Ltd. (referred to asRGP)		 Executing
7. Proposal to amend some of the provisions to the
“Rules of Procedure for General Shareholders'
Meetings”.		 Been listed in the
report items in
general
shareholders’
meetingin 2020
8. Proposal to amend some of the provisions of the
“Methodsfor Loans to Others”.
9. Proposal to revise some of the provisions of the
“Management Measures for the Preparation Process of
FinancialStatements”.		 Approved and
Executed
10. Proposal to convene the company's 2021 General
Shareholders' Meeting.		 Approved and
Completed the
announcement
11. Proposal to intend to accept shareholder proposals
related matters who own more than one percent of
shares.

65

  1. Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions Passed by the Board of Directors during 2018 and as of the Date of this Annual Report: None.

  2. Resignation or Dismissal of Chairman, President, and Heads of Accounting, Finance, Internal Audit and R&D during 2019 and as of the Date of this Annual Report:

Title Name Effective date Dismissal date
Deputy Director, Finance
/ Accountant Supervisor		 HUANG, MING-
CHENG
2019/08/14		 2020/12/15

E. Information on CPA professional fees

  1. Range of Accountants’ Fees

of Accountants’
Fees
Fees
CPA’s FIRM Name Inspection period Remarks
KPMG LU, LI - LY CHANG, CHUN-YI Jan. 01, 2020 –
Dec. 31, 2020		 －
Unit: NT$00
Fee Item
Range		 Audit Fee Non-Audit Fee Total
1 Under 2 million － － －
2 2 million(included) ~ 4 million － － －
3 4 million(included) ~ 6 million 4,400 － 4,400
4 6 million(included) ~ 8 million － － －
5 8 million(included) ~ 10 million － － －
6 Over 10 million (included) － － －
  1. When non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any affiliated enterprise of such accounting firm are one quarter or more of the audit fees paid thereto, the amounts of both audit and non-audit fees as well as details of non-audit services shall be disclosed:

Unit: NT$000

Unit: NT$00
FIRM Name A u d i t
F
e
e		 N o n - A u d i t
F e e		 Inspection period
System design Commercial
registration		 Human
resources		 Others Subtotal
KPMG LU, LI - LY 4,400 Jan. 01, 2020 –

66

Dec. 31, 2020 CHANG, CHUN-YI

  1. When the FCM changes its accounting firm and the audit fees paid for the financial year in which the change took place are lower than those paid for the financial year immediately preceding the change, the amount of the audit fees before and after the change and the reason shall be disclosed: N/A

  2. If the audit fees are reduced by more than 10% compared with the previous year, the amount, proportion and reason for the reduction of audit fees should be disclosed:

Because the company must file a written accountant’s project review report within three years after listing, it is no longer necessary after the expiration of the 2019 period. Therefore, the expenses in 2020 reduced by 1,000 thousand dollars compared with 2019.

F. Alternation of CPA: None.

G. The Company’s chairman, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPA or at an affiliated enterprise: None.

67

H. Transfer & pledge of stock equity by directors, supervisors, managerial officers, and holders of 10% or more of company shares

1. Changes in shares of Directors, supervisors, managerial officers, and major shareholders

Title Name Year 2020

 Year 2020

 Year 2021 as of the Date
ofthisAnnual Report

 Year 2021 as of the Date
ofthisAnnual Report
Shareholding
Increase/Decrease		 Pledged Shares
Increase/Decrease		 Shareholding
Increase/Decrease		 Pledged Shares
Increase/Decrease
Chairman/
Major
shareholder		 Solar Jewelers GroupCorp. － － － －
Representative:
PHACHARAPON
PHAIBOONSUNTORN		 － － － －
Director Ausrine MarketingCorp. － － － －
Representative: LAI, CHIN-HO (Note
1)		 － － － －
Deputy
General
Managers,
Production
/Director		 Hyperion Trading Co., Ltd. － － － －
Representative:SARAYUTH
MUNGCHITVITSAVAKORN		 20,000 － － －
Deputy
General
Managers, Sales
/Director		 OrlogGlobal Co.,Ltd. － － － －

Representative: LIN, CHIU-I		 25,000 － － －
Director Unique Global Investment Inc. － － － －
Representative: LIN,CHIN-SAN － － － －
Director CDIB Venture Capital Corporation － － (Note 2)
Representative: YOUNG, KAI-CHARN － －
Director SU, CHUNG-PEI(Note 3) － － － －
Independent
Director		 LEE, TSUNG-PEI － － － －
Independent
Director		 YEH, KUANG-CHOU － － － －
Independent
Director		 GUAN, JYH-LIANG － － － －
General
Manager		 LIN, JU-YING 40,000 － － －
Accountant
Supervisor		 NARISSA KIEATBUNYARIT － － － －
Accountant
Supervisor		 HUANG, MING-CHENG (Note 4) － － － －

Note 1: Dismissed on June 17, 2020 Note 2: Dismissed on June 28, 2019 Note 3: Dismissed on June 17, 2019. Note 4: Resigned on December 15, 2020.

2. Share transfer with related parties: None.

3. Share pledges with related parties: None.

68

I. Information on relationships among the top ten shareholders

April 19, 2021; Unit: shares

Name Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shares Held
through Other
Parties Shares
held		 Shares Held
through Other
Parties Shares
held		 Name and Relationship between the Company's 10 largest
shareholders		 Name and Relationship between the Company's 10 largest
shareholders		 Remarks
Shares % Shares % Shares % Name Relationship with
representative
Solar Jewelers Group Corp. 13,760,000 35.85% ─ ─ ─ ─ (1) Arianna Investment Co., Ltd. (1) same person ─
Representative: PHACHARAPON
PHAIBOONSUNTORN		 925,800 2.41% ─ ─ 2,549,559 6.64% ─
Arianna Investment Co., Ltd. 2,549,559 6.64% ─ ─ ─ ─ (1) Solar Jewelers Group Corp. (1) same person ─
Representative: PHACHARAPON
PHAIBOONSUNTORN		 925,800 2.41% ─ ─ 2,549,559 6.64% ─
Cordelia Global Investment Co., Ltd. 1,655,203 4.31% ─ ─ ─ ─ (1) Morning Star Group Corp.
(2) Olivia Global Marketing Co., Ltd.
(3) Elemental Creation Inc.		 (1) first-degree relative
(2) first-degree relative
(3) second-degree relative		 ─
Representative: LIN, JU-YING 284,800 0.74% ─ ─ 1,655,203 4.31% ─
Hyperion Trading Co., Ltd. 1,463,682 3.81% ─ ─ ─ ─ ─ ─ ─
Representative: SARAYUTH
MUNGCHITVITSAVAKORN		 284,400 0.74% － － 1,463,682 3.81% ─
Ausrine Marketing Corp. 1,276,800 3.33% ─ ─ ─ ─ ─ ─ ─

69

Name Shareholding Shareholding Spouse & Minor
Shareholding		 Spouse & Minor
Shareholding		 Shares Held
through Other
Parties Shares
held		 Shares Held
through Other
Parties Shares
held		 Name and Relationship between the Company's 10 largest
shareholders		 Name and Relationship between the Company's 10 largest
shareholders		 Remarks
Shares % Shares % Shares % Name Relationship with
representative
Representative: LAI, CHIN-HO ─ ─ ─ ─ ─
─		 ─
Olivia Global Marketing Co., Ltd. 1,276,800 3.33% ─ ─ ─ ─ (1)Cordelia Global Investment Co., Ltd.
(2) Elemental Creation Inc.
(3) Morning Star Group Corp.		 (1) first-degree relative
(2) first-degree relative
(3) spouse		 ─
Representative: LIN HUANG, A-
YUAN		 ─ ─ 160,000 0.42% 1,276,800
3.33%		 ─
Morning Star Group Corp. 1,148,716 2.99% ─ ─ ─ ─ (1)Cordelia Global Investment Co., Ltd.
(2) Elemental Creation Inc.
(3) Olivia Global Marketing Co., Ltd.		 (1) first-degree relative
(2) first-degree relative
(3) spouse		 ─
Representative: LIN, PI-YUAN 160,000 0.42% ─ ─ 1,148,716
2.99%		 ─
CDIB Venture Capital Corporation 1,101,000 2.87% ─ ─ ─ ─ (1) CDIB Capital Creative Industries
Ltd.		 (1) same person ─
Representative: CHIU, TE-HSIN ─ ─ ─ ─ ─ ─ ─
Elemental Creation Inc. 989,123 2.58% ─ ─ ─ ─ (1) Morning Star Group Corp.
(2) Olivia Global Marketing Co., Ltd.
(3) Cordelia Global Investment Co.,
Ltd.		 (1) first-degree relative
(2) first-degree relative
(3) second-degree relative		 ─
Representative: LIN, CHIN-SAN 160,000 0.42% ─ ─ 989,123
2.58%		 ─
PHACHARAPON
PHAIBOONSUNTORN		 925,800 2.41% ─ ─ 2,549,559 6.64% (1) Solar Jewelers Group Corp.
(2) Arianna Investment Co., Ltd.		 (1)same person
(2)same person		 ─

Note: If abovementioned juristic person is also a director, the representative of the juristic person is the director or its representative is the appointed man of its juristicperson of first meeting of third-term B.O.D.; the rest of representatives are the authorized sign person of its own juristic person.

70

J. The total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the Company

Dec. 31, 2020 Unit: share; %

Shift in investment Investment by
the Company		 Investment by
the Company		 Investment by directors,
supervisors, managers, direct
or indirect controlgroups		 Investment by directors,
supervisors, managers, direct
or indirect controlgroups		 Combined
investment		 Combined
investment
Shares % Shares % Shares %
Regal Jewelry Manufacture Co., Ltd. 4,549,998 99.99 2 0.01 4,550,000 100.00
GIO VAN GOGH
(INTERNATIONAL) JEWELRY
LIMITED		 9,400,000 100.00 － － 9,400,000 100.00
Regal Management Solution Co., Ltd. 3,996,000 99.99 － － 3,996,000 99.99
Chaporo Co., Ltd. 3,500,000 70.00 － － 3,500,000 70.00
Reunite Inspiring Creation Co., Ltd. 4,500,000 100.00 － － 4,500,000 100.00
Regal Plating Co., Ltd. 127,500 51.00 － － 127,500 51.00
Linden Integrated Co., Ltd. 245,000 49.00 － － 245,000 49.00
GIO VAN GOGH (Shenzhen)
JEWELRY LIMITED		 (Note 1) 100.00 － － － 100.00

Note 1: GIO VAN GOGH (Shenzhen) JEWELRY LIMITED is a limited company, so there is no share.

71

IV. Information on Capital Raising Activities

A. Capital and shares

1. Sources of Capital

a. Process of Capital raising

Unit: 1,000 shares;NT$000 Unit: 1,000 shares;NT$000 Unit: 1,000 shares;NT$000 Unit: 1,000 shares;NT$000 Unit: 1,000 shares;NT$000 Unit: 1,000 shares;NT$000 Unit: 1,000 shares;NT$000
Year/Month Issued price
(NT$)		 Authorized Capital
Shares		 Paid-in Capital Remarks
Shares Amount
(NT$000)		 Shares Amount
(NT$000)		 Capital sources Property other than cash
offset by the number of
shares		 Others
Oct., 2014 10 0.001 0.000001 Established Established
－
0.001 0.000001
Dec., 2014 10 60,000 600,000 30,000 300,000 Share Exchange Share
Exchange		 －
Feb., 2015 25 60,000 600,000 32,000 320,000 Capital increase
bycash		 － －
Sept., 2016 83 60,000 600,000 33,920 339,200 Capital increase
bycash		 － －
Apr., 2017 66 60,000 600,000 38,160 381,600 Capital increase
bycash		 － －
Dec., 2018 0 60,000 600,000 38,500 385,000 new shares for
employee
restricted stocks		 － －
Aug., 2019 0 60,000 600,000 38,470 384,700 withdrawal new
shares for
employee
restricted stocks		 － －
Mar., 2020 0 60,000 600,000 38,400 384,000 withdrawal new
shares for
employee
restricted stocks		 － －
Aug., 2020 0 60,000 600,000 38,386 383,860 withdrawal new
shares for
employee
restricted stocks		 － －
  • b. Type of issued shares
April 19,2021 Unit: share April 19,2021 Unit: share April 19,2021 Unit: share April 19,2021 Unit: share
Type AuthorizedCapitalShares Remarks
Issued Outstanding Shares Non-issued Shares Total
Registered
Common Shares		 38,386,000 (Note 1) 21,614,000 60,000,000 －

Note 1: Including new shares for employee restricted stocks, 226,000 shares c. Information on shelf registration system: Not applicable.

72

2. Shareholder Structure

. Shareholder Structure . Shareholder Structure . Shareholder Structure . Shareholder Structure . Shareholder Structure . Shareholder Structure . Shareholder Structure
April 19,2021
Shareholder
Structure
Amount

Governments		 Financial
institutions		 Other
institutions		 Individuals Foreign
institutions &
individuals		 Total
Members － 2 152 9,572 29 9,755
Total shares held － 9,000 2,452,156 7,911,241 28,013,603 38,386,000
Percentage － 0.02% 6.39% 20.61% 72.98% 100%

3. Distribution of Shares

a. Distribution of common shares

Distribution of common shares Distribution of common shares Distribution of common shares Distribution of common shares
April 19,2021
Shares No. of shareholders Total Share held Percentage
1～999 8,694 19,271 0.05%
1,000～5,000 792 1,592,314 4.15%
5,001～10,000 129 985,945 2.57%
10,001～15,000 36 464,000 1.21%
15,001～20,000 19 351,000 0.91%
20,001～30,000 19 460,000 1.20%
30,001～50,000 21 880,000 2.29%
50,001～100,000 16 1,168,270 3.04%
100,001～200,000 9 1,419,000 3.70%
200,001～400,000 6 1,850,400 4.82%
400,001～600,000 1 406,000 1.06%
600,001～800,000 － － －
800,001～1,000,000 5 4,558,040 11.87%
Over 1,000,001 8 24,231,760 63.13%
Total 9,755 38,386,000 100.00%

b. Preferred Shares: None.

73

4. List of major shareholders

April 19, 2021 Unit: share

4. List of major shareholders
 April 19,2021 Unit: share
Shares
Name of majorshareholders
Shares Held		 Shareholdings (%) Nationality or registration place
Solar Jewelers Group Corp. 13,760,000
35.85%
Samoa
Arianna Investment Co., Ltd. 2,549,559
6.64%
Seychelles
Cordelia Global Investment Co., Ltd. 1,655,203
4.31%
Samoa
Hyperion Trading Co., Ltd. 1,463,682
3.81%
Seychelles
Ausrine Marketing Corp. 1,276,800
3.33%
Seychelles
Olivia Global Marketing Co., Ltd. 1,276,800
3.33%
Samoa
Morning Star Group Corp. 1,148,716
2.99%
Seychelles
CDIB Venture Capital Corp. 1,101,000
2.87%
Republic of China
Elemental Creation Inc. 989,123
2.58%
Seychelles
PHACHARAPON PHAIBOONSUNTORN 925,800
2.41%
Thailand

74

  1. Information on Market Price, Net Worth, Earnings Per Share, Dividend, and relevant information

Unit: NT$; shares


information




Unit: NT$;shares
Item Year
Year 2019		 Year 2020 Until April 19,
2021(Note 8)
Market Price
Per Share
(Note 1)		 Highest 57.3 34.95 28.05
Lowest 27.5 17.15 22.85
Average 36.83 28.87 25.09
Net Worth
Per Share
(Note 2)		 Before distribution 23.14 24.14 23.37
After distribution 23.14 － －
Earnings
per share		 Weighted average shares 38,160,000 38,169,597 38,273,000
Earningsper share (Note 3)
(3.83)		 2.31 0.34
Dividends
per
share		 Cash dividend (Note9) 0.5 (Note10) －
Stock
Dividends		 － － － －

－		 － － －
Accumulated
Unappropriated
Dividends(Note4)		 － － －
Investment
return analyses		 P/E ratio (Note5) － 12.19 －
Price-dividend ratio (Note
6)		 － 56.34 －
Cash dividend yield (Note
7)		 － 1.77% －

  • *If shares are distributed in connection with a capital increase out of earnings or capital reserve, further disclose information on market prices and cash dividends retroactively adjusted based on the number of shares after distribution

  • Note 1: State the highest and lowest market prices for the common stock and calculate the average market price for each year based on the turnover value and volume of each year.

  • Note 2: Please apply the quantity of stock already issued at the end of the year and specify based on the allocation resolved by the shareholders’ meeting of next year.

