RH - Annual Report 2021 | FinancialReports.eu

Stock Code 4807

Regal Holding Co., Ltd. Annual Report 2021

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 March 31, 2022

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) 2501-1225 ]

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

A d d r e s s : Road, 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 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
( 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

March 31, 2022

			March 31,2022
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	Bachelor of Business Administration & Management, Pepperdine University 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 Dean of Department of International Trade, Fu Jen Catholic University Director of Institute of Finance, Fu Jen Catholic University Associate dean of College of Management, Fu Jen Catholic University International and Resource Development CEO, Fu Jen Catholic University Independent director of Land Bank of Taiwan
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 ............................................................................... 3 B. Formation History ......................................................................................................... 3 C. Risk Matters .................................................................................................................... 5 III. Corporate Governance Report A. Organization System ..................................................................................................... 7 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 ......................................................................... 9 C. Remuneration paid to Directors, Supervisors, General Manager, and Deputy General Manager in the most recent fiscal year ....................................................................... 20 D. The state of the Company's implementation ................................................................ 26 E. Information on CPA professional fees ......................................................................... 76 F. Alternation of CPA ....................................................................................................... 77 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 .................................................. 77 H. Transfer & pledge of stock equity by directors, supervisors, managerial officers, and holders of 10% or more of company shares .................................................................. 78 I. Information on relationships among the top ten shareholders ........................................ 79 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 ................................................................... 81 IV. Information on Capital Raising Activities A. Capital and Shares ........................................................................................................... 82 B. Section on Corporate Bonds ............................................................................................ 88 C. Preferred Share ................................................................................................................ 89 D. Global Depository Receipts (GDR) ................................................................................ 89

Page E. Subscription of warrants for employees .......................................................................... 89 F. Subscription of new shares for employee restricted stocks ............................................. 90 G. Issuance of new shares due to acquisition of shares of another company ...................... 92 H. Implementation of fund usage plan ................................................................................. 92 V. Overview of Business Operations A. Description of the business ............................................................................................. 93 B. Analysis of the market and the production and marketing situation ............................. 107 C. The number of employees ............................................................................................. 116 D. Disbursements for environmental protection ................................................................ 117 E. Labor relations ............................................................................................................... 117 F. Important contracts ........................................................................................................ 119 VI. Financial Standing A. Concise consolidated balance sheets and statements of comprehensive income for the past 5 fiscal years ......................................................................................................... 121 B. Most Recent 5-Year Financial Analysis ........................................................................ 123 C. Audit committee's report for the most recent year's financial statement ....................... 125 D. Consolidated financial statements with subsidiaries for the most recent year, audited by CPA .......................................................................................................................... 126 E. Unconsolidated Financial Statements (not including the contents of statement of major accounting items) for the most recent year, audited by CPA ................................... 126 F. Financial Difficulties of the Company and its subsidiaries ........................................... 126 VII. Review and Analysis of the Company's Financial Status and Performance, and a List of Risks A. Financial Status ............................................................................................................. 127 B. Financial Performance ................................................................................................... 127 C. Cash Flow Analysis ....................................................................................................... 128 D. Effect upon financial operations of any major capital expenditures during the most recent fiscal year ............................................................................................................ 129 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 ................................................ 129

Page F. Risk analysis during the most recent year and as of the Date of this Annual Report .................................................................................................................................. 130 G. Other important matters ................................................................................................ 137 VIII. Special Notes A. Information of the subsidiaries ...................................................................................... 138 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 ......................................... 143 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 ........................................................................................................ 143 D. Other matters that require additional description .......................................................... 143 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 ............................. 143 F. Material differences from the rules of the R.O.C. in relation to the protection of shareholder equity ......................................................................................................... 143

I. Report to the Shareholders

In 2021, the prevention and control of the new coronavirus is still severe. The instability of the global supply chain has caused inflation rates of various countries to hit new highs. The world economy is still struggling to move forward under its many challenges. As a global affordable luxury jewelry manufacturer, Regal Holdings faces many external challenges. During these times, we uphold our spirit of prudence, and regard this as a test for the company’s team. On the other hand, we strengthened the coronavirus prevention protocols for our staff, adjusted the arrangement of the production lines, and gradually optimized our production process. At the same time, we focused on the improvements of product quality and the research and development of high-level skills, resulting in a steady growth of profit throughout the year.

The consolidated operating income of Regal Holdings for 2021 was NTD 2,088,363 thousand dollars, a year-on-year increase of 18.28%. The consolidated net profit after tax was NTD 137,676 thousand dollars, and the earnings per share was NTD 3.32. From the perspective of the jewelry manufacturing income portfolio, metalworking revenue increased by approximately 38.26% annually, however, the gross profit margin of metalworking in 2021 decreased slightly to 25.14% from the 25.52% in the previous year. This is mainly due to the manufacturing of a large order of a machine-made product. The plating revenue decreased by about 5.54% year-on-year, however, the gross profit margin of plating increased to 11.25% from the 10.80% in the previous year, mainly due to the proper control of precious metal procurement costs and the increase in yield rate.

In order to effectively increase profits, in addition to strengthening the adjustment of monthly core orders and manpower allocation of production lines, we have also changed from one large-scale production plant into multiple medium-sized plants to attract more high-margin product orders and potential business opportunities. In addition, through the “A-Team” cross-departmental efforts to continuously improve the success rate of new product developments, and the upgrade of software and hardware technology to improve management efficiency, the overall operating expense ratio decreased by 9.59% compared with 2020. Furthermore, in response to fluctuations in exchange rates and precious metal prices, we also continue to dynamically adjust our portfolio for a conservative hedging strategy and risk management, so as to minimize the uncertainty caused by financial costs to profits.

In 2022, a new round of epidemic spread through the new variant of coronavirus Omicron, coupled with uncertainties such as interest rate rises, wars and inflation in the global market. Although economists have revised down the global economic growth outlook, however, faced with many possible impacts, we still aim to achieve at least 10% annual performance growth, and focus on operations catering to changes in consumer and market channel demands under the new normal. Externally, in the spirit of growing partnerships with customers, we will continue to formulate different marketing and cooperation models to continue to develop a full range of jewelry products with future fashion trends. At the same time, we will focus on the control of the gross profit margin of orders, and will not rule out the possibility of evaluating cross-industry cooperation for the needs of customers such as overseas factories and logistics centers. Internally, in addition to the continuous implementation of coronavirus protocols, we will also focus on the improvement of orders

and production capacity allocation to maximize efficiency. We will achieve this through the automation of some processes, the update of our ERP system, the improvement of outsourcing, and the development of the production staff's craftsmen skills and management skills. These efforts lay the groundwork for the sustainable growth of the group.

With the signing of the Glasgow Climate Pact at the 26[th] United Nations Climate Change Conference (COP26), and consumers and brands in the jewelry industry paying more and more attention to environmental protection issues such as carbon emissions, our company has signed a consulting contract with the Thailand Environment Institute (TEI) since December 2021. We aim to set goals for energy conservation, carbon reduction, waste and pollution reduction, and will start a series of green projects from the first quarter of 2022. These projects will include carbon emission checks, the establishment of a sustainable development department, etc. Based on our existing corporate governance, we introduced the ESG framework, established the carbon footprint standard, and introduced short, mid, and long-term plan to move towards carbon neutrality. Starting from being the core green supplier of our customer’s brands, we plan to contribute our part to environmental protection and our social responsibility by implementing projects such as recycling and refining, green factories, and cooperating with educational institutions. Through the passionate heart and never-ending vigor of all Regal employees and our passion for continued achievements, we believe that Regal Holdings will become the first choice for consumers and brands to provide higher-quality "green" products in 2022.

On behalf of the board of directors and the management team, I would like to sincerely thank all the shareholders of Regal Holdings for their trust under many challenges. In 2022, we will continue to lead the company forward and strive to create new growth opportunities for the company and customers. Thank you for your support and encouragement.

Sincerely,

PHACHARAPON PHAIBOONSUNTORN, Chairman of Regal Holdings Co., Ltd.

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. (RJM), Regal Plating Co., Ltd. (RGP), 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. and Regal Precious Metal Innovation Co., Ltd. Among the companies, RJM is the main operating company established in 1991. As a professional manufacturer of jewelry and accessories, RJM 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 Industry by Thailand government. 3. Regal PlatingCo.,Ltd. was founded.
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.
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.
April,2018	Regal Management Solution Co.,Ltd. was founded.
December, 2018	1. 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. 2. Linden Integrated Co.,Ltd. was founded.
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 accepting the small amount but diversified production of the Z generation.
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 improveproduction flexibility

and efficiency.

March, 2022 Regal Precious Metal Innovation Co., Ltd. was founded.

C. Risk Matters

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

The country of incorporation of the company is the British Cayman Islands (with financial services as the main economic activity), and the main country of operation is Thailand (one of the major economic systems in Southeast Asia), which has open economy and without foreign exchange control, and the political and economic environment is still stable. Despite the rapid changes in the global economic environment, we has not had any significant impact on profit or loss due to the overall economy or inflation so far. However, we always pays attention to market price fluctuations and maintains a good relationship with customers and suppliers. Therefore, the profit and loss in recent years has not been significantly affected by the general economy or inflation. Also, if the purchase cost increases due to inflation, we will also adjust the procurement strategy, cost structure and product selling price in a timely manner to reduce the impact on profit and loss. In addition, the products developed, produced and sold by us are consumer goods for people's livelihood, not licensed or restricted industries. The export of products is mainly quoted in US dollars, and the procurement and operation related expenses are paid in Thai baht. Therefore, the risk of exchange rate fluctuations mainly comes from accounts receivable denominated in foreign currencies. Since 2014, we has increased our business volume in Thailand and increased the proportion of accounts receivable in Thai baht, so as to diversify the concentration of currencies. We also continue to pay attention to fluctuations in the exchange rate market. If there is a need for hedging, derivatives can also be used in a timely manner. Therefore, we will not have any material events that affect our finance or business due to important local policies, laws or exchange rate changes in the British Cayman Islands or Thailand. Furthermore, the implementation of various businesses of us is handled in accordance with important domestic and foreign policies and legal regulations. In recent years, we also paid attention to important domestic and foreign policy development trends and legal changes at any time, so as to promptly respond to changes in the market environment and take appropriate countermeasures.

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.

We always pay attention to the update and improvement of relevant technologies in the industry in which it operates, grasps the latest market information, and evaluates its impact on the company's operations. From 2020, the existing ERP system is upgraded, and the inherent MES (Manufacturing execution system) software will be integrated. It is expected that the efficiency of the overall production process can be improved. In the most recent year and as of the publication date of the prospectus, technological changes and industrial changes have no significant impact on the company's financial business. For implementation matters, please refer to page 132 of the annual report.