  • Note 3: If it is necessary to make adjustment retroactively due to distribution of bonus shares, please state the earnings per share before and after the adjustment.

  • Note 4: If the equity securities issuance terms and conditions provide that the stock dividend unallocated in the year may be accumulated until the year in which earnings allocable are generated, please disclose the accumulated stock dividend remaining undistributed until the then year.

  • Note 5: Price / Earnings Ratio = Average Market Price / Earnings per Share

  • Note 6: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share

  • Note 7: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price

  • Note 8: The information of net worth per share and earnings per share should be the latest quarter up to the date of publication of this annual report and reviewed and audited by the CPAs. The rest columns should be filled in annual data up to the date of publication of this annual report

  • Note 9: There is no surplus distribution in year 2019

  • Note 10: Approved by the Board of Directors on March 19, 2021

6. Dividend Policy and Execution Status

Disclose the dividend policy adopted in the Company's Articles of Association, as well as the dividend distributions proposed at the most recent shareholders' meeting.

a. Dividend Policy in the Company's Articles of Association

75

The Company operates in a market for specific demands and customized products and is in the growth stage. The Board shall prepare the dividend proposal by taking into account the profit of the year, overall development, financial plans, capital need, projection of the industry and the Company's prospects and so on and submit the proposal for the Members' approval. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, if there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year:

  • (1) a reserve for payment of tax for the relevant financial year;

  • (2) an amount to offset losses incurred in previous years;

  • (3) ten percent (10%) as reserve ("Statutory Reserve"); and

  • (4) a special surplus reserve as required by the applicable securities authority of the R.O.C. under the Applicable Public Company Rules.

If there should be any remaining profits, subject to the discretion of the Directors, after combining all or part of the accumulated undistributed profits in the previous years and the reversed special surplus reserve, the combined amount shall be allocated as dividends to the Members in proportion to their shareholdings. Subject to the Law and the Applicable Public Company Rules and unless otherwise resolved by the Board and the Members, and after having considered the financial, business and operational factors of the Company, the dividends shall not be less than fifty percent (50%) of profit after tax of the relevant year. The distribution may be made by way of cash dividends or by way of stock dividends or a combination thereof, provided that, the cash dividends shall not be less than thirty percent (30%) of the total amount of dividends payable.

The dividends’ distribution in 2019 is as following:

Unit: NT$
Items Year 2019
Earnings pershare NT$ (3.83)
Cash dividendsper share －
Amount of cash dividends －
Dividend Payout Ratio －

Note: No dividends were distributed due to the losses in 2019.

b. Proposal recommending distributing dividends:

  - The 2020 earnings distribution proposal was resolved by the company’s Board of Directors on March 19, 2021 to distribute a cash dividend of NT$ 0.5. The Board of Directors will authorize the chairman of the board to set the ex-dividend base date, issuance date and other related matters, and submit it to General Shareholders' Meeting for recognition on June 22, 2021.

  • c. Forecast of the major change of dividends’ policy: None.

  • Impact of planned issuance of bonus shares on the Company’s business performance and earnings per share:

    • The company does not disclose financial forecast information for 2021, and there is no issuance of bonus shares this time, so it is not applicable.

76

  1. Remuneration to employees, directors, and supervisors (the Company needs no supervisors) a. Rate or range on remuneration to employees, directors, and supervisors, as set forth in the Company’s Articles of Association: According to the Article 14.4 of the Articles of Association, if there is profit for the year, the Company shall set aside no less than one percent (1%) of the pre-tax profit as employee compensation and no more than three percent (3%) of the pre-tax profit as compensation for the Directors. However, if the Company has accumulated losses in previous years, it shall reserve an amount of the pre-tax profit for offsetting the accumulated losses. The employee compensation referred to in this Article 14.4 shall be distributed in the form of stock or cash and may be distributed to employees of the Company's Subsidiaries, if such employees satisfy certain qualifications as may be resolved by the Board from time to time.

  2. b. The estimation basis of the remuneration amount to employees, directors, and supervisors for the current period; the estimation basis of the number of shares of stock dividend to employees; and the accounting treatment of the discrepancy, if any, between the actual distributed amount of employees’ stock bonus and estimated figure thereof:

    • The estimated compensation for employees and directors in the current period is consistent with the actual distribution. If there is any profit in the current year, no less than 1% shall be allocated for employees' remuneration, and no more than 3% shall be allocated for directors’ remuneration. However, when the company has accumulated losses, it shall reserve the compensation amount in advance. Remuneration for employees in the preceding paragraph can be paid in stocks or cash, and the recipients include employees of affiliated companies who meet certain conditions. If there is a difference between the actual distribution amount and the estimated amount, it shall be dealt with according to the accounting change, and the effect of the change shall be recognized as the profit or loss of the next year.

  3. c. Information on any approval by the board of directors of distribution of compensation:

    • (1) The amount of any employee compensation distributed in cash or stocks and compensation for directors and supervisors. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed: On May 12, 2021, the company’s Board of Directors approved a cash payment of NT$ 359,798 for employees’ remuneration and 0 for directors’ remuneration. It is planned to be paid in cash after the report at the General Shareholders' Meeting. There is no difference between proposed amount and estimated amount of remuneration for employees and directors mentioned above.

  4. (2) The amount of any employee remunerations distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee remuneration: No allotment of stocks to employees.

  5. d. The actual distribution of employee, director, and supervisor remuneration for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor remuneration, additionally the discrepancy, cause, and how it is treated:

  6. The company's Board of Directors on March 13, 2020 resolved that the loss to be made up for 2019 was NT$ 81,256 thousand and not to be distributed, and there was no difference.

  7. Share repurchases: None

77

B. Section on Corporate Bonds:

Situation of Corporate Bonds

Note 1 ： The handling of corporate bonds includes public and private corporate bonds in the process of handling. Public company bonds under processing refer to those that have become effective (approved) by the

Types of Corporate Bonds
（Note 2）		 Types of Corporate Bonds
（Note 2）		 the first unsecured convertible corporate bonds
（Note 5）


Issue（processing）Date 2020/12/02
Face Value 100,000 NTD
Issuance and Trading Location
（Note3）		 Not applicable
Issue Price 100.5(Issues at Premium)
Total amount 251,250 (NTD thousands)
Interest Rate 0%
Duration 3years, MaturityDate:2020/12/02-2023/12/02
Guarantee agency No
Trustee Taishin International Bank Co. Ltd.
Underwritingagency TaishinSecurities Co.,Ltd.
Attestinglawyer CHIU,YA-WEN
AttestingCPA LU,LI - LY、KUAN,CHUN-HSIU
Repayment method repaid in cash according to face value of the bond at
maturity
Outstanding principal 250,000(NTD thousands)
Redemption or Prepayment clause handle in accordance with the company's “Issuance and
Conversion Measures of Convertible Corporate Bond”
Restriction clause（Note 4） No
Name of the credit rating Agency,
Rating date, Results of corporate bond
rating		 No
Other
Rights		 Amount
of
converted
(exchange
or
subscription) ordinary shares, overseas
depositary receipts or other securities as of
the publication date of the annual report


No conversion as of the publication date of the
annual report on April 19th, 2021
Issuance and conversion (exchange
or subscription) method		 refer to the issuance and conversion measure of the first
unsecured convertible corporate bonds in R.O.C.
Issuance and conversion, exchange or subscription
methods, possible dilution of equity and the impact on
existing shareholders’ equity due to issuance
conditions		 according to current conversion price of 30.5 NTD, if all the
bonds are converted into ordinary shares, 8,196,721 shares
need to be issued, and impact on shareholders is still limited.
Exchange subjects, Entrusted custody,
Institution name		 Not applicable

meeting; private company bonds under processing refer to those that have been approved by the Board of Directors.

Note 2 ： The number of fields will be adjusted according to the actual number of transactions.

78

Note 3 ： For those who belong to overseas corporate bonds

  • Note 4 ： Such as restricting the distribution of cash dividends, foreign investment or requiring the maintenance of certain assets, etc.

Note 5 ： If it is a private placement, it should be marked in a prominent way.

  • Note 6 ： For those belong to convertible corporate bonds, exchangeable corporate bonds, corporate bonds under shelf registration or corporate bonds with warrants, they should be disclosed in a tabular format according to characteristics and then disclose relative information.

Data of Convertible Bond

Data of Convertible Bond Data of Convertible Bond
Types of Corporate Bonds（Note 1） the first unsecured convertible corporate bonds
Year
Items
Year		 Year 2020 Current year until April
19th, 2020（Note 4）
Price of
Convertible
Corporate
Bonds
（Note 2）		 Highest 106.95 101.95
Lowest 100.5 95
Average 102.73 97.72
Conversion price 30.5 30.5
Issuance (transaction) date and conversion
price at the time of issuance
Issued date：December 2nd, 2020
Conversion price when issued：30.5 NTD
Method of fulfilling the conversion
obligation（Note 3）		 by issuing new stocks by issuing new stocks

Note 1 ： The number of fields will be adjusted according to the actual number of transactions.

Note 2 ： If there are multiple trading locations for overseas corporate bonds, they will be listed separately according to the trading locations.

Note 3 ： Delivery of issued shares or issuance of new shares

Note 4 ： The data for the current year as of the publication date of the annual report should be filled in.

C. Preferred Share: None.

  • D. Global Depository Receipts (GDR): None.

  • E. Subscription of warrants for employees: None.

79

F. Subscription of new shares for employee restricted stocks has been approved by Financial Supervisory Commission (Ref. No.1060048873)

F. Subscription of new shares for employee restricted stocks has been approved by Financial Supervisory
Commission (Ref. No.1060048873)
1.		 F. Subscription of new shares for employee restricted stocks has been approved by Financial Supervisory
Commission (Ref. No.1060048873)
1.
April 19,2021
Type of new restricted employee shares (Note 1) First grand
new restricted employee shares
Date of the effective registration Dec. 21, 2017
Issued date(Note 2) Dec. 14, 2018
Number of new restricted employee shares issued 340,000 shares
Issuedprice distributed gratuitously
New Restricted Employee Shares as a
Percentage ofSharesIssued		 0.89%
Vesting conditions of new restricted employee shares
Based on individual performance assessment.
If the employees are still on duty and the personal performance of the
year are at least or more than A as well as the employee has followed
the relevant working rules of the Company, the ratio for the employees
to acquire new restricted employee shares is as follows:
One year after issuance: 0% of acquired shares;
Two years after issuance: 50% of acquired shares;
Three years after issuance: 50% ofacquired shares.
Restricted rights of new restricted employee shares 1. Those who have voluntarily quit their jobs, dismissed, repatriated,
retired, paid a leave of absence, or transferred to a related
corporation within three years from the date of acquisition, have
previously been allocated a share that has not yet been acquired,
and the Company will redeem the shares gratuitously.
2. Employees whose personal performance of any year are below A
within three years from the date of acquisition have previously been
allocated a share that has not yet been acquired, and the Company
will redeem the shares gratuitously.
3. Allotment of interest in the vested period: The Company shall
distribute to employees gratuitously.
4. If the employee violates this Article, subparagraph 7 before meeting
the venting conditions, the Company will redeem the shares
gratuitously.
5. Those who are unable to continue to serve due to physical disability
caused by occupational disasters have previously been allocated a
share that has not yet been acquired. From the effective day of
resignation, the employee, considered that he/she has met the
venting conditions, can gain 50% of shares in accordance of the
regulations of which the Company will redeem another 50% of
the shares gratuitously.
6. For those who die caused by occupational disasters or general,
the employee who have previously been allocated a share that has
not yet been acquired, upon his/her death, after the day of happened,
his/her heir considered that the employee has met the venting
conditions, can acquire the shares after completing legal procedures
and supply relevant documents in accordance with relevant
provisions on inheritance of civil law and “Regulations Governing
theAdministrationofShareholderServices of Public Companies.”
Custodystatus of new restricted employee shares custodial trust of the shares
Measures to be taken when employees fail to meet
the vesting conditions
Those who have voluntarily quit their jobs, dismissed, repatriated,
retired, paid a leave of absence, or transferred to a related corporation
within three years from the date of acquisition, have previously been
allocated a share that has not yet been acquired, the Company will
redeemthe shares gratuitously.
Total number of already-issued new restricted
employee sharesredeemed orbought back
114,000 shares
Number of Released New Restricted Employee
Shares
113,000 shares

80

NumberofUnreleased NewRestricted Shares 113,000 shares
Ratio of Unreleased New Restricted Shares to Total
Issued Shares (%)
0.29%
Impact to shareholders’ equity The impact on Earnings Per Share for 2017-2020 is approximately 0,
NT$0.01, losses in 2019, and NT$0.003, respectively. The impact on
the company's Earnings Per Share is limited, so there is no
significantimpact onshareholders'equity.
Note 1: the columns could be adjusted based on the times of issuance
Note 2: if the issued dates are different, they should be listed on different columns.
Note 3: number of issued shares: 38,386,000.
  1. Names and acquisition status of managerial officers who have acquired new restricted employee shares and of employees who rank among the top ten in the number of new restricted employee shares acquired, cumulative to the date of publication of the annual report.
April 19, 2021 Unit: thousand shares April 19, 2021 Unit: thousand shares April 19, 2021 Unit: thousand shares April 19, 2021 Unit: thousand shares April 19, 2021 Unit: thousand shares April 19, 2021 Unit: thousand shares April 19, 2021 Unit: thousand shares April 19, 2021 Unit: thousand shares
Title Name Number of new restricted employee shares
acuisition		 q
Ratio of new restricted employee shares acquisition		 Released New
Restricted Shares		 Unreleased New
Restricted Shares
Number of released New Restricted Shares Issued price
Issued amount		 Ratio of released New Restricted Shares to
Total Issued Shares
Number of Unreleased New Restricted
Shares		 Issued date Issued amount Ratio of Unreleased New Restricted Shares
to Total Issued Shares
Manager CEO/General Manager LIN,JU-YING 182 0.47 91 distributedgratuitously
-		 0.24 91 distributedgratuitously
-		 0.24
Deputy General
Manager, Sales		 LIN, CHIU-I
Deputy General
Manager, Production		 SARAYUTH
General Manager,
Regal Holding Co.,
Ltd. Taiwan Branch		 LI, WEN-HSIUNG
Assistant, Vice
Chairman		 PAN, PIN-SHENG 44 0.11 22 distributed gratuitously
-		 0.06 22 distributed gratuitously
-		 0.06
Auditor Supervisor WONG, HON-FEI
Finance Director NARISSA
KIEATBUNYARIT

  • G. Issuance of new shares due to acquisition of shares of another company: None.

  • H. Implementation of fund usage plan: None.

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V. Overview of Business Operations

A. Description of the business

1. Description of the business

  • a. Scope of business

The Company is a holding company and the major subsidiary, Regal Jewelry Manufacture Co., Ltd., has the actual operating function. Regal Jewelry Manufacture Co., Ltd. focuses on the design, manufacture, and sales of jewelry and accessories. Regal Plating Co., Ltd. focuses on the jewelry plating.

b. Operational proportion

Unit: NT$000; %

Year
Major products		 Year 2019 Year 2019 Year 2020 Year 2020
Amount % Amount %
design, manufacture, and sales
ofjewelryand accessories		 1,432,918 79.20 1,631,729 92.42
Jewelry plating 376,379 20.80 133,828 7.58
Total 1,809,297 100.00 1,765,557 100.00
  • c. Current product items

The Company designs, manufactures, and sales jewelry, such as pendants, rings, wristbands, earrings, bracelets, necklaces, cufflinks, and pins, made of 925 sterling silver, 9k to 24k gold, and brass and alloy.

  • d. New products and services to be developed

In the past, people are used to treat jewelry as meaningful products for inheritance or holiday souvenirs. The more expensive the jewelry is, the more meaningful it is for people. However, with the change of fashion trends, jewelry is evolved into a product that is personalized, trend-oriented, and people’s expectations. The Company always values the skills of manufacturing jewelry and continuously innovates new prospects. In addition to accumulating experience and knowledge in manufacturing jewelry, the Company participates in major jewelry fairs and seizes the trends of international markets by media, such as newspapers and magazines in order to manufacture trend-oriented and personalized products. The directions of future products’ development are as following:

  • i. Fashionable products: silvers, pendants, rings, wristbands, earrings, bracelets, and necklaces that meet with the trend of the future. Develop convertible combination personalized jewelry, new metal jewelry style, and products of setting-stone-on-wax series.

  • ii. Themed products, like silver, earrings, necklaces, and bracelets.

  • iii. Brand cooperation: through authorization of brands, co-design and manufacture featured jewelry products and distribute sales in Asia markets.

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  • iv. Strategic cooperation: Cooperate with different types of downstream clients to increase the sales channels.

  • v. Own brand: The Company accumulated the fashion tendency about jewelry for many years and developed own brands to provide fashion jewelry productions series by catching target audience and market positioning. We also use unique design style, unique brand image, warm customer service and channel partners’ cooperation to build loyal customers of our company’s brand.

  • Overview of the Industry

  • a. Current status and development of the industry

  • (1) Overview of the jewelry industry

In early days, jewelry was positioned as a rare, precious, and unique culture property. The jewelry not only symbolizes status and wealth, but also carries with human’s emotions and thoughts. However, for modern customers, using jewelry to beautify life has becoming a fashionable way. Wearing jewelry is not only represented personal style, fashion, and trends, but also with practical and aesthetic. Recently, with the rotation of the era wheel and popularity of mobile technology, the jewelry industry has well market development. The profits of jewelry brands are mostly from low price products with designs instead of precious gems products with high value. Therefore, to gaining a price advantage for profit is crucial for jewelry brands. The brand shall have not only uniqueness and high-quality image but also the price-set capabilities to attract general consuming market. In the global jewelry markets, the competitions between small and major participants are fierce. The major participants make sure their long-term status in the jewelry market by some critical strategies (such as strategical acquisition and mergers, products innovation, partnerships, joint ventures, and expansion of territory.) The most important strategy is to build jewelry brands by means of cooperation or mergers and acquisitions to enhance added value.

  • (2) The Status of Jewelry Brand Development

  • A. Definition of jewelry boutique industry

According to the 2016 Global Industry Classification Standard (GICS) compiled by Morgan Stanley (MSCI) and Standard & Poor's (Standard & Poor's), the full name of the boutique industry is "Apparel, Accessories & Luxury Goods), its main products include designer handbags, wallets, suitcases, jewelry and watches, etc. Among them, the fine jewelry products was defined as the products produced by the original unpolished gems, precious metals or other items are designed, processed, produced and packaged. Jewelry was positioned as rare and precious with unique cultural attributes in the earlier, not only symbolizing status and wealth, but also carrying human emotions and thoughts. As time goes by, modern consumers using jewelry to beautify their lives has become a representative of fashion, and wearing jewelry is also regarded as personal style, fashion and trend, as well as practicality and aesthetics. In recent years, with the aid of technology, jewelry has become more meticulous and it’s available for collection as artwork.

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Therefore, the jewelry industry is no longer a traditional handicraft industry, but a boutique industry that can give life to jewelry and provide personal taste at the same time, it not only needs a brand with a sense of design, uniqueness and high-quality image, but also needs to have the pricing power to attract the general consumer. The global jewelry market is dominated by fierce competition between small and major players, the major players adopt some key strategies (such as strategic acquisitions and mergers, product innovation, partnerships and joint ventures, and regional expansion, etc.) to maintain its position in the jewelry market for a long time, and to build a jewelry brand through cooperation or mergers and acquisitions to enhance added value is the mainly strategy.

B. Luxury industry overview

According to the "2019 Luxury Goods Worldwide Market Study" released by Bain & Company in February 2020, the scale of the global luxury market grew by 4% in 2019, to EUR 1,268 billion. Bain subdivides the global luxury market into nine items, including personal luxury goods, luxury cars, luxury hospitality, fine wines & spirits, gourmet food & fine dining, high-end furniture & housewares, fine art, private jets and yachts, and luxury cruise, led by luxury cars, luxury hospitality and personal luxury goods, which together account for more than 80% of the total market.

The Scale of Worldwide Luxury Market

==> picture [395 x 145] intentionally omitted <==

Source: Bain & Company (2020.02)

The market for personal luxury goods reached EUR 281 billion in 2019, representing 4% growth. When it comes to categories within personal luxury goods, apparel and beauty goods continued to make up the bulk of global luxury purchases, followed by leather goods, watches, jewelry and shoes. Among them, jewelry grew at 12%, stood out as the outperformers, followed by leather goods, also grew at 11% in 2019.

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The Scale of Global Personal Luxury Goods Market

==> picture [399 x 192] intentionally omitted <==

Source: Bain & Company (2020.02)

Global Personal Luxury Goods Market, By Product Category

==> picture [393 x 187] intentionally omitted <==

Source: Bain & Company (2020.02)

In terms of worldwide market regions, Europe remain a core region for personal luxury goods, accounts for 31% of the market; Asia was confirmed as a growth engine with 17% highest growth in the world by governmental policies and a shift in Chinese consumer flows repatriating spending, accounts for 26% of the market; With an overall market size of EUR 84 billion, the Americas also remain a core region for personal luxury goods, a strong economy drove up disposable income and consumer confidence, which fueled local consumption, resulting in a continued growth trajectory of 5%.

85

Share of Global Personal Luxury Goods Market, By Region

==> picture [433 x 226] intentionally omitted <==

Source: Bain & Company (2020.02)

The growth momentum of the global luxury goods industry mainly comes from the rise of China, tourism business opportunities, product price strategies, government policy support, product personalization, and the rise of e-commerce. These elements promote the rapid growth of the market, including women’s shoes and apparel, jewelry, cosmetics, and bags. Meanwhile, millennial consumers have gradually become the target of the market. According to World Data Lab's surveys, the overall annual income of millennials born between 1980 and 1990 has reached 12.88 trillion U.S. dollars in 2018, officially surpassing other generations. Ogilvy & Mather has released a research report on the new Chinese generation's consumption of luxury brands, pointing out that Chinese millennials have a huge desire to buy luxury goods. The research also reports that the proportion of China's total consumption by 19-30 year olds will increase from the 45% in 2016 to 53% in 2020. The millennial generation’s strong consumption power is attracting the attention of businesses, causing the luxury goods industry to accelerate its tilt towards the millennial generation. As such, most businesses are positioning their target consumers at the age of 18-30. Even though the 20-year-old consumer group is not the richest, most of them are funded by their parents and elders. Many young people have a strong spending power on high-priced goods and are willing to invest money in fashion and luxury goods. They also pay attention to fashion and trends, pursue personalized expressions, and do not necessarily buy "classic models". Instead, they prefer to pursue products that match their own tastes and styles. Therefore, luxury goods businesses are constantly changing and rapidly launching trendy products with lower prices to meet the preferences of millennial consumers. Bain & Company estimates that the global personal luxury goods market will in a continued growth trajectory of 3% to 5% per year through 2025, for a total market value of EUR 335 billion to EUR 375 billion.

86

C. Jewelry market overview and development

Jewelry is one of the personal accessories with a long history, whether it's luxurious diamond necklace or a simple charm bracelet, jewelry let the wearer immediately show their personal style and confidence. The jewelry market revenue mainly comes from China, followed by the United States, India and Japan. The Grand View Research report pointed out that the market value of global jewelry products in 2019 was USD 301.1 billion, and it will maintain a steady growth trend in the next five years. Also, it’s estimated that the overall market value will reach USD 480.5 billion in 2025.

2018-2025 Global Jewelry Market Value

==> picture [386 x 228] intentionally omitted <==

Source: Grand View Research; Statista (2020.02)

In terms of product categories, jewelry products can be divided into four main categories: necklaces, rings, earrings, bracelets (chains) and others. According to the Statista report, necklaces and rings are the bulk of the market share in 2018, both of which accounted for the total is about 31%, earrings account for about 19%, and bracelets account for about 17%. Necklaces and rings are the most common products during the wedding, also show up high demand on engagement or commemorative festivals, and diamond-encrusted necklace sets are usually expensive among them. In addition, due to the increasing purchasing power of consumers, pendants, rings and earrings are often used as gifts. Meanwhile, men's rings and earrings are becoming more popular, and consumers are interested in the complex design and details of the ring. With the diversification of the needs of the younger generation consumers for product design, the combination of trends and fashion elements continues to promote various product lines. Bracelet is another popular product. Unlike bracelets, it has an elegant and gentle feel that will not burden the wrist, and there are also various thickness and material bracelet

87

products, which can also be combined with fashion and personal customization elements to satisfy younger consumers who pursue their own taste and style.

Share of Total Fine Jewelry in 2018

==> picture [362 x 213] intentionally omitted <==

Source: Grand View Research; Statista (2020.02)

Because of the uniqueness and personalization of jewelry, the price gap is quite huge. The price of top-level jewelry is much higher than entry-level jewelry, but entry-level jewelry (Premium) plays a very important role in the overall sales market., its sales value accounted for more than half of the overall jewelry industry, diamond jewelry (Diamond) accounted for about 24%, and top jewelry (Luxury) only accounted for about 7.6%. From the sales structure, we know that the revenue and profit of jewelry mainly come from the sales of entry-level jewelry products, not from high-priced gem products. Therefore, the development of entry-level products to make them trendy, fashionable and unique, and supplemented by brand advantages, will be more able to drive profitable growth.

88

==> picture [379 x 202] intentionally omitted <==

Source: Bain & Company (2019.12)

Overall, the consumption power of the millennial generation is getting stronger, and the trend of consumer tastes pursuing fashion and trends, so most businesses target young consumers aged 18-30 to rushing market. The positioning of jewelry products has gradually developed in the direction of affordable prices, focusing on fashion and personal style, and not only focus on female consumers, but male consumers have begun to accept wearing jewelry to show their personal style. Among them, the products that integrate fashion and trends in design with brand also gradually penetrate into the entire jewelry industry by focusing on entry-level jewelry products that are customizable and can quickly respond to fashion trends.

  • b. the links between the upstream, midstream, and downstream segments of the industry supply chain

Fine jewelry industry is one of the long historic industry. The chain of industry is pretty mature and the chain can be divided into upstream: raw material and equipment suppliers that supply the precious metals and gems for jewelry production, and production manufacture equipment for stone setting; midstream: design and manufacturers, mainly focus on jewelry designs, components, and mold manufacturing, automated process equipment, and the follow-up production and sales; downstream: distributors, mainly through the global and regional brands to enter the retails in order to sale to consumers. The Company is a jewelry design, manufacture, and sales company that belongs to midstream. The Company introduced various materials from upstream raw material suppliers, such as gold, silver, and platinum and then after the process of designing, molding, casting, stamping, grinding, stone setting, soldering, polishing, plating, and packing, finish products will be delivered to the downstream distributors to sale products to customers in need. The relations between the up, middle and down streams of the Company's industry is shown as following:

89

==> picture [502 x 277] intentionally omitted <==

  • c. Development trends of products

  • (1) Customize craft arts

For design and manufacture of products, the Company values the skills of jewelry manufacture and the nature of products is mainly based on metal casting and hand-set stone, including pendants, rings, wristbands, earrings, bracelets, necklaces, cufflinks, and pins. In the future, besides continuously accumulating experience and knowledge of jewelry manufacture, the Company will make products more personalized and customized by combining aesthetic designs and craft art skills as a basis for constantly innovation.

  • (2) Focus on design features

With the change of consumption habits, the young people nowadays prefer personalized and refined products which are sophisticated, small, delicate, not over-designed, and complied with invigorating colors. The whole piece of jewelry that are more vivid and eye-catching simplified styles are more attracted to working women. Fashionable jewelry that emphasizes design senses and personal tastes cater to the mid and high-end consumer purchase intention. Therefore, the emphasis on designing the jewelry can give consumers a lively, interesting, fashionable and expensive atmosphere, and combine jewelry with life to exude personal taste.

  • (3) Leading fashion trends

The predication of fashion trends and accuracy and immediacy of information acquisition are relatively important in jewelry boutique industry, in order to offer clients important basis for the latest product selection and to enhance the tightness of supply and demand between the two parties, so as to maintain good relations and interaction. The Company

90

collects information of jewelry and accessories by jewelry fairs and fashion newsletters, fashionable products, such as glue crystal products, bead jewelry that can be changed at will, new metal jewelry styles and wax on stone styles, etc. The Company plans new design drawings every year and introduce new products for customers to choose every quarter and feedbacks customers the latest information based on the principle of customization.

d. Competition

The company is in the fashion industry, the product changes quickly and the style is various. Although there are many manufacturers of jewelry, most of them are small processing factories, and most of them are based on imitating the products that cannot lead the trends. However, the company avoids highly competitive consumer markets, focusing on a small number of customized niche markets. In addition to producing refined jewelry, the Company also provides customized service. The Company introduces design drawings for customers to choose and produced by master craftsmen with exquisite craftsmanship. For example, the company is favored by internationally renowned jewelry boutiques, and the rose-gold series and K-gold products are the best examples. Therefore, the manufacturers without foresight of design abilities, exquisite craftsmanship, and flexibilities of producing skills are difficult to survive in competition. Therefore, as far as the Company is concerned, there is still room for growth in the future.

  1. Overview of the technologies and its research and development work

  2. a. Technique level and Research development of business

Tradition jewelry industry is highly dependent on artificial technology industry, has complex procedures, long production time, and varying product quality and other characteristics. The process begins with designing, designers draw out the style images of ideas, manufacture the jewelry molds by handmade, and then, pressing, casting, stamping, grinding, stone setting, soldering, polishing, plating, and packing. The Company combines traditional craftmanship and technology to satisfy customers’ requests. From the initial design, 3D models were created using advanced 3D computer graphics to communicate with customers, reduce manual work time, and use 3D printing of jewelry wax molds before casting and other processes. In terms of production process, the Company has also improved several manufacturing technologies and present exquisite and good quality jewelry by lead the industry's work methods and professional and technical personnel. By above various technologies, the company can get cooperation opportunities with internationally renowned brands.

At present, there are more than 300 personnel in the R&D department, of which about 100 designers and pattern makers related to product design and development. The Company has strong creative design energy, which is an important competitive niche for the company to

91

expand the market. In the future, the Company will continue to train designers to develop more distinctive products and continue to invest resources to research and improve production process technology and equipment as future growth momentum.

  • b. R&D expenses during the current fiscal year as of the Date of this Annual Report
xpand the market. In the future, the Company will continue to train designers to develop
ore distinctive products and continue to invest resources to research and improve
roduction process technology and equipment as future growth momentum.
R&D expenses during the current fiscal year as of the Date of this Annual Report		 xpand the market. In the future, the Company will continue to train designers to develop
ore distinctive products and continue to invest resources to research and improve
roduction process technology and equipment as future growth momentum.
R&D expenses during the current fiscal year as of the Date of this Annual Report		 xpand the market. In the future, the Company will continue to train designers to develop
ore distinctive products and continue to invest resources to research and improve
roduction process technology and equipment as future growth momentum.
R&D expenses during the current fiscal year as of the Date of this Annual Report		 xpand the market. In the future, the Company will continue to train designers to develop
ore distinctive products and continue to invest resources to research and improve
roduction process technology and equipment as future growth momentum.
R&D expenses during the current fiscal year as of the Date of this Annual Report
Unit: NT$000; %
Year
Item		 Year 2019 Year 2020 2021, as of the
Date of this
Annual Report
R&D Expenses 70,286 60,775 15,491
Revenue 1,809,297 1,765,557 396,125
R&D Expenses to Revenue % 3.88 3.44 3.91

  • c. technologies and/or products successfully developed for recent years:

  • The Company has enhanced productions design and development and applications for intellectual property rights.

  • Long- and short-term business development plans

  • a. Short-term development plans

  • (1) Strategy:

    • i. Familiar with market pulsations, lead the trend, develop multi-featured products

    • ii. Optimize R&D technical team, enhance design process level, increase added value of products

    • iii. Strengthen customization abilities, provide a full range of diversified customer needs, enhance customer adhesion.

  • (2) Target:

    • i. Fashionable products: develop a full range of jewelry that meets the trend of the future

ii. New materials products: prompt light luxury jewelry’s products.

  • iii. Brand cooperation: co-design and manufacture featured jewelry by brand authorization and arrange agency and distributors in Asia market

  • iv. Marketing strategy cooperation: Cooperate with channel customers, formulate different marketing cooperation models and increase sales channels

  • (3) Research and development situation

  • i. Increase product developing abilities, combine aesthetic and craftsmanship skills, provide unique and more personalized products to satisfy the needs of one-stop for different customers

  • ii. Continuously improve the design capabilities of more advanced products and more sophisticated molds to enhance product yield and diversification and to meet customer needs through advanced proofing equipment.

  • iii. Improve the development of process equipment and tooling equipment for medium

92

and high-end products to improve process technology, shorten production time, improve product quality to reduce production costs.

  • iv. Dedicate to apply for patents of jewelry products and structure designs and develop high value-added intellectual property rights

  • b. Long-term development plans

  • The Company continuously innovates the competitiveness of product design craftsmanship to lead the market trends. In addition to deepen products developments and designs, the Company focuses on enhancing the added value of products that are oriented to customers and consumers. Also, in addition to maintain existed clients’ business and continuously promote ODM business, the Company enhances the relationships with clients by different strategy operation modes.