III. Corporate Governance Report

A. Organization System

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
	CEO off ice		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

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

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

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

March 31, 2022 Unit: Share;%

Title	Nationality or place of registration	Name	Gende/age	Elected date	Term	First Elected date	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
Chairman	Thailand	Representative: PHACHARAPON PHAIBOONSUNTORN	M/51-61	06.28.2019	3 years	09.30.2016	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%	－	－	－	－			－	－	－	-
Director	Seychelles	Hyperion Trading Co., Ltd.	M/51-60	06.28.2019	3 years	09.30.2016	1,463,682	4.61%	1,463,682	3.81%	－	－	－	－	Diploma of Management courses in Management & Psychology Institute, Thailand Graduated from Suankularb high school, Thailand Manager of Production Dept., Regal Jewelry Manufacture Co., Ltd.	Director and Deputy General Manager, Production, Regal Jewelry Manufacture Co., Ltd. Director, Regal Plating Co., Ltd. Director, Hyperion Trading Co., Ltd.	－	－	－	-
	Thailand	Representative: SARAYUTH MUNGCHITVITSAVAKORN					－	－	284,800	0.74%	－	－	1,463,682	3.81%			－	－	－	-

Title	Nationality or place of registration	Name	Gende/age	Elected date	Term	First Elected date	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
							Number	%	Number	%	Number	%	Number	%			Title	Name	relation
Director	Samoa	Orlog Global Co., Ltd.	F/40-50	06.28.2019	3 years	09.30.2016	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/40-50	06.28.2019	3 years	09.30.2016	398,000	1.51%	398,000	1.04%	－	－	－	－	Bachelor of Business Administration & Management, Pepperdine University	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

Title	Nationality or place of registration	Name	Gende/age	Elected date	Term	First Elected date	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	LEE, TSUNG-PEI	M/61-70	06.28.2019	3 years	08.28.2015	－	－	－	－	－	－	－	－	Ph. D., Economics, National Chengchi University Dean of Department of International Trade, Fu Jen Catholic University Director of Institute of Finance, Fu Jen Catholic University Associate dean of College of Management, Fu Jen Catholic University International and Resource Development CEO, Fu Jen Catholic University Independent director of Land Bank of Taiwan	Powertech Industrial Co.,Ltd independent director Guangding Technology Co., Ltd. independent director Fu Jen Catholic University Hospital director College of Management, Fu Jen Catholic University MS Program in Technology Management director	－	－	－

Title	Nationality or place of registration	Name	Gende/age	Elected date	Term	First Elected date	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/51-60	06.28.2019	3 years	08.28.2015	－	－	－	－	－	－	－	－	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	－	－	－

Title	Nationality or place of registration	Name	Gende/age	Elected date	Term	First Elected date	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/51-60	06.28.2019	3 years	08.28.2015	－	－	－	－	－	－	－	－	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: The Directors were fully re-elected on June 17, 2020 Note 1: The legal person shareholder shall list the name of the legal person shareholder and its representative respectively (if it is a representative of the legal person shareholder, the name of the legal person shareholder shall be indicated), and shall fill in the following table 1.

Note 2: Use the 41-50 or 51-60-year-old method to represent the age of the director.

Note 3: Please indicate when you first served as a director of the company or why you ceased to be a director.

Note 4: Explain the experience related to the current position, once worked in the audit and visa accounting firm or related companies, and should explain the job title and the work in charge.

Note 5: If the chairman of the company and the general manager are the same person, spouse or first-degree relative, the reasons, rationality, necessity and countermeasures or related information should be explained (such as

increasing the number of independent directors, and more than half of the directors should not be employees or managers concurrently, etc.)

b. Major shareholders of juristic-person directors
(1) Major shareholders of juristic person’s shareholders

March 31, 2022

	March 31,2022
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%)

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

c. Professional knowledge and independence check matrix of directors

March 31, 2022

																March 31, 2022
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		✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	－
GUAN,JYH-LIANG	✓		✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	2

Board Diversity and Independence:

a. Board Diversity: Describe the Board's diversity policy, goals and achievement. Diversity policies include but are not limited to director selection criteria, professional qualifications and experience that the board of directors should possess, gender, age, nationality and culture, etc. Describe the company's specific goals and how they have been achieved.

b. Board independence: Explain the number and proportion of independent directors, and explain that the board of directors is independent, and explain with reasons whether there are no conditions specified in Items 3 and 4 of Article 26-3 of the Securities and Exchange Act, including a description of the directors, supervisors or directors and Supervise the situation of spouses and relatives within the second degree of kinship.

Note 1: Professional qualifications and experience: state the professional qualifications and experience of individual directors and supervisors. If they are members of the audit committee and have accounting or financial expertise, their accounting or financial background and work experience should be stated, and whether there is no case in Company Law

Article 30.

Note 2: Independent directors shall state their independence, including but not limited to whether they, their spouse, or relatives within the second degree are the directors, supervisors or employees of the company or its affiliated companies; the number and proportion of the company’s shares held in the name of another person; whether to serve as a director, supervisor, or supervisor of a company that has a specific relationship with the company (refer to the provisions of Article 3, Paragraph 1, Subparagraphs 5 to 8 of the Regulations on the Establishment of Independent Directors and Matters to be obeyed by Public Offering Companies). Persons or employees; the amount of remuneration received for providing business, legal, financial, accounting and other services to the company or its affiliates in the last two years.

Note 3: For disclosure methods, please refer to Best Practices on the website of the Corporate Governance Center of the Taiwan Stock Exchange.

General manager, deputy general managers, deputy assistant general managers, and the supervisors of all the Company's divisions and branch units

March 31, 2022 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	324,800	0.85%	－	－	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-de gree 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	294,800	0.77%	－	－	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-de gree relative
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.	－	－	－

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-HSIUN G	M	2016/03	－	－	－	－	－	－	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: 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.

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

1. Remunerations of Directors

												December 31,2021 Unit: NT$000	December 31,2021 Unit: NT$000	December 31,2021 Unit: NT$000	December 31,2021 Unit: NT$000	December 31,2021 Unit: NT$000	December 31,2021 Unit: NT$000	December 31,2021 Unit: NT$000	December 31,2021 Unit: NT$000	December 31,2021 Unit: NT$000	December 31,2021 Unit: NT$000	December 31,2021 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)		Remuneratio n 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	－	－	－	－	423	423	－													5.82%	N/A
									－	0.31%	0.31%	2,112	5,653	－	1,370	564	－	564	－	2.23%

Director	Hyperion Trading Co., Ltd.	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	N/A
	Representative: SARAYUTH MUNGCHITVITSAVAKORN	－	－	－	－	211	211	－													3.90%	N/A
									－	0.15%	0.15%	1,660	4,091	－	784	282	－	282	－	1.56%

Director	Orlog Global Co., Ltd.	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	N/A
	Representative: LIN, CHIU-I	－	－	－	－	211	211	－	－	0.15%	0.15%	1,236	3,036	－							2.61%	N/A
															59	2825	－	282	－	1.26%

Director	Unique Global Investment Inc.	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	－	N/A
	Representative: LIN, CHIN-SAN	600	600	－	－	141	141	50	50	0.57%	0.57%	－	－	－	－	－	－	－	－	0.57%	0.57%	N/A

Title	Name			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)		Remuneratio n 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
Independent Director	LEE, TSUNG-PEI	600	600	－	－	141	141	40	40	0.57%	0.57%	－	－	－	－	－	－	－	－	0.57%	0.57%	N/A
Independent Director	YEH, KUANG-CHOU	600	600	－	－	141	141	40	40	0.57%	0.57%	－	－	－	－	－	－	－	－	0.57%	0.57%	N/A
Independent Director	GUAN, JYH-LIANG	600	600	－	－	141	141	50	50	0.57%	0.57%	－	－	－	－	－	－	－	－	0.57%	0.57%	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 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.
Remunerations of Supervisors: The Company has established the Audit Committee; therefore, no supervisor is needed.

4. Remunerations paid to general managers and deputy managers in the most recent year (2021)

Dec. 31, 2021 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	1,494	3,499	-	192	221	1,189	1,128	-	1,128	-	2.06%	4.36%	40	40	N/A
Deputy General Manager, R&D	PHACHARAPON PHAIBOONSUNTORN	1,734	4,183	-	1,730	378	1,469	564	-	564	-	1.94%	5.51%	-	-	N/A
Deputy General Manager, Production	SARAYUTH MUNGCHITVITSAVAKORN	1,375	3,150	-	784	285	940	282	-	282	-	1.41%	3.75%	20	20	N/A
Deputy General Manager, Sales	LIN, CHIU-I	1,080	2,539	-	59	156	496	282	-	282	-	1.10%	2.45%	25	25	N/A

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

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

						Dec. 31,2021 Unit: NT$000	Dec. 31,2021 Unit: NT$000	Dec. 31,2021 Unit: NT$000	Dec. 31,2021 Unit: NT$000	Dec. 31,2021 Unit: NT$000	Dec. 31,2021 Unit: NT$000	Dec. 31,2021 Unit: NT$000	Dec. 31,2021 Unit: NT$000	Dec. 31,2021 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	1,494	3,499	-	192	221	1,189	1,128	-	1,128	-	2.06%	4.36%	N/A
Deputy General Manager, R&D	PHACHARAPON PHAIBOONSUNTORN	1,734	4,183	-	1,370	378	1,469	564	-	564	-	1.94%	5.51%	N/A
Deputy General Manager, Production	SARAYUTH MUNGCHITVITSAVAKORN	1,375	3,150	-	784	285	940	288	-	288	-	1.41%	3.75%	N/A
Deputy General Manager, Sales	LIN, CHIU-I	1,080	2,539	-	59	156	496	288	-	288	-	1.10%	2.45%	N/A
Vice President, Sales	CHENG, HSIU-LI	1,881	2,928	-	-	157	416	-	-	-	-	1.48%	2.43%	N/A

6. Employee profit sharing granted to managers:

Dec. 31, 2021 Unit: NT$000

						Dec. 31, 2021 Unit: NT$0
	Title	Name	Stock	Cash	Total	Proportion of the total compensation of managers to net profit after tax
Managers	General Manager	LIN, JU-YING	－	2,255	2,255	1.6%
	Deputy General Manager, R&D	PHACHARAPON PHAIBOONSUNTORN
	Deputy General Managers, Sales	LIN, CHIU-I
	Deputy General Managers, Production	SARAYUTH MUNGCHITVITSAVAKORN
	Director, Finance/ Accountant Supervisor	NARISSA KIEATBUNYARIT

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)
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 2020		Year 2021
	The Company	All consolidated companies	The Company	All consolidated companies
Total remuneration of directors	3,303	3,303	2,400	2,400
Proportion of the total compensation of directors to net profit after tax (%)	3.43	3.43	1.74	1.74
Total remuneration of managers	6,298	17,185	5,682	13,372
Proportion of the total compensation of managers to netprofit after tax(%)	7.13	19.45	4.13	9.71

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.

D. The state of the Company's implementation

1. The state of the Board of Directors’ implementation

Six meetings were held by the Board of Directors in the most recent year (2021) with their attendance shown as follows

Title	Name	Attendance inperson	By proxy	Attendance rate inperson(%)
Chairman	Solar Jewelers Group Corp. Representative: PHACHARAPON PHAIBOONSUNTORN	6	0	100%
Director	Orlog Global Co., Ltd. Representative: LIN, CHIU-I	6	0	100%
Director	Hyperion Trading Co., Ltd. Representative: SARAYUTH MUNGCHITVITSAVAKORN	6	0	100%
Director	Unique Global Investment Inc. Representative: LIN, CHIN-SAN	5	1	83%
Independent Director	LEE, TSUNG-PEI	4	2	67%
Independent Director	YEH, KUANG-CHOU	5	1	83%
Independent Director	GUAN, JYH-LIANG	6	0	100%

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:

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:	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:	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 for year 2017	None
	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	1. Proposal of resolution to acquire Elex Precise	None

13thBoard meeting in 3rdTerm	Co. Ltd. on behalf of Chaporo Co. Ltd
	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
	Independent Directors’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 2ndBoard meeting in 4thTerm	1. Proposal of Accountant Supervisor change and compensation	None
	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. Proposal of Distribution of 2019 earnings	None
	3. Proposal of the statement of internal control system for year 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
	Independent Directors’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
	Independent Directors’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 Companyhandles the independent directors’ opinions: None.