The managing team and whole staff of the Company will continuously make the efforts, overcome every possible challenge of managing environment, enhance business levels, such as process and production and sales management by managing concepts of enthusiasm, achievement, responsibility, teamwork, inspiration. In the face of future changes in the overall market, we will focus on and continue to deepen the core technology of jewelry design, enhance the added value of products, and continue to enhance the overall competitiveness, growth and profitability, and bring more feedbacks to shareholders.

==> picture [191 x 191] intentionally omitted <==

==> picture [244 x 231] intentionally omitted <==

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

Passion
Wisdom
Cherish RH Sustainable
Forever Management
Philosophy
Create
Fashion
----- End of picture text -----

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B. Analysis of the market and the production and marketing situation

1. Market analysis

a. Sales areas of major products

Unit: NT$000; %

Year
Sales Area		 Year 2019 Year 2019 Year 2020 Year 2020 2021 First Quarter 2021 First Quarter
Amount (%) Amount (%) Amount (%)
Domestic 1,105,299 61.09 888,254 50.31 185,685 46.88
Overseas 703,998 38.91 877,303 49.69 210,440 53.12
Total 1,809,297 100.00 1,765,557 100.00 396,125 100.00

b. Market shares

The major product of the Company is HS code 7113 (Articles of jewelry and parts thereof, of precious metal or of metal clad with precious metal. Note1) and 7117(Imitation Jewelry, Note2). In 2020, the Thai jewelry industry was affected by the global economic decline, caused by the spread of the new corona virus (COVID-19). Thailand’s total export value was only USD 2,838 million, which is a decrease of USD 1,264 million from 2019. Excluding domestic sales and export markup, our company’s export value in 2020 was approximately USD 60 million, 2.11% of Thailand’s total export value.

Note1: 711311: Article of jewelry and parts thereof of silver, whether plated or clad with other precious

metal or not. 711319: Article of jewelry and parts thereof of other precious metal, whether plated or clad with

precious metal or not. 711320: Imitation jewelry of clad with precious metal and parts thereof of it.

==> picture [461 x 111] intentionally omitted <==

Note2: 711711: Cuff-links and studs of base metal, whether plated with precious metal or not. 711719:

Imitation jewelry made of other base metal, whether plated with precious metal or not. 711320: Of base metal clad with precious metal.

94

==> picture [471 x 119] intentionally omitted <==

  • c. Demand and supply conditions for the market in the future and the market's growth potential During the process of branding, the jewelry industry is also facing challenges by the modern technology development and differences of consuming types (Van Gelder, 2005).

  • (1) Convenience of Technology- the dominance of modern virtual channels in jewelry market With the growing popularity of modern mobile technology and the Internet, the development of online virtual channels lets the jewelry market no longer only use simple offline physical channels in the past. In the past, offline physical channels dominated mainly because most of customers relied on physical channels to purchase jewelry. With the advancement of times and technology, online virtual channels will be in the state of rapid growth. Customers who can use technology well will more intend to buy jewelry online. Most brands have advantages in easily paying functions, returning policies, and customer service which are provided by electronics retailers. While doing the structure of jewelry brands, the corporation must gain an important competitive advantage and differentiate it from competitors to enhance competitiveness and brand equity for jewelry brands.

  • (2) Change of consuming types- counterfeit products invade in the jewelry market Problems of counterfeit products are worthy of attention in the jewelry industry (Olsen, JE, Granzin, KL, 1992; Carty, 1994). While the supply sides downsize the cost of production, the price advantages of product can be raised naturally, and it promotes customers can easily acquire products to satisfy their own interests. However, in the market where information asymmetry, online virtual channels have concerns about purchasing. Whenever there are counterfeit or imitate brands, customers are hard to distinguish, which leads them to distrust online virtual channels and products’ qualities. Besides, the invasion of counterfeit products in jewelry shall not be underestimated. When customers have limited budget, in order to pursue of great utility and satisfaction, they will make more adjustments in the allocation of their resources. Even if consumers are unable to distinguish between counterfeit products and real products, they will increase their willingness to purchase counterfeit products.

  • (3) The disadvantage of the image of the source countries - the sorrow of emerging countries In the supply chains of jewelry, products are mainly manufactured by emerging countries’ OEM and sold through brands. In the long run, profits of brands are much larger than

95

OEM foundries. If OEM foundries want to have more profits, they need to create additional value by establishing brands. However, in the past, products made by emerging countries were considered low-quality and counterfeit products. For those OEM foundries which want to establish jewelry brands, this is at a disadvantage. The image of source countries will hinder the actual sales growth of jewelry and damage the original brands’ values (Ko et.al, 2009).

The source countries of the jewelry brands on the market are mostly new countries with sophisticated craftsmanship and fashionable design. Customers can ensure products’ qualities, looks, and design styles by what they recognized brands’ countries image. Therefore, while establishing jewelry brands, OEM foundries in emerging countries will face the impact of source countries’ images and huge challenges of customers’ doubts. d. Competitive niche

  • (1) Quality and reputation: The products sold by the Company have undergone strict checks and have undergone rigorous safety and inspection of heavy metal content. In addition, for the plant environment, production process and labor safety, the project is also subject to the third-party notary unit appointed by the customer to obtain various certifications. The Company has been deeply involved in the European and American markets for many years, the product quality and company reputation has also been recognized and certified by well-known customers and parties in Europe and America.

  • (2) Professional design and R&D team: The major clients of the Company are mostly international brands and each brand has different characteristic of product, such as popularity, practicality, personalization and diversification. Therefore, the Company is on the top of fashion in order to cater the fashion trends. In addition to focus on business marketing development, the Company also made efforts to cultivate professional design R&D teams. Therefore, the Company is able to develop products independently. The professional designers are responsible for product design by achieving professional divisions of labor in order to be closer to the market trend; or gather market and clients’ information continuously; the Company positively participates in global major jewelry fairs to collect information to grasp the trend. Thus, the products designed by the Company can always meet the trends of the market and needs and preferences of clients, which is beneficial to improve the abilities of customization.

  • (3) Exquisite craftsmanship: The Company designs various exquisite styles by seizing the market trends and meeting customers’ preferences. With a large amount of skilled craftsmen and masters, they create products with artistic aesthetics with its exquisite craftsmanship, and the quality is excellent, so it is deeply loved by customers.

  • (4) Flexible manufacture abilities: Because the market peers are mostly produced in a single material, and the Company has the advantage of flexible production, it can be diversified according to different product attributes. Whether it is silver, copper, or K gold, it can be

96

manufactured and can be created different styles according to customers’ needs, which have a plus effect on the Company's competitiveness.

  • (5) Customized comprehensive integration service: The major clients of the Company are all international brands, which are concerned about designs and qualities. In addition to provide customers the market fashion trends at any time, the Company can seize customers’ needs on every phase, quickly complete customized design drawings for customers to choose and pattern making, and then produce quickly. Full service in one stop is the advantage of the Company; therefore, we can maintain a good interaction with our customers for a long time and the qualities of products are deeply trusted by the customers.

  • e. Positive and negative factors for future development, and the company's response to such factors

  • (1) Positive factors

  • i. Influence of epidemic

Although our company is affected by the epidemic recently, our company had well fundamental, we made full preparations and countermeasure at the beginning of the epidemic. We strengthened our internal fundamental, and made a crisis into a favorable turn. Waiting for the market get back on track. Compared with other small competitors, under the pressure of the epidemic, they are forced to close. It will be our advantage after the epidemic because of competitors will reduce and weaken. The clients also have to face the epidemic of the market. Most of our clients are leaders with strong strength and high survival rate of the markets. Although the market is slowing down recently, many clients' employees still work from home and cooperate with us to develop new products. We hope that once the market is back, we can seize market share. On the other hand, the clients depend more on our Company since other suppliers couldn't afford it. The Company is also cooperating and assisting actively. We are waiting for the market get back on track and enhancing competitiveness to grow market share.

ii. Full service in one stop

The Company has completely manufacture abilities of jewelry, from designing to pressing, casting, stamping, grinding, stone setting, soldering, polishing, plating, and packing. Therefore, the Company is more flexible and can quickly complete customized design drawings and pattern making, and then produce. At the same time, the Company takes the quality to meet the needs of customers into account. That is the reason that the Company has become a supplier of internationally renowned brands. iii. R&D staff are familiar with industry skills and have strong R&D capabilities

97

Jewelry boutique industry is closely related to fashion and is quite sensitive to popularity, design, and personalization of products. Therefore, the Company positively cultivates designers, who are in charge of products design. At the same time, the Company collects massive business information and participates in global major jewelry fairs to seize market pulsations and clients’ information, so as to enhance the customization ability and provide rich design and market trends to meet customer needs and preferences.

  • iv. Maintain good cooperation relationships with internationally renowned brands

The major clients of the Company are all internationally renowned brands and every regional brand, and the Company is able to quickly complete customized demands for clients; therefore, the Company has established stable relationships with the clients, which are helpful to expand the business.

  • (2) Negative factors and Responses

  • i. Price fluctuation of raw materials

As the main production materials of the jewelry industry are precious metals, the price is subject to fluctuations in international market conditions, which easily affects production costs and quotations, thus creating operational risks. Response:

When the Company undertakes clients’ orders, the quotations will be after referring to the most recent raw material market price to reduce the risk of raw material cost change. In addition, the Company will also monitor the raw material market and adjust the safety stocks in a timely manner in response to market trends in order to meet the risk of fluctuations in the prices of raw materials.

  • ii. Increase of labor costs

Jewelry boutique industry is a labor- and skill-intensive industry. Skilled master craftsmen are not easy to train. After the increase of basic wage of Thailand in 2013, along with the improvement of Thailand’s economy and the increased demands of job markets, it has exerted certain pressure on the Company’s operation.

Responses:

Due to the jewelry industry still emphasizes on craftsmanship texture by handmade, the Company has divided the manufacture procedures into 8 major parts and introduced automated production and improved manufacture procedures in some production processes. By appropriate skills separations, it can reduce the dependency of craftsmen in order to lower the risks of increasing salary.

iii. Sales are centralized

The biggest client of the Company is now the leading brand in jewelry boutique markets and its products are beloved by customers and its revenues increase year by

98

year. The Company is an important supplier to this client, which has led to the Company's sales centralization.

Response:

In addition to the biggest client, the Company has long-term relationships with other major European and American clients. The company has sufficient design energy, comprehensive services, can meet the needs of various clients, has a good interaction relationship, has formed a fixed supply chain, and has been recognized for its product quality. However, considering the better growth momentum in the future, it will be based on existing customers. To expand new clients and new markets to reduce the risk of sales concentration.

  1. Major usage and manufacturing processes for main products

  2. a. Major usage

a. Major usage a. Major usage
Majorproducts Usage
Silver,
brass,
alloy,
gold		 Necklaces, pendants, earrings,
brooch,
bangles
bracelets,
charms, rings, cufflinks, etc.		 Fashion jewelry accessories are used to
match the clothing and style. They are
combining people’s wealth, culture and
thoughts, enriching their material and
mind, and at the same time both practical
and aesthetic.

99

b. manufacturing processes

The Company has divided the manufacture procedures into 8 major parts, as following:

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==> picture [579 x 223] intentionally omitted <==

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

Casting
Stone setting
Grinding Polishing Plating Packing
Soldering
Stamping
----- End of picture text -----

100

3. Supply situation for major raw materials:

Major raw materials Major suppliers Supplycondition
silver Supplier A,Supplier B,Supplier F Well
gold,gems Supplier C, Supplier D, Supplier E Well

4. The lists of major suppliers and clients

  • a. A list of any suppliers and clients accounting for 10 percent or more of the Company's total procurement amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each, and an explanation of the reason for increases or decreases in the above figures.

Unit: NT $ 000 ; %

Unit: NT$000;% Unit: NT$000;% Unit: NT$000;% Unit: NT$000;%
Year 2019 Year 2020 Until March31,2021
Name Amount Ratio of
annual net
purchase		 Relationship
with the issuer		 Name Amount Ratio of
annual net
purchase		 Relationship
with the issuer		 Name Amount Ratio of
annual net
purchase		 Relationship
with the issuer
Supplier A 195,473 20.43 Nil Supplier A 202,631 22.55 Nil Supplier F 124,102 46.15 Nil
Supplier F 182,370 19.06 Nil Supplier B 108,564 12.08 Nil Supplier E 31,447 11.69 Nil
- - - - - - - - Supplier A 28,544 10.61 Nil
Others 578,856 60.51 Nil Others 587,335 65.37 Nil Others 84,834 31.55 Nil
Total 956,699 100.00 Total 898,530 100.00 Total 268,927 100.00

The following is an explanation for situations where the purchase amount from the same supplier accounts for more than 10% of our total purchase amount:

Supplier A was established in 2012, and mainly engages in the manufacturing and sales of precious metals (99.99% gold bars and silver grains) and have obtained the quality certification from the London Bullion Market Association. In 2019 and 2020, the total amount of goods that our company purchased from this supplier is NTD 195.473 thousand and NTD 202.631 thousand respectively. This accounted for 20.4% and 22.55% of our net purchases. Our company has purchased from this supplier for a long time, mainly the purchase of silver grains for production. Because of the supplier’s high quality and reasonable price, our company has maintained a stable relationship and long-term cooperation with this supplier.

101

b. A list of any suppliers and clients accounting for 10 percent or more of the Company's total sales amount in either of the 2 most recent fiscal years, the amounts sold to each, the percentage of total sales accounted for by each, and an explanation of the reason for increases or decreases in the above figures.

Unit: NT $ 000 ; %

decreases in the above figures. decreases in the above figures. decreases in the above figures. decreases in the above figures. Unit: NT$000;% Unit: NT$000;% Unit: NT$000;% Unit: NT$000;%
Year 2019 Year 2020 Until March31,2021
Name Amount Ratio of
annual net
sales		 Relationship
with the issuer		 Name Amount Ratio of
annual
net sales		 Relationship
with the issuer		 Name Amount Ratio of
annual
net sales		 Relationship
with the issuer
ClientD 1,078,378 59.60 Nil ClientD 853,168 48.32
Nil		 ClientD 175,531
44.31
Nil
ClientA 188,412
10.41
Nil		 ClientA 188,773 10.69 Nil ClientA 43,898 11.08 Nil
Other 542,507 29.99 Nil Other 723,616 40.99 Nil Other 176,696 44.61
Nil
net sales 1,809,297
100.00
net sales 1,765,557
100.00
net sales 396,125
100.00

Customer A is a well-known jewelry brand in French. It has its own brand and design, manage, and sales team that have the abilities to design different series of products. It has sales channels, both physical and e-commerce, in French and European Union’s areas.

Customer D is an internationally renowned fashion and jewelry provider. Since 2014, our company has been supplying for Customer D, and is now one of their main suppliers. The decrease of sales revenue in 2020 is mainly due to the adjustment of the customer’s product collection and specification. However, our company continues to develop our sales value and diversity our customer profile to reduce the risk of high customer concentration.

102

5. Production volume for the 2 most recent fiscal years

oduction volume for the 2 most recent fiscal years oduction volume for the 2 most recent fiscal years oduction volume for the 2 most recent fiscal years oduction volume for the 2 most recent fiscal years oduction volume for the 2 most recent fiscal years oduction volume for the 2 most recent fiscal years oduction volume for the 2 most recent fiscal years
Unit: thousandpcs/ NT$000
Year
Mainproducts
Year 2019		 Year 2020
Capacity Yield Value Capacity Yield Value
Jewelry and
Accessories		 8,251 7,152 1,278,088 7,642 7,270 1,265,484

Note: Because of the diversities of products with various production processes, it shows the overall production capacities of the Company.

Cause of the Changes: Compared with 2019, there are no significant changes in production capacity.

6. Volume of units sold for the 2 most recent fiscal years

olume of units sold for the 2 most recent fiscal years olume of units sold for the 2 most recent fiscal years olume of units sold for the 2 most recent fiscal years olume of units sold for the 2 most recent fiscal years olume of units sold for the 2 most recent fiscal years olume of units sold for the 2 most recent fiscal years olume of units sold for the 2 most recent fiscal years olume of units sold for the 2 most recent fiscal years olume of units sold for the 2 most recent fiscal years
Unit: thousandpcs/ NT$000
Year
Volume
Mainproducts		 Year 2019 Year 2020
Domestic Overseas Domestic Overseas
Volume Value Volume Value Volume Value Volume Value
Jewelry and
Accessories		 3,943 1,105,299
4,728
703,998
3,689
888,254
5,133
877,303

Cause of the Changes: The decrease in domestic sales in 2020 is mainly due to our company’s continuous development in the diversification of customer orders from different regions to reduce the risk of high customer concentration.