	Resolution: Approved.	Resolution: Approved.
2020.11.13 4rdBoard meeting in 5thTerm	1. Financial report for the third quarter of 2020	None
	2. The Company’s 2021 Annual Internal Audit Plan	None
	3. Proposal about Independence Assessment of company's attesting accountants	None
	4. Partial Amendment of [Codes of Ethical Conduct for Board Members And Executive Management]	None
	5. Partial Amendment of [Related Parties And Intercompany Transaction Policy And Procedures]	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
	2. Consideration and Approval of the Company’s Self-Assessment of its Capability in Financial Report Preparation	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 of Business report, financial report 2020 and business plan for 2021	None
	2. Proposal to Remuneration for employees and directors in 2020	None
	3. Proposal to 2020 Earnings Distribution	None
	4. Proposal to 2020 Internal Control Statement	None
	5. Proposal to Audit fees of accountants in Company and its Subsidiaries in 2021	None
	6. 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 as RGP)	None
	7. Proposal to amend some of the company's provisions of the “Methods for Loaning Funds to Others”	None
	8. Proposal to amend certain articles in the Company’s “Procedures for Lending Funds to Others”	None
	9. Partial Amendment of [Financial Reporting Procedures Governance Policy]	None
	10. The Company’s board of directors 2021 Regular Shareholders'Meeting	None
	11. Acceptance of Meeting Agenda Proposal For Shareholders Holding One Percent Or More Of The Company’s Total Number of Outstanding Shares.	None
	Independent Directors’Opinions: None.
	The resolution the Company handles the independent directors’opinions: None.
	Resolution: Approved.

2021.05.12 7thBoard meeting in 5thTerm	1. Proposal that the Company will replace the financial statement attesting accountants from 2021	None
	2. Financial report for the first quarter of 2021	None
	3. Partial Amendment of [Subsidiaries Operation Governance Policy]	None
	4. Proposal to amend certain articles in the Company’s “Regulations of Acquisition or Disposal of Assets”	None
	5.Proposal of the Company’s and its subsidiaries’ CPA’s public fee review for year 2021	None
	6. Addition of Resolution in 2021 Annual General Meeting	None
	Independent Directors’Opinions: None.
	The resolution the Company handles the independent directors’opinions: None.
	Resolution: Approved.
2021.07.13 8thBoard meeting in 5thTerm	1. Proposal that the Company intends to apply for a credit line to Taishin International Bank	None
	2. Change on Time and Venue of the Company’s 2021 Annual General Meeting	None
	Independent Directors’Opinions: None.
	The resolution the Company handles the independent directors’opinions: None.
	Resolution: Approved.
2021.07.30 9thBoard 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.
2021.08.26 10thBoard meeting in 5thTerm	1. Consideration and Approval of the Company’s 2021 second quarter Financial Report	None
	2. Proposal that the Company intends to apply for a credit line to Cathay United Bank	None
	3. Increase in the investment of sub-subsidiary Linden Integrated Co., Ltd	None
	4. Increase in the investment of subsidiary Regal Management Solution Co., Ltd	None
	5. Partial Amendment of RJM’s [Assets Acquisition And Disposal Governance Policy]	None
	6. Partial Amendment of RGP’s [Assets Acquisition And Disposal Governance Policy]	None
	7. Partial Amendment of [Subsidiaries Operation Governance Policy]	None
	8. Partial Amendment of [Checks And Notes Issuance Governance Policy]	None
	9. Partial Amendment of [Authorization And Delegation System Governance Policy]	None
	10. Partial Amendment of [Onerous And Contingent Events Governance Policy]	None
	11. Partial Amendment of [Financial And Non-Financial Information Governance Policy]	None
	12. Partial Amendment of [Corporate Seal Stamps Management Policy]	None

	13. The Company’s Supplementation Agreement with securities compliance advisor in regard to the initial issuance of Unsecured Convertible Bonds in Republic of China.	None
	Independent Directors’Opinions: None.
	The resolution the Company handles the independent directors’opinions: None.
	Resolution: Approved.
2021.11.11 11thBoard meeting in 5thTerm	1. Consideration and Approval of the Company’s 2021 third quarter Financial Report.	None
	2. The Company’s 2022 Annual Internal Audit Plan	None
	3. Proposal about Independence Assessment of company's attesting accountants	None
	4.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.
2021.03.11 12thBoard meeting in 5thTerm	1.Proposal of Business report, financial report 2020 and business plan for 2021	None
	2. Proposal of 2021 Employees’ and Directors’ Compensation	None
	3. Proposal of Distribution of 2021 earnings	None
	4. Cash Dividend Distribution through Capital Surplus	None
	5. Proposal of the statement of internal control system for year 2021	None
	6 Approval of the Company and its subsidiaries’ 2022 Audit Fees	None
	7. Approval of the Company’s 2022 Annual General Meeting Convention	None
	8. Acceptance of Meeting Agenda Proposal for Shareholders Holding One Percent Or More Of The Company’s Total Number of Outstanding Shares	None
	9. Approval of important subsidiary Regal Jewelry Manufacture Co., Ltd for its investment and establishment of Regal Precious Metal Innovation Co., Ltd.	None
	10. Approval of the Company’s Petition for liquidating its sub-subsidiary Gio Van Gogh International Jewelry Limited	None
	11. Approval of the Company’s Petition for liquidating its sub-subsidiary Gio Van Gogh (International) Jewelry Limited (GVG Hong Kong)	None
	12. Approval of the Company’s Petition for liquidating its subsidiary Chaporo Co., Ltd.	None
	13. Partial Amendment of [Corporate Social Responsibility Code of Practice]	None
	14. Partial amendment of [Subsidiaries Operation Governance Policy]	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 1. 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 Reasons of recusals and the state of voting: Director LIN, CHIN-SAN did not participate in 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. 2021.05.12 7[rd] Board meeting in 5[th] Term 1. Proposal to Remuneration for employees and directors in 2020 Benefit avoidance of and participation : Directors PHACHARAPON PHAIBOONSUNTORN, LIN, CHIU-I, SARAYUTH MUNGCHITVITSAVAKORN are interested parties, refrained from participating in this proposal, Independent Director GUAN, JYH-LIANG acts as chairman; the non-voting attendees left the meeting in accordance with regulations and did not participate in the discussion. The proposal was passed without objection after the acting chairman consulted the directors present.
1. Manager Salary Adjustment: The directors attending the case, LIN, CHIU-I and LIN, CHIN-SAN, are interested parties, Not participating in the discussion and voting on this proposal, After the non-voting attendees leave the meeting in accordance with the regulations, the proposal approved without objection after the chairman has consulted the directors present.
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 01, 2021 to December 31,2021 , and the result is in the following tale:

Status	of evaluation implementation:	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	January 01,2021 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	January 01,2021 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	January 01,2021 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 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.
The state of the Audit Committee’s implementation

Six meetings were held by the Audit Committee in the recent year (2021) with Independent Directors’ attendance shown as follows:

Title	Name	Attendance in person	By proxy	Attendance rate in person (%)	Remarks
Independent Director	LEE, TSUNG-PEI	5	1	83%	Re-elected (Note)

Independent Director	YEH, KUANG-CHOU	5	1	83%	Re-elected (Note)
Independent Director	GUAN, JYH-LIANG	6	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	Proposal contents	Resolutions which was not approved by the Audit Committee but was approved by two thirds or more of all directors
2018.02.26 9thBoard meeting in 2nd Term	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.
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) Jewelry Limited	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.	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 Van Gogh (Shenzhen) Jewelry Limited	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
	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’spublic fee review foryear	None

	2020
	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 Cathay United Bank	None
	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 meetingin 4th	1. In order to meet business needs and effectively use funds, the Proposal that companyintends to loan funds to the	None

Term	subsidiary Regal Jewelry Manufacture Co., Ltd. (referred to as RJM)
	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 and its Subsidiaries in 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 as RGP)	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.
2021.05.12 7thBoard meeting in 4th Term	1. Approval to replace the Company’s Financial Statement Independent Certified Public Accountant Henceforth Year 2021	None
	2. The company's financial report for the first quarter of 2021	None
	3. Partial Amendment of [Subsidiaries Operation Governance Policy]	None
	4. Amendment to the Company’s “Procedures for Acquisition or Disposal of Assets”	None
	5. Proposal of the Company’s and its subsidiaries’ CPA’s public fee review for year 2021	None
	Resolution (2021.05.12): Approved.
	The resolution the Company handles the Audit Committee’s opinions: Approved.
2021.07.30 9thBoard meeting in 4th Term	1.In order to meet business needs and effectively use funds, the Proposal that the Company intends to loan funds to the subsidiary Regal Jewelry Manufacture Co., Ltd. (referred to as RJM)	None
	Resolution (2021.07.30): Approved.
	The resolution the Company handles the Audit Committee’s opinions: Approved.
2021.08.26 10thBoard meeting in 4th Term	1. Consideration and Approval of the Company’s 2021 second quarter Financial Report	None
	2. Proposal that the Company intends to apply for a credit line to Cathay United Bank	None
	3. Increase in the investment of sub-subsidiary Linden Integrated Co., Ltd.	None
	4. Increase in the investment of subsidiary Regal Management Solution Co., Ltd.	None
	5. Partial Amendment of RJM’s [Assets Acquisition And Disposal Governance Policy]	None
	6. Partial Amendment of RGP’s[Assets	None

	Acquisition And Disposal Governance Policy]
	7. Partial Amendment of [Subsidiaries Operation Governance Policy]	None
	8. Partial Amendment of [Checks And Notes Issuance Governance Policy]	None
	9. Partial Amendment of [Authorization And Delegation System Governance Policy]	None
	10. Partial Amendment of [Onerous And Contingent Events Governance Policy]	None
	11. Partial Amendment of [Financial And Non-Financial Information Governance Policy]	None
	12. Partial Amendment of [Corporate Seal Stamps Management Policy]	None
	13 The Company’s Supplementation Agreement with securities compliance advisor in regard to the Initial Issuance of Unsecured Convertible Bonds in Republic of China	None
	Resolution (2021.08.26): Approved.
	The resolution the Company handles the Audit Committee’s opinions: Approved.
2021.11.11 11thBoard meeting in 4th Term	1. Consideration and Approval of the Company’s 2021 third quarter Financial Report	None
	2. The Company’s 2022 Annual Internal Audit Plan	None
	3. Proposal about Independence Assessment of company's attesting accountants	None
	4. In order to meet business needs and effectively use funds, the Proposal that the Company intends to loan funds to the subsidiary Regal Jewelry Manufacture Co., Ltd. (referred to as RJM)	None
	Resolution (2021.11.11): Approved.
	The resolution the Company handles the Audit Committee’s opinions: Approved.
2022.03.11 12thBoard meeting in 4th Term	1. Proposal of Business report, financial report 2021 and business plan for 2022	None
	2. Proposal to 2021 Earnings Distribution	None
	3. Cash Dividend Distribution through Capital Surplus	None
	4. Proposal to 2021 Internal Control Statement	None
	5. Proposal to Audit fees of accountants in Company and its subsidiaries in 2022	None
	6. Approval of important subsidiary Regal Jewelry Manufacture Co., Ltd. for its investment and establishment of Regal Precious Metal Innovation Co., Ltd.	None
	7. Approval of the Company’s Petition for liquidating its sub-subsidiary Gio Van Gogh International Jewelry Limited	None
	8. Approval of the Company’s Petition for liquidating its sub-subsidiary Gio Van Gogh (International)JewelryLimited(GVG Hong	None

	Kong)
	9. Approval of the Company’s Petition for liquidating its subsidiary Chaporo Co., Ltd.	None
	10. Partial Amendment of [Corporate Social Responsibility Code of Practice]	None
	11. Partial amendment of [Subsidiaries Operation Governance Policy]	None
	Resolution (2022.03.11): 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.