C. The number of employees for the 2 most recent fiscal years

Unit: person; %

Unit:person;%
Year Year 2019 Year 2020 As of the Date of
April 19, 2021
Employee
Number		 Managerial staff 62 68 65
General Staff 189 192 192
Production staff 2,739 2,612 2,567
Total 2,990 2,872 2,824
Average Age 31.49 31.28 30.82
Average Seniority 5.20 5.08 4.60
Education
Distribution
Percentage		 Ph. D 0.03 0.04 0.04
Master 0.34 0.43 0.50
College 10.91 12.73 11.80
High School 24.83 25.03 22.71
Below High School
63.89		 61.77 64.99

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  • D. Disbursements for environmental protection

  • According to laws and regulations if it is required to apply for a permit for installing anti-pollution facilities, or permit of pollution drainage, or to pay anti-pollution fees, or to organize and set up an exclusively responsible unit/office for environmental issues, the description of the status of such applications, payment or establishment shall be made:

    • Regal Plating Co., Ltd. has obtained the approval of the competent authority to the production of electroplating. Regarding the discharge of wastewater to enterprises with wastewater recycling business license, the Company has not caused any significant adverse impact on the company's financial business due to violation of environmental protection laws and regulations.

  • Describing the process undertaken by the Company on environmental pollution improvement for the 2 most recent years and up to the date of publication of the annual report. If there had been any pollution dispute, its handling process shall also be described: None.

  • Total losses (including damage awards) and fines for environmental pollution for the 2 most recent years and up to the date of publication of the annual report, and an explanation of the measures and possible disbursements to be made in the future: None.

E. Labor relations

  1. List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests:

  2. a. List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests

  3. (1) Welfare measures for employees:

    • Welfare measures for employees are including year-end bonus, uniforms, wedding gifts and funeral condolence payments, year-end banquet, birthday gift, and full attendance bonus. In accordance with laws, the Company also provides social insurance fund, provident fund, compensation fund and annual leave. For the health of employees, welfare measures also include annual health check.

  4. (2) Career Development and Training for Employees:

    • The Company is constantly making effort to the goal of sustainable development and maintain market competitiveness based on corporate culture of integrity. With perfect education and training plans, each colleague can continuously improve work performance, develop self-potency, achieve the win-win goal of enterprise development and self-growth, and provide various professional on-the-job education according to various functions and developments in order to cultivate a wealth of professional skills.

  5. (3) Retirement System and Its Implementation: all are complied with related laws and regulations.

104

  • (4) Labor-management agreements and measures for preserving employees' rights and interests:

  • Each regulation is complied with local labor laws and regulations and the Company values two-way communications with employees and set up the opinion box. So far, there are no major labor disputes. The Company will constantly strengthen the communication and coordination of employers and employees and will make efforts welfare measures to promote the harmony of the relationships with employers and employees in order to dismiss the possibility of disputes.

  • (5) Codes of conduct or ethics

  • i. Dutiful to the job, follow the Company's rules and regulations, accept the reasonable commands of supervisors at all levels, have a high degree of willingness to work, cannot be perfunctory, pay attention to the quality of work; supervisors at all levels should also kindly guide the employees. The report on the position should be reported level by level in principle.

  • ii. At work, employees shall be active, gregarious and enterprising spirit, with a forwardlooking vision; the implementation of duties should be realistic and must not be dragged or delayed for no reason. During work hours, employees may not leave the job without approval.

  • iii. In terms of behavior, self-esteem, self-respect, self-discipline; honest spirit, frugal habits, modest and courteous attitude, respect others, respect yourself.

  • iv. Do not arbitrarily read documents, correspondence, technology, business and other information that are not managed by you.

  • v. Without the written consent of the Company, employees shall not leak, tell, give, transfer, or publish to the public the information of business secrets. Without the written content of the Company, employees shall not operate or engage in related or similar business of the Company by themselves or third party. Rights and obligations to employment and confidentiality are regulated by “Employment Contract” and “Confidentiality Contract” of the Company.

  • vi. Employees must not accept kickbacks or other illegal interests due to their convenience in their positions. Employees may not use authorities to make their own or others.

  • vii. Personal salary is classified information and shall not leak on purpose or ask others’ salary.

  • viii. Employees shall not bring ammunition, knives and guns, hazardous items, prohibited products, or anything that has nothing to do with production, into the working spaces. Without approval, employees shall not bring public property off the Company.

  • ix. Employees shall follow the laws and regulations related to labor safety and hygiene and regulations of the Company and maintain the safety and hygiene and tidy of the working places. Employees shall prevent theft, fire, or other natural disasters.

105

  • (6) Insider Trading Rules

The Company has established insider trading rules and included in the internal control systems. In order to lower the risk of insider trading, the responsible unit shall notify relevant colleagues and supervisors irregularly and remind them of any major information that needs to be disclosed according to law and inform them of relevant regulations. They can be familiar with internal policy from the official website.

All directors, supervisors, managers and employees who are informed of important internal information due to their identities, occupations or controls shall practice loyalty and duty-taking obligations as a good manager. With high degree of self-discipline and prudence, they shall strictly abide by relevant regulations of the relevant competent authorities on the handling, disclosure and confidentiality of major information.

  • (7) Working environment and protective measures for employees’ personal safety

  • i. Improve the environment and maintenance of the environment condition

  • Re-design and re-decorate the working environment from time to time and regularly maintain various equipment to create a more comfortable and safe office environment.

  • ii. Safety Education

Annual education course on firefighting and emergency response drills can minimize personal and property damage in the event of an emergency.

  • iii. Hygiene Control

  • Implement environmental clean-up and sterilization, implement waste sorting system, avoid mosquito breeding and bacterial spread, and ensure a healthy working environment.

  • List any loss sustained as a result of labor disputes in the most recent two fiscal years, and up to the date of publication of the annual report, disclose an estimate of losses incurred to date or likely to be incurred in the future, and indicate mitigation measures being or to be taken. If the loss cannot be reasonably estimated, make a statement to that effect: None.

F. Important contracts

1. RJM

RJM
Nature Contracting Party Commencement and
expiration dates		 Major contents Restrictive
clauses
Insurance Export-Import Bank of
Thailand		 July 1, 2020 - June 30, 2021 Domestic and
overseas accounts
receivable
insurance		 N/A

106

2. RGP

. RGP
Nature Contracting Party Commencement and expiration dates Major contents Restrictive clauses
Supplier RJM Jan. 1, 2020 – Dec. 31, 2021 Plating N/A

Note: The contract is automatically renewed.

107

VI. Financial Standing

A. Concise consolidated balance sheets and statements of comprehensive income for the past 5 fiscal years

1. Concise Consolidated Balance Sheet- IFRS

Unit: NT$000

Unit: NT$000
Year
Items		 Most Recent 5-Year Financial Information (Note 1) Until 2021 Q1
Year 2016 Year 2017 Year 2018 Year 2019 Year 2020
Current assets 747,998 1,250,950 1,291,923 1,525,397 1,557,778 1,441,400
property, plant and
equipment		 321,620
333,261
347,093
348,046
326,511
315,249
Intangible assets 11,870 8,762
33,594
40,364
12,110		 11,232
Otherassets 27,038 28,912
31,779		 47,191
34,426		 32,978
Totalassets 1,108,526 1,621,885 1,704,389 1,960,998 1,930,825 1,800,859
Current
liabilities		 BeforeDistribution 423,592
216,269		 235,084
843,256		 542,240 464,467

After Distribution		 538,072
216,269		 389,084
843,256		 542,240 464,467
Non-currentliabilities 44,335 68,991
89,673		 70,729 304,323 322,214
Total liability Before
Distribution		 492,583
309,585
324,757
913,985
846,563
786,681
After
Distribution		 607,063
309,585
478,757
913,985		 not assigned
yet
786,681
Equity attributable to owners
ofparent		 682,583
992,546
1,118,254
890,176
926,646
896,928
Share capital 339,200 381,600 385,000 384,700 383,860 383,860
Capital surplus Before
Distribution		 170,160
418,370
433,262
428,182
439,036
439,036
After
Distribution		 170,160
418,370
433,262
428,182		 not assigned
yet
-
Retained
earnings		 Before
Distribution		 221,057
261,935
309,256
17,998
98,132
111,075
After
Distribution		 106,577
261,935
155,256
17,998		 not assigned
yet
-
Otherequityinterest (40,893) 28,481
(9,264)		 59,296 5,618 (37,043)
Treasury shares - - - - - -
Non-controllinginterests 60,584
136,756		 261,378 156,837 157,616 117,250
Total equity Before
Distribution		 1,129,302
1,232,429
1,379,632
1,047,013
1,084,262
1,014,178
After
Distribution		 1,014,822
1,232,429
1,225,632
1,047,013		 not assigned
yet
1,014,178

Note 1: Data source: The consolidated financial report of 2016, 2017, 2018, 2019, 2020 and the first quarter of 2021, verified by the accountant.

Note 2: The figures after the distribution should be filled out based on the resolution of the shareholders' meeting in the following year.

108

2. Concise Consolidated Statement of Comprehensive Income

Concise Consolidated Statement of Comprehensive Income- IFRS

Unit: NT$000

Unit: NT$0
Year
Items
Most Recent 5-Year Financial Information (Note)		 Until 2021 Q1
Year 2016 Year 2017 Year 2018 Year 2019 Year 2020
Operatingrevenue 2,197,116
2,149,774
2,928,169
1,809,297
1,765,557
396,125
Grossprofit(loss)from operations 686,066
660,462
875,305
226,172
401,588
86,080
Net operatingincome(loss) 350,573
341,471
486,270
(103,998)		 114,895
9,976
Non-operating income and
expenses		 995
(28,591)
18,122
(6,850)
9,399
16,107
Profit (loss) from continuing
operations before tax		 351,568
312,880
504,392
(110,848)
124,294
26,083
Profit (loss) from continuing
operations		 252,304
223,155
367,406
(118,370)
97,648
15,218
Loss from discontinuingoperations - - - - - -
Net Profit(loss) 252,304
223,155
367,406
(118,370)		 97,648
15,218
Other comprehensive income,net (9,151) 8,985
39,536
78,209
(75,458)		 (43,162)
Total comprehensive income 243,153
232,140
406,942
(40,161)		 22,190
(27,944)
Profit (loss), attributable to owners
ofparent		 188,578
127,007
206,394
(146,304)
88,343
12,943
Profit (loss), attributable to non-
controllinginterests		 63,726
96,148
161,012
27,934
9,305
2,275
Comprehensive income,
attributable to owners ofparent		 180,682
133,833
239,144
(79,151)
21,411
(30,219)
Comprehensive income,
attributable to non-controlling
interests		 62,471
98,307
167,798
38,990
779
(3,452)
Earningsper share 5.80
3.51
5.41
(3.83)		 2.31
0.34

Note 1: Data source: The consolidated financial report of 2016, 2017, 2018, 2019, 2020 and the first quarter of 2021, verified by the accountants.

3. CPAs and Their Opinions for Most Recent 5-Years

Year CPAs’ Firm Name of CPA Opinions
Year 2016 KPMG Mrs. LU,LI - LY and Mrs. KUAN,CHUN-HSIU No withholdingopinions
Year 2017 KPMG Mrs. LU,LI - LY and Mrs. KUAN,CHUN-HSIU No withholdingopinions
Year 2018 KPMG Mrs. LU,LI - LY and Mrs. KUAN,CHUN-HSIU No withholdingopinions
Year 2019 KPMG Mrs. LU,LI - LY and Mrs. KUAN,CHUN-HSIU No withholdingopinions
Year 2020 KPMG Mrs. LU,LI - LY and Mrs. CHANG,CHUN-YI No withholdingopinions

Note: The Company reorganized in 2014 and as a holding company that applied for listing in Taiwan, prepared consolidated financial statements for the most recent two years of audited by CPA.

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B. Most Recent 5-Year Financial Analysis

1. Financial Analysis on Consolidated Financial Statements- IFRS

Year (Note 1)
Items(Note 2)		 Year (Note 1)
Items(Note 2)
Most recent 5-year Financial analysis
Most recent 5-year Financial analysis
Most recent 5-year Financial analysis
Most recent 5-year Financial analysis
Most recent 5-year Financial analysis		 Until
2021 Q1
Year
2016		 Year
2017		 Year
2018		 Year
2019		 Year
2020
Capital
Structure
(%)		 Debt ratio 32.96 30.37 19.05 46.61 43.84 43.68
Long-term fund to fixed assets ratio 231.07 338.86 397.48 321.15 425.28 423.92
Liquidity
(%)		 Current ratio 233.00 295.32 549.56 180.89 287.29 310.33
Quick ratio 145.24 226.96 415.39 145.88 223.72 222.12
Interestguarantee(times) 41.39 54.07 716.45 -25.6 16.09 9.56
Operating
Ability		 Average collection turnover(times) 5.89 7.6 9.62 3.23 2.92 4.04
Average collection days 62 48 38 113 125 90
Average inventoryturnover(times) 3.94 4.19 6.79 5.19 4.26 3.29
Averagepayment turnover(times) 21.04 27.58 40.39 29.14 30.73 46.35
Average inventoryturnover days 93 87 54 70 86 111
Fixed assets turnover(times) 6.65 6.57 8.61 5.21 5.23 4.94
Total assets turnover(times) 1.77 1.57 1.76 0.99 0.91 0.85
Profitability Return on total assets(%) 20.81 16.69 22.13 -6.23 5.44 3.26
Return on total stockholders' equity (%) 33.12 23.84 29.29 -9.76 9.16 5.80
PBT topay-in capital % 103.35 81.99 131.00 -28.81 32.38 27.18
Net income to sales(%) 11.48 10.38 12.55 -6.54 5.53 3.84
EPS(NT$) 5.80 3.51 5.41 -3.83 2.31 0.34
Cash flow % Cash flow ratio(%) 101.79 89.59 98.55 -43.15 59.74 65.58
Cash flow adequacyratio(%) 64.89 91.39 112.75 67.41 72.57 66.15
Cash reinvestment ratio(%) Note 3 14.94 3.59 Note 3 16.54 2.08
Leverage Operatingleverage 1.14 1.12 1.12 0.42 1.48 2.4
Financial Leverage 1.03 1.02 1.00 0.96 1.08 1.44
Variations of financial ratios in the last two years have fluctuated by 20%, explanations as below:
1. The ratio of long-term funds to real estate, plant and equipment: Due to the issuance of convertible bonds of
NTD 241,147 thousand in the fourth quarter, which increased long-term liabilities and the ratio compared with last
year.
2. The current ratio and quick ratio: Due to the issuance of convertible bonds of NTD 241,147 thousand in the
fourth quarter, current liabilities decreased and long-term liabilities increased, so the ratio increased from last year.
3. Interest Coverage Ratio: Profit this year but loss last year, resulting in the ratio turns from a negative number to a
positive number.
4. Inventory turnover rate (times): This year's austerity expenditures resulted in a decrease in the cost of goods
sold, and a slight increase in inventory, resulting in a decrease in turnover times compared with last year.
5. Average inventory turnover days: This year’s austerity expenditures resulted in a decrease in the cost of goods
sold and a slight increase in inventory, resulting in a decrease in turnover compared with last year. Also, the
inventory turnover days increase.
6. Return on assets (%), return on equity (%), pre-tax net profit to paid-in capital ratio, net profit ratio: Profit this
year but loss last year, so the ratio turns from a negative number to a positive number.
7. Earnings per share (NTD): Profit this year but loss last year, so the amount increased compared with last year.
8. Cash flow ratio (%): Profit this year but loss last year, cash flow from operating activities turned into a net
inflow, so the ratio increased from last year.
9. Cash reinvestment ratio (%): Profit this year but loss last year, cash flow from operating activities turns into net
inflow,so the ratio turns into apositive number.

  • Note 1: Information sources: Consolidated financial reports audited by CPA in 2016, 2017, 2018, 2019, 2020 and 2021 Q1.

  • Note 2: As to the date of publication of the annual report, the company’s 2020 surplus distribution will be processed in accordance with relevant regulations after the resolution passed in the General Shareholders’ Meeting on June 22, 2021.

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Note 3: The data has not been annualized.

Note 4: The calculation formulas of financial analysis are as followings:

  1. Capital Structure

  2. (1) Debt ratio = Total Liabilities / Total Assets

  3. (2) Long-term fund to fixed assets ratio = (Shareholders' Equity + Long-term Liabilities) / Net Properties

  4. Liquidity

  5. (1) Current ratio = Current Assets / Current Liabilities

  6. (2) Quick ratio = (Current Assets – Inventories – Prepaid Expenses) / Current Liabilities

  7. (3) Interest guarantee (times) = Earnings before Interest and Taxes / Interest Expenses

  8. Operating Performance

  9. (1) Average collection turnover = Net Sales / Average Trade Receivables

  10. (2) Average collection days = 365 / Receivables Turnover rate

  11. (3) Average inventory turnover = Cost of Sales / Average inventory

  12. (4) Average payment turnover = Cost of Sales / Average Trade Payables

  13. (5) Average inventory turnover days = 365 / Inventory Turnover rate

  14. (6) Fixed assets turnover = Net Sales / Average Net Properties

  15. (7) Total assets turnover = Net Sales / Average Total Assets

  16. Profitability

  17. (1) Return on total assets = {Net Income + Interest Expenses * (1 – Effective tax rate)} / Average Total Assets

  18. (2) Return on total stockholders' equity = Net Income / Average Shareholders' Equity

  19. (3) Net income to sales = Net Income / Net Sales

  20. (4) Earnings per share = (Net Income – Preferred Stock Dividend) / Weighted Average Number of Share Outstanding

  21. Cash flow

  22. (1) Cash flow ratio = Net Cash Provided by Operating Activities / Current Liabilities

  23. (2) Cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividends.

  24. (3) Cash flow reinvestment ratio = (Cash Provided by Operating Activities – Cash Dividends) / (Gross Plant + Investment + Other Assets + Working Capital)

  25. Leverage

  26. (1) Operating leverage = (Net Sales – Variable Cost) / Income from Operations

  27. (2) Financial leverage = Income from Operations / (Income from Operations – Interest Expenses)

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  • C. Audit committee's report for the most recent year's financial statement

Regal Holding Co., Ltd.

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 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 19[th] , 2021

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  • D. Consolidated financial statements with subsidiaries for the most recent year, audited by CPA:

Please refer to the attachments.

  • E. A parent company only financial statement for the most recent fiscal year, certified by a CPA, but not including the statements of major accounting items:

The Company’s Consolidated financial reports were audited by CPA.

  • F. Financial Difficulties of the Company and its subsidiaries for the most recent year and as of the Date of this Annual

  • Report: None.

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VII. Review and analysis of the Company's financial status and performance, and a list of risks

A. Financial status

1. Comparative Analysis of Financial Position

Unit: NT$000

Unit: NT$000 Unit: NT$000
Item Year 2019 Year 2020 Difference
Amount %
Current assets 1,525,397 1,557,778 32,381 2.12
Non-current assets 435,601 373,047 (62,554) (14.36)
Total assets 1,960,998 1,930,825 (30,173) (1.54)
Current liabilities 843,256 542,240 (301,016) (35.70)
Non-current liabilities 70,729 304,323 233,594 330.27
Total liabilities 913,985 846,563 (67,422) (7.38)
Common stock 384,700 383,860 (840) (0.22)
Capital surplus 428,182 439,036 10,854 2.53
Retained earnings 17,998 98,132 80,134 445.24
Other Equities 59,296 5,618 (53,678) (90.53)
Non-controlling Equities 156,837 157,616 779 0.50
Total shareholders’ equities 1,047,013 1,084,262 37,249 3.56
Analysis and description will be given only if the increase/decrease in ratio reaches 20% or exceeds NT$10
million:
1. The decrease in current liabilities and the increase in non-current liabilities in 2020, in addition to the
increase in cash inflows in 2020, were due to the issuance of convertible bonds of NTD 241,147 thousand,
which increased long-term liabilities and decreased short-term bank borrowings.
2. The increase in retained earnings in 2020 is mainly due to the profit of NTD 88,343 thousand in 2020.
3. The decrease in other rights and interests in 2020 was mainly due to the depreciation of the Thai baht
against the NTD, the reduction of the conversion difference of the financial statements of foreign operating
institutions by NTD 47,405 thousand, and the loss of the recognized investment company by NTD 11,318
thousand.

2. Major Impact on Financial Performance during most recent 2 years: None.

3. Future Plan on Financial Performance: Not applicable.

B. Financial performance

1. Comparative Analysis of Financial Performance

Unit: NT$000

Item Year 2019 Year 2020 Difference Difference
Amount %
Revenues 1,809,297 1,765,557 (43,740) (2.42)
Cost of revenues 1,583,125 1,363,969 (219,156) (13.84)
Grossprofit 226,172 401,588 175,416 77.56
Operatingexpenses 330,170 286,693 (43,477) (13.17)
Operatingincome (103,998) 114,895 218,893 (210.48)
Non-operatingincome (6,850) 9,399 16,249 (237.21)
Income(loss)before income taxes (110,848) 124,294 235,142 (212.13)
Income tax benefit(expense) 7,522 26,646 19,124 254.24
Income(loss)after income taxes (118,370) 97,648 216,018 (182.49)

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Analysis and description will be given only if the increase/decrease in ratio reaches 20% or exceeds NT$10 million during most recent 2 years:

  1. The operating margin increases in 2020. And in response to the increase in precious metal prices, our company has gradually increased product prices to customers; also, our company develops overseas orders actively.

  2. The increase in non-operating income and expenses in 2020 is mainly due to the appreciation of the Thai Baht compared to 2019. The exchange gain in 2020 is 10,463 thousand dollars, and the exchange loss in 2019 is 13,865 dollars.

  3. Major Impact on Financial Performance during most recent 2 years: None.

  4. Future Plan on Financial Performance: Not applicable.

  5. Sales volume forecast and the basis

The Company sets up the annual goal based on estimated demands of clients, consideration of the whole market environments, and capacity plans. In addition to maintain good relationships with existing clients, the Company continuously develops new clients and new markets. The Company’s mid- and long-term plans are to sale products by strategic alliances in order to bring growth for future business scales and sales volume.

  1. Effect upon the company's financial operations as well as measures to be taken in response The Company will continuously dedicate in improving the ability of product designs and combining with aesthetic design and craftsmanship technology to develop more characteristic and personalized products in order to comply with market’s demands and consumption trends to escalate the competitiveness of the Company. Besides, the Company will also dedicate in product capacity and efficient uses of financial funds in order to meet the needs of future business growth.

  2. C. Cash Flow Analysis

  3. Liquidity Analysis of Recent Year

Unit: NT$000

Analysis
uidity Analysis of Recent Year		 Unit: NT$000 Unit: NT$000
Item Year 2019 Year 2020 Difference
Amount %
Cash inflow of operating activities (363,842) 328,071 691,913 (190)
Cash outflow of investment activities (57,742) (55,227) 2,515 (4)
Cash outflow of fund-raising activities 388,223 (41,022) (429,245) (111)
Variance Analysis:
1. The increase in cash inflow from operating activities was mainly due to the decrease in the balance of
accounts receivable with a profit of NTD 88,343 thousand in 2020.
2. The decrease in cash expenditures from investment activities was mainly due to the investment in
subsidiaries of NTD 12,200 thousand in 2019. Although the purchase of fixed assets in the current period
increased slightly compared with the same period last year, the overall cash outflow from investment
activities was still lower than the amount of lastyear.

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  1. Cash outflow from financing activities was mainly due to the profit in the current period and the repayment of short-term borrowings.

  2. Corrective measures to be taken in response to illiquidity

The Company's business is in the stage of growth and profitability, and there is no shortage of capital liquidity.

  1. Cash Flow Forecast for the Coming Year

The focus of the Company’s operation is on enforcing inventory control and shortening the days of accounts receivable. The estimated capital expenditure in the coming year is by conservatism principle. The relations with the banks are quite well and the quota of bank financing is enough. The net cash inflow from operating activities is still enough to cash outflows.

D. Effect upon financial operations of any major capital expenditures during the most recent fiscal year: The Company has no major capital expenditures during the most recent fiscal year.

E. The Company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year:

  1. The Company's reinvestment policy

  2. The Company’s reinvestment policy is based on the core business of the industry and does not engage in other non-business industries. The Company has established “Investment Cycle,” “Regulations Governing Acer’s Subsidiaries,” “Procedures for Management of Related Party Transactions,” and “Regulations of Acquisition or Disposal of Assets.” In the future, any related investment plan will be handled in accordance with the regulations mentioned above.

  3. Major causes of profits and losses, and improvement in the latest fiscal year

  4. Subsidiaries such as GVG Shenzhen and RIC suffered losses mainly due to slow e-commerce development and revenue than expected. To improve the plans, finding other platform distributors to cooperate in joint marketing, and use the parent company's manufacturing advantages to develop products on behalf of other manufacturers.

Unit: NT$000

Unit: NT$000
Investee Company Shareholding %
directly or indirectly		 Recognition of
investment gains
and losses in 2020		 Causes of profits
and losses		 Improvement’s plan
RJM 99.99% 149,709 Operating in good
condition		 N/A
RGP 51.00% 11,025 Operating in good
condition		 N/A
GVG Hong Kong 100.00% (2,427) Mainly recognized the
loss of GVG Shenzhen		 Improve its subsidiary’s
businessperformance
GVG Shenzhen 100.00% (2,290) Control business risk in
order to lower loss
Linden 49.00% (1,176) Still in the early stage
of operation		 N/A

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Chaporo 70.00% (40) Still in the early stage
of operation		 N/A
Reunite Inspiring
Creation		 100.00% (12,125) Still in the early stage
of operation		 N/A
  1. Future investment plan for upcoming year: There is no major investment plan for the upcoming

year.

  • F. Risk analysis during the most recent year and as of the Date of this Annual Report

  • Risk analysis during the most recent year and as of the Date of this Annual Report:

    • a. Interest rate fluctuations

Unit: NT$000

Year 2019 Year 2019 Year 2020 Year 2020
Amount ratio of net values Amount ratio of net values
Interest income 3,399 0.19% 643
0.04%
Interest expense 4,228 0.23% 8,678
0.49%

The Company's interest income and interest expenses in the most recent two years accounted for a very low proportion of the net operating income of the current year. Therefore, changes in market interest rates have not yet had a significant impact on the company's financial business status.

  • b. Effects of exchange rate fluctuations

Unit: NT$000

Unit: NT$000
Year
Item
Year 2019		 Year 2020
Net Foreign exchange gain(loss) (13,865) 10,463
ratio to net sales (%) (0.77%) 0.59%

The company’s export sales of products are mainly quoted in U.S. dollars, but the purchase and operation related expenses are still paid in Thai Baht. Therefore, the trend of the U.S. dollar will have an impact on exchange gains and losses. The risk of exchange rate changes mainly comes from accounts receivable denominated in foreign currencies. Foreign currency exchange gains and losses occur at the time of conversion. This year, due to the depreciation of the average Thai Baht against the U.S. dollar, an exchange benefit of NTD 10,463 thousand was generated.

c. Effect of inflation rate

With the rapid changes in the global economic environment, the Company has not yet had a significant impact on profit and loss due to the inflation crisis. In the future, the Company will continue to maintain close and good relations with suppliers, and pay attention to fluctuations in market prices at any time, adjust procurement strategies and cost structures in

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a timely manner, and reduce the impact of inflation changes on the Company's profit and loss.

  1. The Company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:

  2. a. Based on the management concepts of conservatism principles, the Company focuses on business operation and does not engage in high-risk and high-leveraged investments.

  3. b. In the most recent two fiscal years, and as of the date of publication of the annual report, if RJM engages in derivatives transactions to avoid the risk of exchange rate fluctuation, it will be handled in accordance with the relevant procedures and executed by relevant units. The Company does not engage in high-risk and high-leveraged investments. Meanwhile, the Company has established “Procedures for Lending Funds to Others,” “Procedures for Endorsements and Guarantees,” “Regulations of Governing Derivatives Transactions,” and “Regulations of Acquisition or Disposal of Assets” and the Company shall handle relevant transactions in accordance with relevant regulations and procedures in the future.

  4. Further R&D plan and expenditures expected for research and development work

  5. a. Future R&D plans

  6. (1) Improve development abilities of products, increase product developing abilities, combine aesthetic and craftmanship skills.

  7. (2) R&D department has the design capabilities of more advanced products and more sophisticated molds to enhance product yield and diversification and to meet customer needs of casting and stamping processes through advanced proofing equipment.

  8. (3) Improve the development of process equipment and tooling equipment for medium and high-end products to improve process technology, shorten production time, improve product quality to reduce production costs.

  9. (4) Estimated investment in research and development costs

    • The R&D expenses in 2020 are NTD 60,775 thousand, which is expected to increase in 2021 compared with previous years. It is expected to increase in 2020 than previous year. The mainly reason is because of enhancing the customized design capabilities of jewelry, developing functional accessories, automation equipment and upgrade process models in order to enhance mid-long term competitiveness.

  10. Effects on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: The Company is registered in Cayman Islands and the main operation headquarter is in Thailand. Economic activities in Cayman Islands are mainly financial services. Thailand is one of the major economic systems in East South Asia and its economics is open without foreign exchange control. The political and economic environments are relatively stable so far. The products developed and sold by the Company belong to consumer goods, not licensed or restricted

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industries; therefore, there will be no effect on the Company's financial operations of important policies adopted and changes in the legal environment in Cayman Islands or in Thailand. The Company’s implementations of business all comply with important policies and laws and regulations at home and abroad. The Company also pays attention to important policy development trends and changes in the legal environment at home and abroad at any time in order to respond to changes of market environments and take appropriate measures promptly.

  1. Effect on the company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response:

  2. The Company pays attention to relevant updated technology of jewelry industries at any time and seizes the latest market information to evaluate the effect of operation. There is no such affair of effect on the Company's financial operations of developments in science and technology as well as industrial change during 2017 and as of the Date of this Annual Report.

  3. Effect on the Company's crisis management of changes in the Company's corporate image, and measures to be taken in response:

  4. The Company adheres to the concept of honesty, reliability and sustainable management. Since its establishment, the Company has focused on its business operations, has a good corporate image, and complies with relevant laws and regulations, and continues to maintain a good corporate image. There is no such affair of effect on the Company's crisis management of changes in the Company's corporate image during 2017 and as of the Date of this Annual Report.

  5. Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken:

There is no merger and acquisitions in process as of the Date of this Annual Report.

  1. Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken:

  2. There is no plant expansion plan as of the Date of this Annual Report. If there has any expansion plan, it shall be handled in accordance with the local laws and relevant management regulations of the Company to ensure the protection of the Company’s interests and shareholders’ equity.

  3. Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:

  4. a. Risks associated with consolidation of purchasing operations and mitigation measures being or to be taken:

The company's largest purchase supplier in 2019 and 2020 estimated the proportion of total purchases to be 20.43% and 22.55%. The chains of upstream, midstream, downstream of jewelry factories in Thailand are complete. The industrial characteristics are mostly based on local procurement, it is beneficial to control the delivery period. The suppliers that cooperate with the Company are local well-known raw materials suppliers of precious metals and jewelry accessories in Thailand. Besides, the suppliers that cooperate with the Company all have long-term and stable relations and multiple purchase sources. The main materials of the

119

Company are gold, silver, and precious metals which all have international quotation references. The major purchase items of the Company all have more than two suppliers. While one supplier is not able to provide sufficient goods or meet the delivery period, the Company will look for other alternative suppliers or other suitable alternative materials. The sources of suppliers are stable, so risks of concentration of purchasing operations and lack of materials can be reduced.

  • b. Risks associated with consolidation of sales operations and mitigation measures being or to be taken:

  • The company's largest sales customers in 2019 and 2020 accounted for 59.60% and 48.32% of operating income. The Company will still explore new clients and markets positively in order to reduce the risk of concentration of sales.

  • Effects upon and risks to the Company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: As of the Date of this Annual Report, there were no such matters except the Company had reorganized of investment structures (no influences on the Company) in 2014 in order to apply for a listed Company in Taiwan.

  • Effect up on and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken:

  • As of the Date of this Annual Report, there is no such affair of effect upon and risk to the Company associated with any change in governance personnel or top management.

  • Litigious and non-litigious matters:

  • (1) involve the company and/or any company director, any company supervisor, the general manager, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report.

  • There is no such affair of litigious and non-litigious matter as of the Date of this Annual Report.