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

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 seven 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		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	Set up depending on future needs The

Items			Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
methodology for evaluating the performance of its Board of Directors, 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?			Self-Evaluation or Peer Evaluation. Evaluation term is from Jan 1,2021 to Dec 31, 2021. The Company will submit the results of performance assessments to the board of directors in Q1 2022.	Company will submit the results of performanc e assessment s to the board of directors in Q1 2022.
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	No major differences

Items			Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
			reported to the Audit Committee and BOD for reviewing and passed on resolution on Nov. 13, 2018. The 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	V		The Company has set “Stakeholder Zone” on the website and designated dedicated personnel to manage and organize the financial and corporate	No major differences

Items	Implementation Status	Implementation Status	Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
corporate social responsibility concerns?			governance information for the reference of shareholders and related parties and respond to major concerns regarding corporate social 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

Items			Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
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 operating status for each month before the specified deadline.		V	3. The Company reported financial report 2021 before March 31, 2022 The date comply with competent authority’s term.	No major differences
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.	No major differences

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Implementation Status
Items
Yes No Description
5. Execution of risk management
policies and risk measuring
standards: The Company has
established the internal control
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	2021.12.17	Republic of China Company Management Development Association	Corporate Governance Legal Requirements and Responsibilities of Directors and Corporate Officers	3
		2021.12.24		Legal requirements and responsibilities of independent directors	3
Director	SARAYUTH MUNGCHITVITSAVAKORN	2021.11.26	TIRI Taiwan Investor Relations	【Online Class】Directors and Corporate Governance Supervisors	3

		2021.12.28	Association	Analysis of M&A Practice
Director	Lin, Chin-San	2021.12.17	Republic of China Company Management Development Association	Corporate Governance Legal Requirements and Responsibilities of Directors and Corporate Officers	3
		2021.12.24		Legal requirements and responsibilities of independent directors	3
Director	LIN, CHIU-I	2021.11.26	TIRI Taiwan Investor Relations Association	【Online Class】Directors and Corporate Governance Supervisors	3
		2021.12.28		Analysis of M&A Practice	3
Independent Director	LEE, TSUNG-PEI	2021.03.26	Securities and Futures Market Development Foundation of the Republic of China	Advanced Seminar on the Practice of Directors and Supervisors (Including Independence) [Principle of Fair Hospitality for Directors and Supervisors Training Course]	3
		2021.10.15		Advanced Seminar on Directors and Supervisors (Independent) and Corporate Governance Supervisors - Early Warning and Type Analysis of Corporate Financial Crisis	3
Independent Director	GUAN, JYH-LIANG	2021.02.26	Securities and Futures Market Development Foundation of the Republic of China	Corporate Governance and Securities Regulations	3
		2021.03.29		The legal responsibility of directors and supervisors in corporate mergers and acquisitions	3
Independent Director	YEH, KUANG-CHOU	2021.11.26	TIRI Taiwan Investor Relations Association	【Online Class】Directors and Corporate Governance Supervisors	3
		2021.12.28	Republic of China Company Management Development Association	Corporate Governance Legal Requirements and Responsibilities of Directors and Corporate Officers	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, 2021 ~ Nov. 15, 2022

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

Title	Name	Date	Organizer	Course	Hours
Director, Finance	NARISSA KIEATBUNYARIT	2021.08.12 to 2021.08.13	Shih Chien University	12-hour Accounting Supervisor Refresher Course	12
Auditor Supervisor	WONG, HON-FEI	2021.11.24	Accounting Research and Development Foundation of Consortium Legal Person	Corporate ESG Legal Compliance - Renewable Energy and Investing in Green Energy	6
		2021.12.01		Common deficiencies in the preparation of corporate financial reports and compliance with internal audit and internal control laws and regulations	6
General Manager, Regal Holding Co., Ltd. Taiwan Branch	LI, WEN-HSIUNG	2021.12.22	Accounting Research and Development Foundation of Consortium Legal Person	How Internal Auditors Can Address Common Deficiencies in IFRS Financial Reporting	6
		2021.12.29		"Corporate Governance" Qualities and Financial Reporting Risk Assessment Practices that Internal Auditors Should Have	6

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

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

Note 2: Accountancy firm’s declaration

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Note 2: Accountancy firm’s declaration

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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)		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	10
Independent Director	LEE, TSUNG-PEI	✓	－	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	2	－
Independent Director	YEH, KUANG-CHOU	－	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	－	－
Independent Director	GUAN, JYH-LIANG	✓	－	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	2	－

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

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 2021. The qualifications and attendance of the Committee members are shown as follows:

Title	Name	Attendance in Person	By Proxy	Attendance rate in person(%)(Note 1)	Remarks

Title	Name	Attendance in Person	By Proxy	Attendance rate in person(%)(Note 1)	Remarks
Convener	LEE, TSUNG-PEI	1	1	50%	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:

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.
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, Jyh-Liang, were re-elected as members of the company’s fourth Compensation Committee. The term is from June 17, 2020 to June 16, 2023.

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

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
D. 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. Does the Company set up and implement reasonable employee benefit measures (including remuneration, vacation, and other benefits, etc.), and appropriately reflect performance or results in employee compensation?	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 Company's salary and personnel systems are handled in accordance with local regulations. Besides evaluating employee performance, and implementing reward and punishment systems according to work rules, it is also stipulated in the Company's Articles of Association that if the Company has profit in the year, it should allocate no less than one percent (1%) of the net profit before tax as employee compensation.	No major differences No major differences
3. Does the Company provide a safe and healthy working environment for its	V		3. The Company values the safe and healthy working	No major differences

Item			Implementation Status	Difference from the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
employees and organize training on safety and health on a regular basis? 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		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. 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.
E. 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	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	No major differences

Item	Implementation Status	Implementation Status	Implementation Status
	Yes	No	Description
assurance?			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
F. 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.
G. 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.
H. 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

6. Status of Implementation of Integrity Operation

Item			Implementation Status	Difference from the Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies and reasons
	Yes	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 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 V		1. The “Integrity Operation Principles” has been adopted and resolved by the BOD and 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	No major differences No major differences No major differences

Item	Implementation Status	Implementation Status	Implementation Status	Difference from the Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies and reasons
	Yes	No	Description
			behaviors in every rally and employee trainings.
B. Implementing integrity management 1. Does the Company assess the integrity record of its business partners and set faithful conduct policies in the terms 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 V		1. The Company strictly prohibits employees to conduct any dishonest business behaviors. The 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	No major differences No major differences No major differences
			recuse himself or herself from the discussion or the voting on the item and may not exercise voting rights as proxy for another

Item	Implementation Status	Implementation Status	Implementation Status	Difference from the Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies and reasons
	Yes	No	Description
			director. b. The statement channel is implemented by each department in accordance with its responsibilities and scope, and directlyto 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 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 V		4. The accountants of the Company comply with relevant rules and regulations and are audited by independent CPAs as well as 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 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?	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	No major differences No major differences

Item	Implementation Status	Implementation Status	Implementation Status	Difference from the Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies and reasons
	Yes	No	Description
3. Has the Company set follow-up measures after investigations to protect whistleblowers do not suffer for which he or she reported?	V		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
D. Enhance information disclosure Does the company disclose the information of implementation and results of integrity management on its website and the MOPS?	V		The company has disclosed the information of integrity management on its website and the MOPS	No major differences
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.

(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.

Status of Implementation of Internal Control System
a. Statement on Internal Control

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

	7. Proposal about Removal of the company’s new directors’ restriction against Business Strife Limitation Clause
2021.07.30	1. 2020 Business Report and Financial Report	Completed
	2. Proposal of 2020 Earnings Distribution	Completed
	3. Proposal to amend to some provisions of the “Directors Election Regulations”.	Completed
	4. Amendment to the Company’s “Rules of Procedure for Shareholders’ Meetings”	Completed
	5. Amendment to the Company’s “Procedures for LendingFunds to Others”	Completed
	6. Amendment to the Company’s “Procedures for Acquisition or Disposal of Assets”	Completed

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 meeting in 3rdTerm	1. Approved the financial report of Q2 2018.	Approved and Completed the announcement
	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,	Completed

	independent directors and managers of the Company.
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 business plan for 2019is 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 meeting in 3rdTerm	1. Proposal of manager’s appointment and compensation	Completed
	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 4thTerm	1.Proposalofthefinancial report ofQ32019.	Approved and Completed the announcement
	2. Proposal of the Audit plan 2020
	3.Proposalofthe evaluationofCPA'sindependence	Completed
	4. Set up the Self-Evaluation or Peer Evaluation of the Board of Directors	Approved and 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 holding1% 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 2020 general shareholders’ meeting.	Approved and 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	1. Proposal that the Company intends to handle the raising andissuance ofthefirst Unsecured Convertible	Approved and Executed

meeting in 5thTerm	CorporateBondsin R.O.C.
	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 attesting accountants.	Approved and Executed
	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.Proposalto amend some ofthe provisions to the	Been listed in the

	“Rules of Procedure for General Shareholders' Meetings”.	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.
2021.05.12 7thBoard meeting in 5thTerm	1. Approval to replace the Company’s Financial Statement Independent Certified Public Accountant Henceforth Year 2021.	Approved and Completed the announcement
	2. The Company's Financial Report for the first quarter of 2021.
	3. Proposal to Remuneration for employees and directors in 2020.	Been listed in the report items in general shareholders’ meetingin 2021
	4. Partial Amendment of [Subsidiaries Operation Governance Policy]	Approved and Executed
	5. Partial Amendment of [Assets Acquisition And Disposal Governance Policy]	Been listed in the report items in general shareholders’ meetingin 2021
	6. Approval to adjust the Remuneration of the Company’s KeyManagement Personnel.	Approved and Executed
	7. Proposal to Audit fees of accountants in Company and its subsidiaries in 2021.
	8. Addition of Resolution in 2021 Annual General Meeting.	Approved and Completed the announcement
2021.07.13 8thBoard meeting in 5thTerm	1. Proposal that the Company intends to apply for a credit line from Taishin International Bank.	Approved and Executed
	2. Change on Time and Venue of the Company’s 2021 Annual General Meeting.
2021.07.30 9thBoard 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
2021.08.26 10thBoard meeting in 5thTerm	1. Consideration and Approval of the Company’s 2021 second quarter Financial Report.	Approved and Completed the announcement
	2. Proposal that the Company intends to apply for a credit linefromCathay UnitedBank.	Approved and Executed
	3. Increase in the investment of sub-subsidiary Linden Integrated Co.,Ltd.
	4. Increase in the investment of subsidiary Regal Management SolutionCo.,Ltd.
	5. Partial Amendment of RJM’s [Assets Acquisition And DisposalGovernancePolicy]
	6.Partial Amendment of RGP’s [AssetsAcquisition And

	DisposalGovernancePolicy]	Approved and Executed
	7. Partial Amendment of [Subsidiaries Operation GovernancePolicy]
	8. Partial Amendment of [Checks And Notes Issuance GovernancePolicy]
	9. Partial Amendment of [Authorization And Delegation SystemGovernancePolicy]
	10. Partial Amendment of [Onerous And Contingent Events GovernancePolicy]
	11. Partial Amendment of [Financial And Non-Financial InformationGovernancePolicy]
	12. Partial Amendment of [Corporate Seal Stamps ManagementPolicy]
	13. The Company’s Supplementation Agreement with securities compliance advisor in regard to the Initial Issuance of Unsecured Convertible Bonds in Republic ofChina.
2021.11.11 11thBoard meeting in 5thTerm	1. Consideration and Approval of the Company’s 2021 third quarter Financial Report.	Approved and Completed the announcement
	2.The Company’s2022 Annual Internal AuditPlan.
	3. Proposal about Independence Assessment of Company's attesting accountants.	Approved and Executed
	4. 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)
2022.03.11 12thBoard meeting in 5thTerm	1. 2021 business report, financial report and 2022 business plan.	Been listed in the report items in general shareholders’ meeting in 2022
	2. Proposal to Remuneration for employees and directors in 2021.
	3.Proposalto2021 EarningsDistribution.
	4. Cash DividendDistributionthroughCapitalSurplus
	5.Proposalto2021 InternalControlStatement.	Approved and Executed
	6. Proposal to Audit fees of accountants in Company and its subsidiariesin 2022.
	7. Approval of the Company’s 2022 Annual General Meeting Convention.
	8. Acceptance of Meeting Agenda Proposal for Shareholders Holding One Percent Or More Of The Company’sTotalNumberofOutstanding Shares.	Approved and Completed the announcement
	9. Approval of important subsidiary Regal Jewelry Manufacture Co., Ltd for its investment and establishment of Regal Precious Metal Innovation Co., Ltd.
	10. Approval of the Company’s Petition for liquidating its sub-subsidiary Gio Van Gogh International Jewelry Limited.
	11. Approval of the Company’s Petition for liquidating its sub-subsidiary Gio Van Gogh (International) JewelryLimited (GVGHongKong)
	12. Approval of the Company’s Petition for liquidating its subsidiary Chaporo Co.,Ltd.
	13. Partial Amendment of [Corporate Social Responsibility Code of Practice]	Been listed in the report items in general shareholders’ meetingin 2022
	14. Partial Amendment of [Subsidiaries Operation Governance Policy]	Approved and Completed the

announcement

  12. 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.

  13. 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: None.

E. Information on CPA professional fees
Range of Accountants’ Fees

CPA’s FIRM	Name	Name	Inspection period	Remarks
KPMG	CHAO, MIN-JU	CHANG, CHUN-YI	Jan. 01, 2021 – Dec. 31, 2021	－
			Unit: NT$000

				Unit: NT$
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	4,240	－	4,240
4	6 million(included) ~ 8 million	－	－	－
5	8 million(included) ~ 10 million	－	－	－
6	Over 10 million (included)	－	－	－

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$000
FIRM	Name	I n s p e c t i o n p e r i o d	Audit Fee	N o	n - A	u d i	t F e e
				System design	Commercial registration	Human resources	Others	Subtotal
KPMG	CHAO, MIN-JU	Jan. 01, 2021 – Dec. 31,2021	4,240	–	–	–	–	–
	CHANG, CHUN-YI

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: None.

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: None.

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.

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 2021	Year 2021	Year 2022 as of the Date ofthisAnnual Report	Year 2022 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	－	－	－	－
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	－	－	－	－
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	－	－	－	－

Share transfer with related parties: None.
Share pledges with related parties: None.

I. Information on relationships among the top ten shareholders

April 12, 2022; 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	35.84%	─	─	─	─	(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	324,800	0.85%	─	─	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%	─	─	─	─	─	─	─

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%			─
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%			─

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 juristic-person of first meeting of third-term B.O.D.; the rest of representatives are the authorized sign person of its own juristic person.

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, 2021 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	－	－	5,900,000	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.

IV. Information on Capital Raising Activities

A. Capital and shares
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	0.001	0.000001	Established	Established	－
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	－	－
Nov., 2021	0	60,000	600,000	38,389	383,890	conversion of convertible corporate bond	－	－
Mar., 2022	0	60,000	600,000	38,396	383,960	conversion of convertible corporate bond	－	－

b. Type of issued shares

March 31, 2022 Unit: share

Type	Authorized Capital Shares	Authorized Capital Shares	Authorized Capital Shares	Remarks
	Issued Outstanding Shares	Non-issued Shares	Total
Registered Common Shares	38,396,032 (Note 1)	21,603,698	60,000,000	－

Note 1: Convertible corporate bonds convert into corporate stocks c. Information on shelf registration system: Not applicable.

2. Shareholder Structure

March 31, 2022

Shareholder Structure Amount	Governments	Financial institutions	Other institutions	Individuals	Foreign institutions & individuals	Total
Members	－	4	154	10,609	24	10,791
Total shares held	－	62,000	343,159	10,238,073	27,752,800	38,396,032
Percentage	－	0.16%	0.89%	26.66%	72.28%	100%

3. Distribution of Shares

a. Distribution of common shares

March 31, 2022

			March 31,2022
Shares	No. of shareholders	Total Share held	Percentage
1～999	9,704	25,089	0.07%
1,000～5,000	806	1,648,034	4.29%
5,001～10,000	114	884,000	2.30%
10,001～15,000	49	627,137	1.63%
15,001～20,000	18	345,000	0.90%
20,001～30,000	28	695,012	1.81%
30,001～40,000	24	411,000	1.07%
40,001～50,000	12	547,000	1.42%
50,001～100,000	17	1,156,560	3.01%
100,001～200,000	9	1,306,000	3.40%
200,001～400,000	9	2,726,400	7.10%
400,001～600,000	－	－	0.00%
600,001～800,000	2	1,198,000	3.12%
800,001～1,000,000	4	3,696,040	9.63%
Over 1,000,001	7	23,130,760	60.24%
Total	10,791	38,396,032	100.00%

b. Preferred Shares: None.

4. List of major shareholders

March 31, 2022 Unit: share

s	March 31,	2022 Unit: share
Shares Name of majorshareholders	Shares Held	Shareholdings (%)
Solar Jewelers Group Corp.	13,760,000	35.84%
Arianna Investment Co., Ltd.	2,549,559	6.64%
Cordelia Global Investment Co., Ltd.	1,655,203	4.31%
Hyperion Trading Co., Ltd.	1,463,682	3.81%
Ausrine Marketing Corp.	1,276,800	3.33%
Olivia Global Marketing Co., Ltd.	1,276,800	3.33%
Morning Star Group Corp.	1,148,716	2.99%
Elemental Creation Inc.	989,123	2.58%
PHACHARAPON PHAIBOONSUNTORN	925,800	2.41%
Profitable Investments Limited	892,000	2.32%

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

Unit: NT$; shares

information					Unit: NT$;shares
Item	Year		Year 2020	Year 2021	Until March 31, 2022(Note 8)
Market Price Per Share (Note 1)	Highest		34.95	32.65	28.85
	Lowest		17.15	22.55	25.90
	Average		28.87	26.15	27.25
Net Worth Per Share (Note 2)	Before distribution		24.14	23.42	22.44
	After distribution		23.64	21.76	－
Earnings per share	Weighted average shares		38,169,597	38,389,344	38,396,032
	Earnings per share (Note 3)		2.31	3.32	10.13
Dividends per share	Cash dividend		0.5	1.66 (Note9)	－
	Stock Dividends	－	0.5	－	－
		－	－	1.66	－
	Accumulated Unappropriated Dividends (Note4)		－	－	－
Investment return analyses	P/E ratio (Note5)		12.19	12.70	－
	Price-dividend ratio (Note 6)		56.34	15.75	－
	Cash dividend yield (Note 7)		1.77%	6.35%	－

*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: Approved by the Board of Directors on March 11, 2022

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

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 2020 is as following:

	Unit: NT$
Items	Year 2020
Earnings per share	2.31
Cash dividends per share	0.5
Amount of cash dividends	500
Dividend Payout Ratio	21.65

b. Proposal recommending distributing dividends:

  - The 2021 earnings distribution proposal was resolved by the company’s Board of Directors on March 11, 2022 to distribute a cash dividend of NT$ 1.66. 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 10, 2022.

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 2022, and there is no issuance of bonus shares this time, so it is not applicable.

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.
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.
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 March 11, 2022, the company’s Board of Directors approved a cash payment of NT$ 2,819,258 for employees’ remuneration and NT$ 1,409,629 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.
(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.

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:

There is no difference between distributed amount and estimated amount.
1. Share repurchases: None

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 atPremium)
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.
Underwriting agency		Taishin Securities 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	converted 10,032 shares as of the publication date of the annual report on March 31, 2022
	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 29.9 NTD, if all the bonds are converted into ordinary shares, 8,260,869 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.

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	Year 2021	Current year until March 31st, 2022（Note 4）
Price of Convertible Corporate Bonds （Note 2）	Highest	106.95	106	102.55
	Lowest	100.5	95	100.5
	Average	102.73	101.08	101.60
Conversion price		30.5	29.9	29.9
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.

F. Subscription of new shares for employee restricted stocks has been approved by Financial Supervisory Commission (Ref. No.1060048873) 1.

1.
	December 31,2021
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 the Administration of Shareholder Services 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 shares redeemed or bought back	114,000 shares

Number of Released New Restricted Employee Shares	113,000 shares
NumberofUnreleased NewRestricted Shares	113,000 shares
Ratio of Unreleased New Restricted Shares to Total Issued Shares (%)	0%
Impact to shareholders’ equity	The impact on Earnings Per Share for 2017-2021 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: 38,389,344.

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.

December 31, 2021 Unit: thousand shares

	Title	Name	Number of new restricted employee shares acquisition	Ratio of new restricted employee shares acquisition	Released New Restricted Shares	Released New Restricted Shares	Released New Restricted Shares	Released New Restricted Shares	Unreleased New Restricted Shares	Unreleased New Restricted Shares	Unreleased 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	27 3	0.7 1	27 3	distributedgratuitously	-	-	-	distributedgratuitously	-	-
	Deputy General Manager, Sales	LIN, CHIU-I
	Deputy General Manager, Production	SARAYUTH
	General Manager, Regal Holding Co., Ltd. Taiwan Branch	LI, WEN-HSIUNG
Employee	Assistant, Vice Chairman	PAN, PIN-SHENG	66	0.1 7	66	distributed gratuitously	-	-	-	distributed gratuitously	-	-
	Auditor Supervisor	WONG, HON-FEI
	Finance Director	NARISSA KIEATBUNYAR IT

G. Issuance of new shares due to acquisition of shares of another company: None.
H. Implementation of fund usage plan: None.

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 2020	Year 2020	Year 2021	Year 2021
	Amount	%	Amount	%
design, manufacture, and sales ofjewelryand accessories	1,631,729	92.42	2,006,792	96.09
Jewelry plating	133,828	7.58	81,571	3.91
Total	1,765,557	100.00	2,088,363	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.