  • Effect on the company's manufacturing operations of technology and measures to be taken in response

  • a. Risks of overall economics, environment of politics, foreign exchanges, and regulations: The Company is registered in Cayman Islands while the main operation place is located in Thailand. Therefore, the overall economics, environment of politics, fluctuations of

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foreign exchange of registration and operation places will affect the operation status of the Company.

b. Risk of guarantee of shareholders’ equity

The laws of registered place, Cayman Islands, of the Company have many different places with the ones of Republic of China. Without contradicting the laws of Cayman Islands, the Company has amended the Articles of the Company in accordance with “ Checklist for the protection of shareholders' rights and interests of foreign issuers” of Taiwan Stock Exchange Corporation. However, there are still many differences between local laws and regulations of two countries on the company’s operation. Investors cannot use the protection views of the ROC companies’ legal rights to apply them to the Cayman Islands’ companies they invest in. Investors shall fully understand and consult with experts whether it can obtain effective shareholder rights protection by investing Cayman Islands’ companies.

  • c. The influence of technology to the business activities and mitigation measures being or to be taken

(1) The company's production and business

The company make efforts to using technology in the development of process, and will invest lots of funds every year. New technologies and new processes started to mass

produce and it will help the company's revenue growing in the future. The company has well finance currently and it is sufficient to meet technology development needs of the company in the future.

(2) Risk and measures of information security

The Company made the Cyber security to prevent information and communication system or information from being unauthorized access, use, control, disclosure, damage, alteration, destruction or other infringement to assure the confidentiality, integrity and availability of information and system. To make sure the Company operating continually.

(a) Employees lack of cyber security awareness

The company has cyber security education training regularly to improve employees’ cyber security awareness. The cyber security policy and objectives should be communicated to all employees by education training, internal meetings, and announcements every year, and the implementation should be reviewed.

(b) Cyber attacks and threats from virus

The company assess the risk of cyber system every year, and selects protection and control

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measures according to cyber security through classification of cyber system every year.

(c) The protection of Intellectual property

Intellectual property (IP) rights are the results of extensive research and development. Therefore IP management is an important aspect of a company's innovation management. Effective IP management helps to maintain ASE's leading position in corporate innovation. Research and development activities are conducted in response to market's prospective demands, to ensure that the R&D activities are linked to key business opportunities. Through our effective IP application system and tools, R&D activities are carefully recorded and processed for intellectual property rights protection (e.g. patents, trademarks and trade secrets).

(d) Disaster Recovery

The company's important data and the core data cyber system perform backup, and the frequency of the backup should meet the requirements of the recovery time, and the implementation of remote storage quarterly to confirm the effectiveness of the backup of core cyber system data, encryption protection with confidentiality considerations.

  • d. Risks of statements related to this annual report

  • (1) Facts and statistics

  • Certain information and statistics of this Annual Report are from external different statistical publications, which information may not be accurate, complete, or up to date. The Company will not make any statements on the authenticity or accuracy of external information and investors shall not make investment judgements overly rely on these information.

  • (2) Risks and uncertainty of forward-looking statements in this Annual Report

  • There are certain forward-looking statements and information about the Company and related companies in this Annual report. These statements and information in this Annual Report are based on beliefs, assumptions, and current information of the managing levels of the Company. In this report, while the Company or the managing levels of the Company use the terms, like “predict,” “believe,” “can,” “expect,” “future,” “intend,” “may,” “must,” “plan,” “estimate,” “seek,” “should,” “will,” “might,” “hope,” and similar phrases are forward-looking statements. Such statements reflect current views on future events, operations, fluid funds, and sources of capitals by the managing levels of the Company and some of which may not be come true or may be changed. Such statements may be affected by certain risks , uncertainties, and assumptions, including other risks factors this Annual report states. Investors shall

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consider carefully to rely on any forward-looking statements which involve known and unknown risks and uncertainties. The risks and uncertainties that the Company faces may affect the accuracy of forward-looking statements, excluding the following: i. the statements of Operation Overviews in this Annual Report

  • ii. Certain statements about price, qualities, operations, trends of profits, overall market trends, risk managements, and exchange rates in this Annual Report.

The Company will not update forward-looking statements in this Annual Report or make changes in response to future events or information. In view of these risks and other risks, uncertainties and assumptions, the forward-looking statements and circumstances of the annual report may or may not happen in the manner expected by the Company. Therefore, investors shall not rely on any forward-looking statements.

  • e. The managerial team faced the challenges of becoming a listed company for the first time: Before listing, the Company has recruited qualified talents in main operating bases to organize outstanding teams as the powerful backing for the managerial team. Some from the managerial team had worked in listed companies of Taiwan and have certain levels of understanding of Taiwan’s relevant laws and regulations. Therefore, the Company is capable of facing the challenge of becoming a listed company.

  • f. The Company is a holding company that relies on its subsidiaries’ performances and their capabilities of dividends distributions while its dividends distribution and funds transfer are limited.

  • The Company is a holding company established in the Cayman Islands with no commercial operations and revenue sources. The Company's profit mainly comes from operating subsidiaries. The subsidiary in Thailand of the Company is the major profit source; therefore, the capital sources of the cash dividends are mainly from the cash dividends of the subsidiary. However, the cash dividends distributed by the subsidiaries will be subject to the laws, cash transfers and foreign exchange controls on the repatriation of local state dividends at the time and effected by exchange rates. The Company shall not fully control yet. In addition, the subsidiaries of the Company are independent juristic persons. When a subsidiary goes bankrupt, loses its solvency, reorganizes, liquidates or realizes the assets, the Company's assets or distribution order will be inferior to the creditors of the subsidiary.

The distribution of dividends or other benefits of the Company will be handled in accordance with relevant regulations. It is recommended that investors know and consult with experts about the impact of a holding company tax on their own investments.

G. Other important matters: None.

123

VIII. Special Notes

  • A. Information of the subsidiaries 1. Organization Chart

==> picture [568 x 251] intentionally omitted <==

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

Regal Holding Co., Ltd.
Regal Holding Co.,
(Cayman Islands) Ltd. Taiwan Branch
99.99% 100% 70% 100% 100%
Regal Jewelry GIO VAN GOGH Chaporo Co.,Ltd. Regal Reunite Inspiring
Manufacture Co., Ltd. (INTERNATIONAL) (Seychelles) Management Creation Co., Ltd.
(Thailand) JEWELRY LIMITED Solution Co., Ltd. (Taiwan)
(Thailand)
(Hong Kong)
51% 49% 100%
Regal Plating Linden Integrated GIO VAN GOGH (Shenzhen)
Co., Ltd. Co., Ltd. JEWELRY LIMITED
(Thailand) (Thailand) (China)
----- End of picture text -----

124

2. Information of Subsidiaries

Dec. 31, 2020; Unit: NT$000

Name Established date Address Currency/Paid-up
Capital		 Currency/Paid-up
Capital		 Major Business or
production
Regal Jewelry Manufacture Co., Ltd. (RJM) Feb. 21, 1999 No. 84/4 Village No.7 Phet Kasem 122 Alley, Phet
Kasem Road, Om Noi Sub-district, Krathum Baen
District,Samut Sakhon Province 74130 Thailand		 THB 455,000 Design,
manufacture,
and
sales ofjewelry
Regal Plating Co., Ltd. (RGP) July. 01, 2013 No. 84/5 Village No.7 Phet Kasem 122 Alley, Phet
Kasem Road, Om Noi Sub-district, Krathum Baen
District,Samut Sakhon Province 74130 Thailand		 THB 25,000 Jewelry plating
GIO VAN GOGH (International) Jewelry
Limited		 Nov. 13, 2014 Unit 1307, Beverley Commercial Centre, 87-105
Chatham Road South, Tsim Sha Tsui, Kowloon,
HongKong		 HKD 9,400 Investment
GIO VAN GOGH (Shenzhen) Jewelry
Limited		 Apr. 20, 2015 X25, Room 602, Floor D6, Building 5, Shenzhen
Software Industries Base, No.14/16, Haitian Second
Road, No.11/13/15, Haitian First Road, Binhai
Community, Yuehai Sub-district, Nanshan District,
Shenzhen, Guangdong		 RMB 8,100 Sales of jewelry and
market information
gathering
Regal Management Solution Co., Ltd. Apr. 05, 2018 No. 84/6 Village No.7 Phet Kaseam 122 Alley, Phet
Kaseam Road, Om Noi Sub-district, Krathum Baen
District,Samut Sakhon Province 74130 Thailand		 THB 16,000 Investment
Linden Integrated Co., Ltd. Dec. 13, 2018 No. 84/4 Village No.7 Phet Kasem 122 Alley, Phet
Kasem Road, Om Noi Sub-district, Krathum Baen
District,Samut Sakhon Province 74130 Thailand		 THB 5,000 Sales of jewelry
Chaporo Co.,Ltd. Oct. 05, 2018 Offices of Portcullis (Seychelles) Ltd, of F20, 1st
Floor, Eden Plaza, Eden Island, Seychelles.		 USD 5 Investment
Reunite Inspiring Creation Co., Ltd. Oct. 18, 2019 2F.-1, No. 72, Sec. 1, Zhongxiao W. Rd.,
Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.)		 NTD 45,000 Sales of jewelry
  1. Presumption of a relationship of control or subordination that have the same shareholders: None.

125

4. Transact business of the Company and subsidiaries

Name Location Major Business
Regal Jewelry Manufacture Co., Ltd. (RJM) Thailand Design, manufacture, and sales
ofjewelry
Regal Plating Co., Ltd. (RGP) Thailand Jewelry plating
GIO VAN GOGH (International) Jewelry Limited Hong Kong Investment
GIO VAN GOGH (Shenzhen) Jewelry Limited China Sales of jewelry and market
informationgathering
Regal Management Solution Co., Ltd. Thailand Investment
Linden Integrated Co., Ltd. Thailand Sales of jewelry
Chaporo Co.,Ltd. Seychelles Investment
Reunite Inspiring Creation Co., Ltd. Taiwan Sales of jewelry

126

5. Information of directors, supervisors, and general managers of subsidiaries

Dec. 31, 2020; Unit: share/%

Dec. 31,2020;Unit: share/% Dec. 31,2020;Unit: share/%
Name Title Name or Representative Shares holding
Shares Percentage
Regal Jewelry Manufacture Co., Ltd. (RJM) Chairman
Director
Director
Director		 PHACHARAPON PHAIBOONSUNTORN
SARAYUTH MUNGCHITVITSAVAKORN
LIN, PI-YUAN
LIN,CHIU-I		 1
1
-
-		 0.005%
0.005%
-
-
Regal Plating Co., Ltd. (RGP) Chairman
Director
Director		 PHACHARAPON PHAIBOONSUNTORN
SARAYUTH MUNGCHITVITSAVAKORN
WANG,CHUN-CHIN		 -
-
47,500		 -
-
19.00%
GIO VAN GOGH (International) Jewelry
Limited		 Chairman PHACHARAPON PHAIBOONSUNTORN Limited company -
GIO VAN GOGH (Shenzhen) Jewelry
Limited		 Chairman LIN, JU-YING Limited company -
Regal Management Solution Co., Ltd. Chairman PHACHARAPON PHAIBOONSUNTORN - -
Linden Integrated Co., Ltd. Chairman LIN, CHIN-SAN - -
Chaporo Co.,Ltd. Chairman PHACHARAPON PHAIBOONSUNTORN - -
Reunite Inspiring Creation Co., Ltd. Chairman LIN, JU-YING - -

127

6. Operation Circumstances of Subsidiaries

ation Circumstances of Subsidiaries ation Circumstances of Subsidiaries ation Circumstances of Subsidiaries ation Circumstances of Subsidiaries ation Circumstances of Subsidiaries ation Circumstances of Subsidiaries ation Circumstances of Subsidiaries ation Circumstances of Subsidiaries ation Circumstances of Subsidiaries
Dec. 31,2020;Unit: 1,000 currency
Name
Capital
Total assets
Total liabilities
Net worth
Regal Jewelry Manufacture Co., Ltd. (RJM)
THB
455,000
THB
1,768,030
THB
733,222
THB
1,034,808
Regal Plating Co., Ltd. (RGP)
THB
25,000
THB
358,247
THB
23,779
THB
334,468
GIO VAN GOGH (International) Jewelry Limited
HKD
9,400
HKD
935
HKD
19
HKD
916
GIO VAN GOGH (Shenzhen) Jewelry Limited
RMB
8,100
RMB
926
RMB
142
RMB
784
Regal Management Solution Co., Ltd.
THB
16,000
THB
4,442
THB
427
THB
3,495
Linden Integrated Co., Ltd.
THB
5,000
THB
2,485
THB
157
THB
4,015
Chaporo Co.,Ltd.
USD
5
USD
4
USD
1
USD
3
Reunite Inspiring Creation Co., Ltd.
NTD
45,000
NTD
23,062
NTD
2,702
NTD
20,360
Name Capital Total assets Total liabilities Net worth
Regal Jewelry Manufacture Co., Ltd. (RJM) THB 455,000 THB 1,768,030 THB 733,222 THB 1,034,808
Regal Plating Co., Ltd. (RGP) THB 25,000 THB 358,247 THB 23,779 THB 334,468
GIO VAN GOGH (International) Jewelry Limited HKD 9,400 HKD 935 HKD 19 HKD 916
GIO VAN GOGH (Shenzhen) Jewelry Limited RMB 8,100 RMB 926 RMB 142 RMB 784
Regal Management Solution Co., Ltd. THB 16,000 THB 4,442 THB 427 THB 3,495
Linden Integrated Co., Ltd. THB 5,000 THB 2,485 THB 157 THB 4,015
Chaporo Co.,Ltd. USD 5 USD 4 USD 1 USD 3
Reunite Inspiring Creation Co., Ltd. NTD 45,000 NTD 23,062 NTD 2,702 NTD 20,360

Note: The information of incomes and benefits of subsidiaries of the Company are business secrets. In order to protect shareholders’ equity, such information is not disclosed. Besides, the recognition of investment gains and losses in the current period has been disclosed in the notes to the financial statements.

7. Statements of Consolidated Financial Statements of Subsidiaries: N/A.

  1. Consolidated Financial Statements of Subsidiaries: N/A.

128

B. Private placement of securities during the most recent fiscal year or during the current fiscal year as to the date of publication of the annual report: None.

C. Holding or disposal of shares in the Company by the Company's subsidiaries during the most recent fiscal year or during the current fiscal year as to the date of publication of the annual report: None.

D. Other matters that require additional description: None.

E. Any of the situations listed in Article 36, paragraph 2, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year as to the date of publication of the annual report: None.

F. Material differences from the rules of the R.O.C. in relation to the protection of shareholder equity:

The Company has amended the Articles of the Company in accordance with the matters of protection of shareholder equity in “Checklist for the Protection of Shareholders' Equity of Foreign Issuers” of Taiwan Stock Exchange Corporation. However, part of material matters about protection of shareholder equity is not applicable under the laws and regulations of Cayman Islands and are not amended in the Articles of the Company. Please see the followings:

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
A company choosing to issue no par value shares
shall not convert its shares into par value shares.

The Company issues par value shares and the
price of one common share is NT$10. Therefore,
the Article 156-1, paragraph 6 of Company Act
is not applicable.
1. Shareholders’ meetings shall be convened
within the territory of R.O.C. If the
shareholders’ meetings are going to be
convened outside of the territory of R.O.C.,
the application of approval of Taiwan Stock
Exchange Corporation must be submitted in
two days after the resolution of BOD or
shareholders obtain the permission from
authorized governments.
2. Any or a plural number of shareholder(s) of a
company who has (have) continuously held
3% or more of the total number of
outstanding shares for a period of one year or
a longer time may, by filing a written
proposal setting forth therein the subjects for
discussion and the reasons, request the board
of directors to call a special meeting of
shareholders. If the board of directors fails to
give a notice for convening a special meeting
of shareholders within 15 days after the
filing of the request under the preceding
Paragraph, the proposing shareholder(s)
may,after obtainingan approval from the





















1. As for the part that shareholders convene
meetings on his/their own, there is no special
term about it in Cayman Islands’ Company
Act. Therefore, the Article 19.6 and 19.7 of
the Articles of Association does not regulate
the shareholders to report to the competent
authority for permission before convening
the shareholders' temporary meeting.
2. Besides, if the shareholders are going to
convene meeting outside of the territory of
R.O.C. on their own, they do not need to
report to the competent authority for
permission
before
convening
the
shareholders' temporary meeting. Therefore,
the Article 19.6 and 19.7 of the Articles of
Association only regulates that the meeting
shall be reported to GTSM or TWSE (as
applicable in its case) for approval instead of
“the application of approval of Taiwan Stock
Exchange Corporation must be submitted in
two days after shareholders obtain the
permission from authorized governments.”
In thispart,there should have no substantial

129

Material matters of protection of shareholder Articles of Association and reasons of equity differences competent authority, convene a special impact on shareholders’ equity of R.O.C. meeting of shareholders on his/their own. The Articles of the Incorporation shall be stated In respect of the exercise of voting rights by that electronic means can be one of the methods shareholders in writing or electronically, the to exercise voting rights. When the Company Cayman Islands’ Company Act does not mention holds a shareholders meeting, it may allow the whether shareholders who exercise their voting shareholders to exercise voting rights by rights in writing or electronically can be deemed correspondence or electronic means; The to have attended the shareholders' meeting in Company that holds shareholders’ meetings person and the Cayman Islands lawyers have not outside of the territory of R.O.C. may allow found any relevant cases. There will make shareholders to exercise voting rights by another arrangement. The Article 25.4 of the correspondence or electronic means. When Company’s Articles regulates “A Member who voting rights are exercised by correspondence or exercises his voting power at a general meeting electronic means, the method of exercise shall be by way of a written ballot or by electronic specified in the shareholders meeting notice. A transmission shall be deemed to have appointed shareholder exercising voting rights by the chairman of the general meeting as his proxy correspondence or electronic means will be to vote his shares at the general meeting only in deemed to have attended the meeting in person, the manner directed by his written instrument or but to have waived his/her rights with respect to electronic document. The chairman of the the extraordinary motions and amendments to general meeting as proxy shall not have the original proposals of that meeting. power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.” And the Article 26.3 of the Company’s Articles regulates the Chairman of shareholders’ meetings being deemed appointed as proxy shall not be limited by 3% of the total voting rights of the issued shares. The preceding differences are due to the Company Act in Cayman Islands does not have the same regulation, there should have limited impact on shareholders’ equity of R.O.C.