  - 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. 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 "2021 Luxury Goods Worldwide Market Study" released by Bain & Company in December 2021, the scale of the global luxury market grew about 13% to 15% in 2021, to EUR 1.14 trillion. 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

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Source：Bain & Company (2021.12)

In 2021, total personal luxury goods consumption reach EUR 283 billion, an increase of 29% over last year, and an increase of 1% over 2019, which was relatively lightly affected by the epidemic. Among the personal luxury goods market products in 2021, leather goods account for the highest market share, followed by beauty products, clothing accessories, watches, footwear and jewelry. Among them, the growth of footwear, apparel accessories and jewelry is the most prominent. Compared with 2019,

the global market value growth rates of footwear, apparel accessories and jewelry in 2021 will reach 11%, 8% and 7% respectively.

The Scale of Global Personal Luxury Goods Market

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Source：Bain & Company (2021.12)

Global Personal Luxury Goods Market, By Product Category

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Source：Bain & Company (2021.12)

In terms of global market regions, Asia (excluding Japan) is still the region with the highest proportion of personal luxury goods sales, accounting for about 32% of the total, followed by the Americas and Europe. Sales in Asia are the main growth driver of the personal luxury goods market. Driven by policy support and China's consumption power, the growth reach 12% in 2021, the highest in the world. In the Americas, the overall market size is about EUR 89 billion, of which the United States is still the largest single-country personal luxury goods market. Its strong economy supports

people's disposable income and consumer confidence, thereby promoting local consumption.

Share of Global Personal Luxury Goods Market, By Region

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Source：Bain & Company (2021.12)

The global luxury goods industry has experienced tremendous upheaval over the past two years and has emerged from the crisis with greater strength, resilience and agility than ever before. At present, the growth momentum of the global luxury industry mainly comes from factors such as the rise of China, tourism business opportunities, product price strategies, government policy support, product personalization, and the rise of e-commerce, which promote the rapid growth of women's shoes and clothing, jewelry, cosmetics and bags. In addition to this, Bain & Company expects Generation Y and Generation Z to dominate luxury spending in the future and account for 70% of global purchases. Also because of the strong consumption power of Generation Y and Generation Z, the luxury goods industry has also accelerated its inclination. Most manufacturers target consumers at the age of 18-30. Perhaps 20-year-old consumers are not the richest group, but because of most of them are funded by their parents and elders. Many young people have strong spending power on high-priced products, are willing to invest money in fashion and luxury goods, pay attention to fashion and trends, and pursue personalized reflections. They prefer to pursue products that match their own tastes and styles. Therefore, luxury goods manufacturers continue to explore transformation and quickly respond to launch trendy products with lower prices to meet the preferences of Generation Y and Generation Z consumers. Bain & Company also estimates that the global personal luxury goods market will continue to grow by 3-5% annually from 2020 to 2025, and the market value is expected to reach EUR 335-375 billion in 2025.

C. Jewelry market overview and development

Jewelry is one of the oldest personal adornments, whether it's a luxurious diamond necklace or a simple charm bracelet, it instantly adds style and confidence to the wearer. The market revenue of jewelry comes mainly from China, followed by the United States and India. According to McKinsey report in June 2021, the compound annual growth rate (CARG) of Fine Jewelry from 2018 to 2025 is estimated to be 8-12%, and in the next three years, the jewelry industry will have three major shifts in (1) Buying Into Brands, (2) Online Magic, and (3) Sustainability Surge. In addition, the Polaris Market Research report pointed out that the global market value of jewelry products in 2021 is about USD 237.6 billion, and it is expected that the jewelry industry will continue to grow steadily in the future, all the way to 2030.

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2018-2030 Global Jewelry Market Value
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Source：Polaris Market Research (2022.02)

In terms of product categories, jewelry products can be mainly divided into five categories: necklaces, rings, earrings, bracelets (chains) and others. According to the report of Grand View Research, in 2021, rings are the largest sales, with a market share of more than 25%, followed by bracelets (chains), necklaces, earrings and other accessories. Among them, necklaces and rings are the most common products during weddings, which are in high demand during engagements or commemorative festivals, and diamond-encrusted necklace sets are usually expensive. In addition, due to the increasing purchasing power of consumers, products such as pendants, rings and earrings are often used as gifts. In addition, men's rings and earrings are becoming more and more popular, consumers are interested in the complex design and details of rings, and with the diversification of product appearance design demands of younger generation consumers, they continue to promote various product lines in combination with trend and fashion elements. Bracelet is another popular product. It has an elegant and gentle feel and will not burden the wrist. There are various thicknesses and materials of bracelets, which can also be combined with fashion and personal

customization elements. The matching of bracelets satisfies the preference of young consumers to pursue self-taste and style.

2021 Global Jewelry Market Share, By Product

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Source：Grand View Research (2022.03)

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.

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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:

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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

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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 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.

Overview of the technologies and its research and development work
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.

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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 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

R&D expenses during the current fiscal year as of the Date of this Annual Report	R&D expenses during the current fiscal year as of the Date of this Annual Report	R&D expenses during the current fiscal year as of the Date of this Annual Report	R&D expenses during the current fiscal year as of the Date of this Annual Report
Unit: NT$000; %
Year Item	Year 2020	Year 2021	2022 First Quarter (Note 1)
R&D Expenses	60,775	57,697	14,033
Revenue	1,765,557	2,088,363	367,112
R&D Expenses to Revenue %	3.44	2.76	3.82

Note 1: The number of 2022 first quarter was calculated by company itself.

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
  - iv. Adjustment of core customers (orders) and factory manpower allocation, with the goal of maximizing unit output value and increasing gross profit
  - v. Import ESG projects and make plans for sustainable development
- (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 plan:

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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 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
(1) Business plan:

Continue innovating to maintain the competitiveness of product design technology to lead the market trend. In addition to continuous product development and design, focus on increasing the added value of products, and launch products that meet customer and consumer markets. Furthermore, besides maintaining the business of existing customers and continuously improving the business of ODM, strengthens the relationship with customers through different strategic business models, and continues to increase the number of customers, so as to achieve decentralized customer concentration.

(2) Operation management:
i. Under the change of market consumption habits to a small amount and variety, the factory management also continues to increase the number of medium factories to achieve lower time costs and fast delivery to increase the competitive advantage
ii. On raw material supply, in addition to maintaining the relationship with existing suppliers, also actively prepares the source of second or third suppliers, and establishes a global supply chain to prevent the crisis of disconnection of the existing supply chain
iii. On personnel training, continue employee education and training, encourage employees to have multi-task skills, and implement the performance appraisal management system to achieve management of the enterprise
iv. On finance, make suitable risk control and short, medium and long-term financial demand planning, and pay attention to raw materials with large price fluctuations and exchange rate changes
(3) Vertical integration:
i. In 2019, we invested and established Reunite Inspiring Creation Co., Ltd.
(hereinafter referred to as RIC) in Taiwan. Through platforms such as "D.Vita Design Dreams" and "ReModa Design Nest", incubators and emerging designers

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allow the products designed by designers to be manufactured and sold by RIC, providing a one-stop overall solution for self-design to production and marketing. Through this program, we connect the Taiwan design market and strengthen our soft power in jewelry design

ii. In order to increase the group's revenue and develop own brand, Linden Integrated Co., Ltd. (hereinafter referred to as Linden) was established in Thailand in 2018, focusing on jewelry sales. Based on our rich experience in designing and manufacturing jewelry for many customers, we will move forward to integrate and deploy the end-consumer market, and develop and strengthen our ability to respond to world trends and grasp fashion trends. Through the operation of Linden, gradually cultivate our OBM business capabilities and create more added value for the group
iii. With the development of the jewelry and fashion industry, brand customers have gradually paid more attention to the environmental issues caused by the production cycle, and have gradually started to use the terms of the "Responsible Jewelry Council (RJC)" as the criteria for supplier selection. Since we have know-how about metal refining and a plant area that can be expanded, and the remaining metal scraps produced can be refined by itself, a company specializing in refining, Regal Precious Metal Innovation Co., Ltd was established in March 2022. Besides saving the cost of outsourcing and refining in the past, we also plans to apply for RJC-related certification to enhance the company's competitiveness and capture more potential business opportunities for products from RJC-certified suppliers.

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.

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

Passion
Wisdom
Cherish RH Sustainable
Forever Management
Philosophy
Create
Fashion
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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 2020	Year 2020	Year 2021	Year 2021	2022 First Quarter (Note 1)	2022 First Quarter (Note 1)
	Amount	(%)	Amount	(%)	Amount	(%)
Domestic	888,254	50.31	1,162,811	55.68	149,686	40.77
Overseas	877,303	49.69	925,552	44.32	217,426	59.23
Total	1,765,557	100.00	2,088,363	100.00	367,112	100.00

Note 1: The number of 2022 first quarter was calculated by company itself.

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 2021, the total export value of 7113 and 7117 jewelry products from Thailand rise to USD 35.87 million, an increase of USD 7.49 million from 2020, as the outbreak of the coronavirus (COVID-19) is slowing down and countries are gradually lifting their lockdowns. Excluding domestic sales and export markup, our company’s export value in 2021 was approximately USD 70 million, 1.95% 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.

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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.

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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.

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(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 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

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  - 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 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

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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

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

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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 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.

Major usage and manufacturing processes for main products
a. Major usage

	Major products	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.

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b. manufacturing processes

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

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

Casting
Stone setting
Grinding Polishing Plating Packing
Soldering
Stamping
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3. Supply situation for major raw materials:

Major raw materials	Major suppliers	Supplycondition
silver	Supplier A,Supplier B	Well
gold,gems	Supplier C, Supplier D	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 ; %

	Year 2020	Year 2020			Year 2021	Year 2021		Until March	Until March	31,2022(Note1)	31,2022(Note1)
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	202,631	22.55	Nil	Supplier B	484,237	42.99	Nil	Supplier B	28,813	20.53	Nil
SupplierC	108,564	12.08	Nil	-	-	-	-	Supplier A	20,544	14.64	Nil
-	-	-	-	-	-	-	-	Supplier D	17,190	12.25	Nil
Others	587,335	65.37	Nil	Others	642,266	57.01	Nil	Others	73,770	52.58	Nil
Total	898,530	100.00		Total	1,126,503	100.00		Total	140,317	100.00

Note 1: The number of 2022 first quarter was calculated by company itself.

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:

The company has never purchased more than 10% of the purchase amount from the same manufacturer in the past two years.

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.

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								Unit: NT$000;% Until March31,2022(Note1) Name Amount Ratio of annual net sales Relationship with the issuer ClientD 135,968 37.00 Nil ClientA 70,955 19.31 Nil Others 160,520 43.69 Nil Net sales 367,443 100.00	Unit: NT$000;% Until March31,2022(Note1) Name Amount Ratio of annual net sales Relationship with the issuer ClientD 135,968 37.00 Nil ClientA 70,955 19.31 Nil Others 160,520 43.69 Nil Net sales 367,443 100.00	Unit: NT$000;% Until March31,2022(Note1) Name Amount Ratio of annual net sales Relationship with the issuer ClientD 135,968 37.00 Nil ClientA 70,955 19.31 Nil Others 160,520 43.69 Nil Net sales 367,443 100.00	Unit: NT$000;% Until March31,2022(Note1) Name Amount Ratio of annual net sales Relationship with the issuer ClientD 135,968 37.00 Nil ClientA 70,955 19.31 Nil Others 160,520 43.69 Nil Net sales 367,443 100.00
	Year 2020				Year 2021			Until March31,2022			(Note1)
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	853,168	48.32	Nil	ClientD	1,093,735	52.37	Nil	ClientD	135,968	37.00	Nil
ClientA	188,773	10.69	Nil	-	-	-	-	ClientA	70,955	19.31	Nil
Others	723,616	40.99	Nil	Others	994,628	47.63	Nil	Others	160,520	43.69	Nil
Net sales	1,765,557	100.00		Net sales	2,088,363	100.00		Net sales	367,443	100.00

Note 1: The number of 2022 first quarter was calculated by company itself.

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 increase in sales in 2021 is mainly due to the increase in customer orders for specific styles of goods. In addition, we continue to develop customer orders in different regions to diversify the sales concentration risk of major customers.

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5. Production volume for the 2 most recent fiscal years

					Unit: thousandpcs/ NT$000	Unit: thousandpcs/ NT$000
Year Main products		Year 2020			Year 2021
	Capacity	Yield	Value	Capacity	Yield	Value
Jewelry and Accessories	7,642	7,270	1,265,484	8,568	8,615	1,339,958

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

Cause of the Changes: In 2021, our performance grows steadily. With the simultaneous increase in the number of employees, the production capacity and output increase by more than 10%.

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

					Unit:	Unit:	thousandpcs/ NT$00	thousandpcs/ NT$00
Year Volume Mainproducts	Year		2020		Year		2021
	Domestic		Overseas		Domestic		Overseas
	Volume	Value	Volume	Value	Volume	Value	Volume	Value
Jewelry and Accessories	3,689	888,254	5,133	877,303	7,870	1,090,842	4,922	917,956

Cause of the Changes: In 2021, our domestic sales value grows synchronously due to the increase in sales volume of copper products. Although the export sales volume has decreased slightly, the sales value grows steadily under the effective control of gross profit margin.

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

				Unit:person;%
Year		Year 2020	Year 2021	As of the Date of March 31, 2022
Employee Number	Managerial staff	68	63	64
	General Staff	192	232	225
	Production staff	2,612	2,757	2,588
	Total	2,872	3,052	2,877
Average Age		31.28	31.98	32.4
Average Seniority		5.08	5.4	5.72
Education Distribution Percentage	Ph. D	0.04	0.00	0.00
	Master	0.43	0.56	0.66
	College	12.73	12.00	13.16
	High School	25.03	20.42	19.97
	Below High School	61.77	67.02	66.21

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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

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

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(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 forward-looking 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

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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.

(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, 2021 - June 30, 2022	Domestic and overseas accounts receivable insurance	N/A

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2. RGP

. RGP
Nature	Contracting Party	Commencement and expiration dates	Major contents	Restrictive clauses
Supplier	RJM	Jan. 1, 2021 – Dec. 31, 2022	Plating	N/A

Note: The contract is automatically renewed.

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VI. Financial Standing

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

Concise Consolidated Balance Sheet- IFRS

Unit: NT$000

								Unit: NT$000
Year Items			Most Recent 5-Year Financial Information (Note 1)					Until 2022 Q1 (Note2)
			Year 2017	Year 2018	Year 2019	Year 2020	Year 2021
Current assets			1,250,950	1,291,923	1,525,397	1,557,778	1,212,057	1,162,094
property, plant and equipment			333,261	347,093	348,046	326,511	300,895	321,944
Intangible assets			8,762	33,594	40,364	12,110	9,114	9,430
Otherassets			28,912	31,779	47,191	34,426	30,141	30,341
Totalassets			1,621,885	1,704,389	1,960,998	1,930,825	1,552,207	1,522,809
Current liabilities	BeforeDistribution		216,269	235,084	843,256	542,240	407,821	168,732
	After Distribution		216,269	389,084	843,256	542,240	407,821	168,732
Non-currentliabilities			68,991	89,673	70,729	304,323	90,901	94,801
Total liability		Before Distribution	309,585	324,757	913,985	846,563	502,622	496,632
		After Distribution	309,585	478,757	913,985	846,563	502,622	496,632
Equity attributable to owners ofparent			992,546	1,118,254	890,176	926,646	899,095	934,052
Share capital			381,600	385,000	384,700	383,860	383,893	383,893
Capital surplus		Before Distribution	418,370	433,262	428,182	439,036	439,226	439,099
		After Distribution	418,370	433,262	428,182	439,036	439,226	439,099
Retained earnings		Before Distribution	261,935	309,256	17,998	98,132	201,712	142,379
		After Distribution	261,935	155,256	17,998	98,132	201,712	142,379
Otherequityinterest			28,481	-9,264	59,296	5,618	-128,541	-90,846
Treasury shares			-	-	-	-	-	-
Non-controllinginterests			136,756	261,378	156,837	157,616	115,469	86,135
Total equity		Before Distribution	1,232,429	1,379,632	1,047,013	1,084,262	1,020,187	1,030,856
		After Distribution	1,232,429	1,225,632	1,047,013	1,084,262	1,020,187	1,030,856

Note 1: Data source: The consolidated financial report of 2017, 2018, 2019, 2020, 2021 and the first quarter of 2022, 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.

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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 (Note1)					Until 2022 Q1 (Note2)
	Year 2017	Year 2018	Year 2019	Year 2020	Year 2021
Operatingrevenue	2,149,774	2,928,169	1,809,297	1,765,557	2,088,363	367,112
Grossprofit(loss)from operations	660,462	875,305	226,172	401,588	487,794	54,676
Net operatingincome(loss)	341,471	486,270	-103,998	114,895	181,217	63,191
Non-operating income and expenses	-28,591	18,122	-6,850	9,399	21,750	7,896
Profit (loss) from continuing operations before tax	312,880	504,392	-110,848	124,294	202,967	-619
Profit (loss) from continuing operations	223,155	367,406	-118,370	97,648	137,676	-3,093
Loss from discontinuingoperations	-	-	-	-	-	-
Net Profit(loss)	223,155	367,406	-118,370	97,648	137,676	-3,093
Other comprehensive income,net	8,985	39,536	78,209	-75,458	-153,552	41,328
Total comprehensive income	232,140	406,942	-40,161	22,190	-15,876	38,235
Profit (loss), attributable to owners ofparent	127,007	206,394	-146,304	88,343	126,949	-2,932
Profit (loss), attributable to non-controllinginterests	96,148	161,012	27,934	9,305	10,727	-161
Comprehensive income, attributable to owners ofparent	133,833	239,144	-79,151	21,411	-10,204	-2,932
Comprehensive income, attributable to non-controlling interests	98,307	167,798	38,990	779	-5,672	3,472
Earningsper share	3.51	5.41	-3.83	2.31	3.32	-0.08

Note 1: Data source: The consolidated financial report of 2017, 2018, 2019, 2020 and 2021, verified by the accountants. Note 2: The first quarter of 2022 is unaudited figures.

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

Year	CPAs’ Firm	Name of CPA	Opinions
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. KUAN,CHUN-HSIU	No withholdingopinions
Year 2021	KPMG	Mrs. CHANG, CHUN-YI and Mrs. CHAO, MIN-JU	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 2022 Q1
		Year 2017	Year 2018	Year 2019	Year 2020	Year 2021
Capital Structure (%)	Debt ratio	30.37	19.05	46.61	43.84	34.64	33.01
	Long-term fund to fixed assets ratio	338.86	397.48	321.15	425.28	367.39	346.33
Liquidity (%)	Current ratio	295.32	549.56	180.89	287.29	271.31	284.71
	Quick ratio	226.96	415.39	145.88	223.72	185.54	198.73
	Interestguarantee(times)	54.07	716.45	-25.6	16.09	25.62	0.55
Operating Ability	Average collection turnover(times)	7.6	9.62	3.23	2.92	4.13	3.49
	Average collection days	48	38	113	125	88	105
	Average inventoryturnover(times)	4.19	6.79	5.19	4.26	4.47	3.52
	Averagepayment turnover(times)	27.58	40.39	29.14	30.73	65.65	58.98
	Average inventoryturnover days	87	54	70	86	82	104
	Fixed assets turnover(times)	6.57	8.61	5.21	5.23	6.66	4.72
	Total assets turnover(times)	1.57	1.76	0.99	0.91	1.20	0.96
Profitability	Return on total assets(%)	16.69	22.13	-6.23	5.44	8.87	-0.81
	Return on total stockholders' equity (%)	23.84	29.29	-9.76	9.16	13.12	-1.22
	PBT topay-in capital %	81.99	131	-28.81	32.38	52.87	-0.64
	Net income to sales(%)	10.38	12.55	-6.54	5.53	6.59	-0.84
	EPS(NT$)	3.51	5.41	-3.83	2.31	3.32	-0.08
Cash flow %	Cash flow ratio(%)	89.59	98.55	-43.15	59.74	12.49	68.06
	Cash flow adequacyratio(%)	91.39	112.75	67.41	72.57	45.54	70.14
	Cash reinvestment ratio(%)	14.94	3.59	Note3	16.54	3.34	78.73
Leverage	Operatingleverage	1.12	1.12	0.42	1.48	9.93	-36.99
	Financial Leverage	1.02	1	0.96	1.08	1.05	0.61
Variations of financial ratios in the last two years have fluctuated by 20%, explanations as below: 1. Debts ratio: Due to this year's assets and debts in a decrease compared with last year, resulting in a decrease in debts ratio. 2. Interest Coverage Ratio: Due to the profit has increased this year, resulting in the ratio increased. 3. Receivables Turnover Ratio: Due to the sales has increased this year, resulting in an increase in debts ratio compared with last year. 4. Average collection 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. 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. 5. Average payables turnover(times): Due to the cost of goods sold has increased this year, resulting in the ratio increased. 6. The ratio of long-term funds to real estate, plant and equipment: Due to the sales has increased this year, resulting in an increase in debts ratio compared with last year. 7. Total assets turnover ratio (%),return On Assets (%), return on equity (%), pre-tax net profit to paid-in capital ratio, net profit ratio: Due to the profit has increased this year, resulting in the ratio increased. 8. Earnings per share (NTD): Due to the profit has increased this year, resulting in the ratio increased. 9. Cash flow ratio (%):Due to the cash, cash equivalents and bonds payable has decreased this year, resulting in the ratio increased. 10. Cash flow adequacy ratio(%),cash re-investment ratio(%): Due to the capital expenditure and inventory has increased this year ,resulting in the ratio increased. 11. Degree of operating leverage: Due to the variable operating cost and expenses has increased this year ,resulting in the ratio increased.

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

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The first quarter of 2022 is unaudited figures.

Note 2: As to the date of publication of the annual report, the company’s 2021 surplus distribution will be processed in accordance with relevant regulations after the resolution passed in the General Shareholders’ Meeting on June 10, 2022.

Note 3: The data has not been annualized.