130

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
1. A company may explicitly provide for in its
Articles of Incorporation that the surplus
earning
distribution
or
loss
off-setting
proposal may be proposed at the close of each
quarter or each half fiscal year.
2. The proposal of surplus earning distribution or
loss off-setting for the first three quarters or
half fiscal year, together with the business
report and financial statements, shall be
forwarded to supervisors for their auditing,
and afterwards be submitted to the board of
directors for approval.
3. A company distributing surplus earning in
accordance with the provision of the
preceding paragraph shall estimate and
reserve the taxes and dues to be paid, the
losses to be covered and the legal reserve to be
set aside. Where such legal reserve amounts to
the total paid-in capital, this provision shall
not apply.
4.A company distributing surplus earning in the
form of new shares to be issued by the
company in accordance with the provision of
Paragraph Two shall be resolved by a majority
of the shareholders present who represent two-
thirds or more of the total number of its
outstanding shares of the company. If the total
number of shares represented by the
shareholders present at a meeting of
shareholders is less than the threshold
specified in the preceding Paragraph, the
resolution may be adopted by a large majority
(2/3 or more) vote of the shareholders present
at that meeting of shareholders attended by the
shareholders representing a majority of the
total number of the outstanding shares of the
company.; if such surplus earning is
distributed in the form of cash,it shall be

































The Article 228-1 of Company Act is not
mandatory, and the Company did not adopt, so
there is no amendment in the Articles of
Association.

131

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
approved by a meeting of the board of
directors.
5.Surplus earning distribution or loss off-setting
proposal in accordance with the provisions of
the preceding four paragraphs shall be made
based on the financial statements audited or
reviewed bya certifiedpublic accountant.



Any proposal that involves major equity of
shareholders as followings shall be with a
resolution adopted by a majority of the
shareholders present who represent two-thirds
or more of the total number of its outstanding
shares. If the total number of shares represented
by the shareholders present at shareholders’
meeting is not sufficient to meet the criteria
specified in the preceding paragraph, the
resolution to be made thereto may be adopted
by two-thirds or more of the attending
shareholders who represent a majority of the
total number of its outstanding shares:
1.Enter into, amend, or terminate any contract
for lease of the company’s business in whole,
or for entrusted business, or for regular joint
operation with others; transfer the whole or
any essential part of its business or assets; or
accept the transfer of another’s whole business
or assets, which has great bearing on the
business operation of the company.
2.Modification or alteration the Company’s
Articles of Association
3.Any modification or alteration the Company’s
Articles of Association shall also be adopted
in a resolution by a meeting of special
shareholders.
4.The whole or a part of the surplus profit
distributable as dividends and bonuses
distributed in the form of new shares
5.Dissolution,consolidation or merger,or split-
























1.About the methods of resolutions of
shareholders’ meetings, except the regular
resolutions and supermajority resolutions, the
Article 1.1 states the definition of Special
Resolution of Cayman Islands’ Company
Laws, is a resolution passed at a general
meeting of the Company by a majority of at
least two-thirds of the votes cast by such
Members who, being entitled to do so, vote in
person or by their proxies, or, in the case of
Members that are corporations or other non-
natural person, by their duly authorized
representatives by computing the number of
votes to which each Member is entitled.
2.According to the regulation of Cayman
Islands’ Company Laws, the followings
should be adopted by special resolutions:
(1) modification or alteration the Company’s
Articles of Association
According to Cayman Islands laws,
modification
or
alteration
the
Company’s Articles of Association
shall be adopted by special resolutions.
Therefore, in Article 12.1 of the
Company’s Articles of Association, the
thresholds of resolutions have been
modified rather than changing to
supermajority resolutions complied
with “Checklist for the Protection of
Shareholders'
Equity
of
Foreign
Issuers.” Besides,in Article 13 of the

132

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
up of the Company
6. Issue restricted stock for employees		 Company’s Articles of Association, if
any modification or alteration in the
Articles
is
prejudicial
to
the
preferential rights of any class of
shares, such modification or alteration
shall be adopted by a Special
Resolution and shall also be adopted by
a Special Resolution passed at a
separate meeting of Members of that
class of shares.
(2) Dissolution:
According to Cayman Islands’ Law, if
the Company resolves that it be wound
up voluntarily because the Company is
unable to pay its debts as they fall due,
the resolution of dissolution shall be
adopted by shareholders’ meetings.
However, if the Company is wound up
voluntarily for reasons other than
above ones, the dissolution shall be
resolved by Special Resolution in
accordance with Cayman Islands’
Company Act. Therefore, in Article
12.4(a) of the Company’s Articles of
Association,
the
thresholds
of
resolutions of dissolution of the
Company voluntarily due to unable to
pay the debts as they fall due have been
modified rather than changing to
supermajority resolutions complied
with “Checklist for the Protection of
Shareholders'
Equity
of
Foreign
Issuers.”
(3) Consolidation or merger:
The voting methods of engaging
“within the definition of "merger"
and/or "consolidation" under the Law”
are mandatory provision in Cayman
Islands’ CompanyAct. Therefore,in

133

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
Article 12.3(b) of the Company’s
Articles of Association, any Merger
(except for any Merger which falls
within the definition of "merger"
and/or "consolidation" under the Law,
which requires the approval of the
Company by Special Resolution only)
shall be adopted by supermajority
resolutions.
3.The difference between the above matters and
the
Checklist
for
the
Protection
of
Shareholders' Equity of Foreign Issuers is the
matters shall be adopted by supermajority
resolutions in important matters of protection
of shareholders’ equity are regulated to
supermajority
resolutions
and
special
resolutions respectively in the Company’s
Articles of Association. This kind of
difference is because of the Cayman Islands
laws. Since the matters shall be adopted by
supermajority
resolutions
in
important
matters of protection of shareholders’ equity
are regulated to supermajority resolutions and
special
resolutions
respectively in the
Company’s Articles of Association, the
Articles of Association shall have a limited
impact on shareholders' equityin thispart.
1.Supervisors of a company shall be elected by
the meeting of shareholders, among them at
least one supervisor shall have a domicile
within the territory of the Republic of China
2.The term of office of a supervisor shall not
exceed three years, but he may be eligible for
re-election.
3.In case all supervisors of a company are
discharged, the board of directors shall, within
60 days, convene a special meeting of
shareholders to elect new supervisors.
4.Supervisors shall supervise the execution of








There is no notion of “supervisors” in Cayman
Islands’ Company Act; therefore, while applying
for the listed company, the Audit Committee is
set instead of supervisors. As a result, there is no
relevant regulations of supervisors in the Articles
of Association.

134

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
business operations of the company and may
at any time or from time to time investigate the
business and financial conditions of the
company, examine the accounting books and
documents, and request the board of directors
or managerial personnel to make reports
thereon.
5.Supervisors shall audit the various statements
and records prepared for submission to the
shareholders’ meeting by the board of
directors and shall make a report of their
findings and opinions at the meeting of
shareholders.
6.In performing their functional duties, the
supervisors may appoint, on behalf of the
company, a practicing lawyer and a certified
public accountant to conduct the examination.
7.Supervisors of a company may attend the
meeting of the board of directors to their
opinions. In case the board of directors or
any director commits any act, in carrying out
the business operations of the company, in a
manner in violation of the laws, regulations,
the Articles of Incorporation or the resolutions
of the shareholders’ meeting, the supervisors
shall forthwith advise, by a notice, to the board
of directors or the director, as the case may be,
to cease such act.
8.Supervisor may each exercise the supervision
power individually.
9.A supervisor shall not be concurrently a
director, a managerial officer or other
staff/employee of the company.


























1.Shareholder(s)
who
has/have
been
continuously holding 1% or more of the total
number of the outstanding shares of the
company over six months may request in
writing the supervisors of the company to
institute,for the company,an action against a





There is no notion of “supervisors” in Cayman
Islands’ Company Act and the Company has set
up the Audit Committee, so there are no relevant
regulations of supervisors in the Articles of
Association. Only about the regulation of minor
shareholders’ request to institute an action

135

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
director of the company and the jurisdiction in
the first instance is Taipei District Court in
Taiwan.
2.In case the supervisors fail to institute an
action within 30 days after having received the
request, the shareholders may institute the
action for the company and the jurisdiction of
lawsuit is Taipei District Court in Taiwan.
3.Subject to the condition that the board of
directors does not or is unable to convene a
meeting of shareholders, the supervisors or
independent directors of audit committee may,
for the benefit of the company, call a meeting
of shareholders when it is deemed necessary.










against a director of the Company in Article 214
of Company Act, R.O.C. In Article 48.3 of the
Articles of Association, to the extent permitted
under the laws of the Cayman Islands, Members
continuously holding one per cent (1%) or more
of the total issued shares of the Company for
over six months or longer may:
(a) request in writing the Board to authorize any
Independent Director of the Audit Committee to
file a petition with the Taipei District Court,
ROC for and on behalf of the Company against
any of the Directors; or
(b) request in writing any Independent Director
of the Audit Committee to file a petition for and
on behalf of the Company against any of the
Directors; the petition may be filed with the
Taipei District Court, ROC as the court of the
first instance; or the Member(s) may, to the
extent permitted under the laws of the Cayman
Islands, file a petition with the Taipei District
Court, ROC for and on behalf of the Company
against the relevant Directors within thirty (30)
days after such Member(s) having made the
request under the preceding clause (a) or (b) if (i)
in the case of clause (a), the Board fails to make
such authorization or the Independent Director
of the Audit Committee having been authorized
by the Board fails to file such petition, or (ii) in
the case of clause (b), the Independent Director
of the Audit Committee fails to file such petition.
However, according to Cayman Islands’
regulations, about the above regulations,
Cayman
Islands’
lawyers
remind
the
followings:
The Company Act of Cayman Islands does not
have specific regulation to allow minority
shareholders institute an action against a
director of the Company. The Articles of

136

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
Association
is
not
a
contract
between
shareholders and directors, but an agreement
between shareholders and the Company.
Therefore, even though the Articles allows
minority shareholders to institute an action
against directors, the Cayman Islands’ lawyers
think this will not be able to bond directors.
However,
under
the
regular
laws,
all
shareholders (including minority shareholders),
no matter what his/her share hold percentage is
or how long he/she holds shares, have the right
to request to institute an action (including
against a director). Once shareholders institute
an action, the Cayman Islands’ court have the
full power to decide whether the shareholders
can continue the lawsuit. Repeatedly, even
though the Articles of Association allow
minority shareholders (or shareholders with the
required shareholding ratio or shareholding
period), institute an action against a director on
behalf
of
the
Company;
however,
the
continuation of the lawsuit will ultimately
depend on the decision of the Cayman Islands
court. According to the relevant judgment of the
Grand Court of the Cayman Islands, when the
Cayman Islands courts consider whether to
approve
the
continuation
of
derivative
proceedings, the applicable criterion is whether
the Cayman Islands courts believe and accept
that the plaintiff’s request on behalf of the
company
is
ostensibly
substantive.
The
wrongdoings claimed by the company are
controlled by the controllable company, and the
controllers can prevent the company from
litigating it. According to the Cayman Islands’
Laws, the Board of Directors shall act on behalf
of the Company as a whole (not individual
directors)
to
make
decisions.
Therefore,

137

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
directors shall follow the resolution of the Board
of Directors to authorize any director on behalf
of the Company according to the Articles of
Association to file the charge to other directors.
The Company Act of Cayman Islands does not
regulate that shareholders may request directors
of the company to convene board of directors’
meetings to resolute specific matters. However,
the Company Act of Cayman Islands does not
prohibit the company from establishing Articles
of Association and relevant rules of procedures
of board meetings (including the regulations of
conveningboard meetings.)
1. Directors of the Company shall have the
loyalty and shall exercise the due care of a
good administrator in conducting the
business operation of the company; and if
he/she has acted contrary to this provision,
shall be liable for the damages to be sustained
by the company there-from. In case the
responsible person of a company does
anything for himself/herself or on behalf of
another person in violation of the behaviors,
the meeting of shareholders may, by a
resolution, consider the earnings in such an
act as earnings of the company
2. If directors of the Company have, in the
course of conducting the business operations,
violated any provision of the applicable laws
and/or regulations and thus caused damage to
any other person, he/she shall be liable,
jointly and severally, for the damage to such
other person.
3. The managers and supervisors, acting within
the scope of their duties, shall also be liable
for the damages, same as the directors of the
Company.




















In the Article 48.4 of the Articles of
Association, “Without prejudice and subject to
the general directors’ duties that a Director owe
to the Company and its shareholders under
common law principals and the laws of the
Cayman Islands, a Director shall perform his
fiduciary duties of loyalty and due care of a
good administrator in the course of conducting
the Company’s business, and shall indemnify
the Company, to the maximum extent legally
permissible, from any loss incurred or suffered
by the Company arising from breach of his
fiduciary duties. If a Director has made any
profit for the benefit of himself or any third
party as a result of any breach of his fiduciary
duties, the Company shall, if so resolved by the
Members by way of an Ordinary Resolution,
take all such actions and steps as may be
appropriate and to the maximum extent legally
permissible to seek to recover such profit from
such relevant Director. If a Director has, in
the course of conducting the Company’s
business, violated any laws or regulations that
causes the Company to become liable for any
compensation or damages to any person, such
Director shall becomejointlyand severally

138

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
liable for such compensation or damages with
the Company and if any reason such Director is
not made jointly and severally liable with the
Company, such Director shall indemnify the
Company for any loss incurred or suffered by
the Company caused by a breach of duties by
such Director. The Officers, in the course of
performing their duties to the Company, shall
assume such duties and obligations to
indemnify the Company in the same manner as
if they are Directors.”
However, according to Cayman Islands’
regulations, about the above regulations,
Cayman Islands’ lawyers remind the followings:
In Cayman Island’s law, generally speaking,
managers or supervisors do not take the same
responsibilities as the company’s directors to the
company or shareholders. However, if managers
or supervisors are authorized to represent top-
level executives, they shall share the same
responsibilities as the company’s directors. For
the avoidance of doubt, companies in Cayman
Islands generally regulate the managers’ or
supervisors’ responsibilities and obligations to
companies and shareholders in their service
contracts.
For the same reason, because the company’s
Articles of Association is the agreement
between
shareholders
and
the
company,
managers or supervisors are not litigants of the
company’s Articles of Association. Therefore,
any penalty of damages that claims to managers
or supervisors who violate their obligations shall
be regulated in their service contracts.
From the prospect of Cayman Island’s law, the
company’s Articles of Association is the
agreement between shareholders and the
applying company and directors of the applying
company are not litigants of the company’s
Articles of Association,so lawyers of Cayman

139

Material matters of protection of shareholder
equity
Articles of Association and reasons of
differences
Islands think the Articles of Association do not
have bonding force to directors. If the company
wants to make the relevant clauses have a
contractual effect on the directors, lawyers of
Cayman Islands think the company shall
regulate relevant rights in contracts with
individual directors,such as service contracts.

140

REGAL HOLDING CO., LTD.

CHAIRMAN: PHACHARAPON PAIBOONSUNTORN

205

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