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

Capital Structure
(1) Debt ratio = Total Liabilities / Total Assets
(2) Long-term fund to fixed assets ratio = (Shareholders' Equity + Long-term Liabilities) / Net Properties
Liquidity
(1) Current ratio = Current Assets / Current Liabilities
(2) Quick ratio = (Current Assets – Inventories – Prepaid Expenses) / Current Liabilities
(3) Interest guarantee (times) = Earnings before Interest and Taxes / Interest Expenses
Operating Performance
(1) Average collection turnover = Net Sales / Average Trade Receivables
(2) Average collection days = 365 / Receivables Turnover rate
(3) Average inventory turnover = Cost of Sales / Average inventory
(4) Average payment turnover = Cost of Sales / Average Trade Payables
(5) Average inventory turnover days = 365 / Inventory Turnover rate
(6) Fixed assets turnover = Net Sales / Average Net Properties
(7) Total assets turnover = Net Sales / Average Total Assets
Profitability
(1) Return on total assets = {Net Income + Interest Expenses * (1 – Effective tax rate)} / Average Total Assets
(2) Return on total stockholders' equity = Net Income / Average Shareholders' Equity
(3) Net income to sales = Net Income / Net Sales
(4) Earnings per share = (Net Income – Preferred Stock Dividend) / Weighted Average Number of Share Outstanding
Cash flow
(1) Cash flow ratio = Net Cash Provided by Operating Activities / Current Liabilities
(2) Cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividends.
(3) Cash flow reinvestment ratio = (Cash Provided by Operating Activities – Cash Dividends) / (Gross Plant + Investment + Other Assets + Working Capital)
Leverage
(1) Operating leverage = (Net Sales – Variable Cost) / Income from Operations
(2) Financial leverage = Income from Operations / (Income from Operations – Interest Expenses)

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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 2021 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 11[th] , 2022

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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

Comparative Analysis of Financial Position

Unit: NT$000

			Unit: NT$000	Unit: NT$000
Item	Year 2020	Year 2021	Difference
			Amount	%
Current assets	1,557,778	1,212,057	(345,721)	(22.19)
Non-current assets	373,047	340,150	(32,897)	(8.82)
Total assets	1,930,825	1,552,207	(378,618)	(19.61)
Current liabilities	542,240	446,742	(95,498)	(17.61)
Non-current liabilities	304,323	90,901	(213,422)	(70.13)
Total liabilities	846,563	537,643	(308,920)	(36.49)
Common stock	383,860	383,893	33	0.01
Capital surplus	439,036	439,099	63	0.01
Retained earnings	98,132	204,644	106,512	108.54
Other Equities	5,618	(128,541)	(134,159)	(2,388.02)
Non-controlling Equities	157,616	115,469	(42,147)	(26.74)
Total shareholders’ equities	1,084,262	1,014,564	(69,698)	(6.43)
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 assets in 2021 was mainly due to the cash and cash equivalents decreased NTD 403,974 thousand dollars and net accounts receivable increased NTD 60,639 thousand. 2. The decrease in non-current liabilities in 2021 was mainly due to the bonds payable decreased NTD 234,781 thousand. 3. The increase in retained earnings in 2021 was mainly due to the unappropriated retained earnings (accumulated deficit) increased NTD 133,870 thousand. 4. The decrease in other rights and interests in 2021 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 116,635 thousand, and the loss of the recognized investment company by NTD 11,906 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

			Unit: NT$000	Unit: NT$000
Item	Year 2020	Year 2021	Difference
			Amount	%
Revenues	1,765,557	2,088,363	322,806	18.28
Cost of revenues	1,363,969	1,600,569	236,600	17.35
Grossprofit	401,588	487,794	86,206	21.47
Operatingexpenses	286,693	306,577	19,884	6.94
Operatingincome	114,895	181,217	66,322	57.72
Non-operatingincome	9,399	21,750	12,351	131.41
Income(loss)before income taxes	124,294	202,967	78,673	63.30
Income tax benefit(expense)	26,646	65,291	38,645	145.03

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Income(loss)after income taxes	97,648	137,676	40,028	40.99
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 2021. And in response to the increase in selling high-end jewelry design and manufacture has made noticeable improvement. 2. The increase in non-operating income and expenses in 2021 is mainly due to the exchange gains and lossesgained 6,908 thousand dollars.

Major Impact on Financial Performance during most recent 2 years: None.
Future Plan on Financial Performance: Not applicable.
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.
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.

C. Cash Flow Analysis

Liquidity Analysis of Recent Year

Unit: NT$000

			Unit: NT$000	Unit: NT$000
Item	Year 2020	Year 2021	Difference
			Amount	%
Cash inflow of operating activities	328,071	55,804	(272,267)	(82.99)
Cash outflow of investment activities	(55,227)	(68,904)	(13,677)	24.77
Cash outflow of fund-raising activities	(41,022)	(356,202)	(315,180)	768.32
Variance Analysis: 1. The decrease in cash inflow from operating activities was mainly due to the decrease in the balance of accounts receivable. 2. The decrease in cash expenditures from investment activities was mainly due to the purchase of fixed assets increased slightly compared with the same period last year. 3. Cash outflow from financing activities was mainly due to the distribution of cash dividends and the short-term borrowings has decreased.

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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.

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:

The Company's reinvestment policy

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.

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

Investee Company	Shareholding % directly or indirectly	Recognition of investment gains and losses in 2021	Causes of profits and losses	Improvement’s plan
RJM	99.99%	180,362	Operating in good condition	N/A
RGP	51.00%	23,677	Operating in good condition	N/A
GVG Hong Kong	100.00%	(2,006)	Mainly recognized the loss of GVG Shenzhen	Improve its subsidiary’s businessperformance
GVG Shenzhen	100.00%	(2,004)	⎯	Control business risk in order to lower loss
Linden	49.00%	(1,715)	Still in the early stage of operation	N/A
Chaporo	70.00%	(47)	Still in the early stage of operation	N/A

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Reunite Inspiring Creation	100.00%	(5,409)	Still in the early stage of operation	N/A
RMS	99.99%	(5,873)	Still in the early stage of operation	N/A

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 2020	Year 2020	Year 2021	Year 2021
	Amount	ratio of net values	Amount	ratio of net values
Interest income	643	643	368	0.02%
Interest expense	8,678	8,678	8,245	0.39%

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$00
Year Item	Year 2020	Year 2021
Net Foreign exchange gain(loss)	10,463	17,371
ratio to net sales (%)	0.59%	0.83%

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.

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

The Company's policy regarding high-risk investments, highly leveraged investments, loans to

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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:

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.
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.
Further R&D plan and expenditures expected for research and development work
a. Future R&D plans
- (1) Improve development abilities of products, increase product developing abilities, combine aesthetic and craftmanship skills.
- (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.
- (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.
- (4) Estimated investment in research and development costs
  - The R&D expenses in 2021 are NTD 60,775 thousand, which is expected to increase in
  - 2022 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.

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 industries; therefore, there will be no effect on the Company's financial operations of

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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.

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

Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken:
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.
Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:
a. Risks associated with consolidation of purchasing operations and mitigation measures being or to be taken:
- The company's largest purchase supplier in 2020 and 2021 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

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Company all have long-term and stable relations and multiple purchase sources. The main materials of the 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 2020 and 2021 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

133

in Thailand. Therefore, the overall economics, environment of politics, fluctuations of 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 has established an information security risk management mechanism to prevent unauthorized access, use, control, leakage, destruction, tampering, destruction or other infringement of information or information systems and to ensure their confidentiality, integrity and availability. In order to ensure the continuous operation of the company, we will regularly review and plan based on the internal and external information security situation changes to strengthen the resilience of the core information system.

(a) Employees lack of cyber security awareness

The Company conducts regular education and training on information security to raise employees' awareness of information security and to ensure that employees should also participate in the training. Information security policies and objectives will be promoted to all employees annually through education and training, internal meetings, and posting of

134

announcements, then reviewed the effectiveness of implementation.

(b) Cyber attacks and threats from virus

Since 2021, we have integrated the most advanced AI anti-virus software system in the market, together with 24*7 monitoring by our information security team and regular review with professional information security consultants on the potential risks of existing information software and hardware architectures, in order to reduce the risk of increasingly rampant cyber attacks of all kinds.

(c) The protection of Intellectual property

In order to maintain a leading position in corporate innovation through intellectual property management, the Company invests a considerable amount of R&D activities to ensure key business opportunities and to ensure that the results of R&D are correctly, completely and efficiently transformed into legally protected intellectual property rights, such as patents, trademarks, and trade secrets, through the internal company process.

(d) Disaster Recovery

The Company follows the basic model of data backup principle 3-2-1 to backup important information and core information system, and enhances the frequency of backup, the number of retained copies and the security of storage to meet the requirements of recovery time point target, and confirms the validity of data backup of core information system every month to improve the accessibility of disaster recovery.

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,”

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“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 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.

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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.

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VIII. Special Notes

A. Information of the subsidiaries
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 -----

138

2. Information of Subsidiaries

Dec. 31, 2021; 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

Presumption of a relationship of control or subordination that have the same shareholders: None.

139

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

140

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

Dec. 31, 2021; Unit: share/%

			Dec. 31,2021;Unit: share/%	Dec. 31,2021;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	-	-

141

6. Operation Circumstances of Subsidiaries

eration Circumstances of Subsidiaries
					Dec. 31,2021;Unit: 1,000 currency Total liabilities Net worth THB 418,653 THB 1,237,740 THB 23,079 THB 281,153 HKD 19 HKD 376 RMB 91 RMB 322 THB 375 THB 838 THB 535 THB 1,120 USD 1.45 USD 1.15 NTD 2,006 NTD 14,363
Name	Capital		Total assets		Total liabilities		Net worth
Regal Jewelry Manufacture Co., Ltd. (RJM)	THB	455,000	THB	1,656,393	THB	418,653	THB	1,237,740
Regal Plating Co., Ltd. (RGP)	THB	25,000	THB	304,232	THB	23,079	THB	281,153
GIO VAN GOGH (International) Jewelry Limited	HKD	9,400	HKD	395	HKD	19	HKD	376
GIO VAN GOGH (Shenzhen) Jewelry Limited	RMB	8,100	RMB	413	RMB	91	RMB	322
Regal Management Solution Co., Ltd.	THB	16,000	THB	1,214	THB	375	THB	838
Linden Integrated Co., Ltd.	THB	5,000	THB	1,655	THB	535	THB	1,120
Chaporo Co.,Ltd.	USD	5	USD	2.6	USD	1.45	USD	1.15
Reunite Inspiring Creation Co., Ltd.	NTD	45,000	NTD	16,368	NTD	2,006	NTD	14,363

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.

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

142

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 Articles of Association and reasons of equity differences
A company choosing to issue no par value The Company issues par value shares and the shares shall not convert its shares into par value price of one common share is NT$10. shares. Therefore, the Article 156-1, paragraph 6 of Company Act is not applicable.
1. Shareholders’ meetings shall be convened 1. As for the part that shareholders convene within the territory of R.O.C. If the meetings on his/their own, there is no shareholders’ meetings are going to be special term about it in Cayman Islands’ convened outside of the territory of R.O.C., Company Act. Therefore, the Article 19.6 the application of approval of Taiwan Stock and 19.7 of the Articles of Association does Exchange Corporation must be submitted in not regulate the shareholders to report to the two days after the resolution of BOD or competent authority for permission before shareholders obtain the permission from convening the shareholders' temporary authorized governments. meeting.
1. Any or a plural number of shareholder(s) of 2. Besides, if the shareholders are going to a company who has (have) continuously convene meeting outside of the territory of held 3% or more of the total number of R.O.C. on their own, they do not need to outstanding shares for a period of one year report to the competent authority for or a longer time may, by filing a written permission before convening the proposal setting forth therein the subjects shareholders' temporary meeting. Therefore, for discussion and the reasons, request the the Article 19.6 and 19.7 of the Articles of board of directors to call a special meeting Association only regulates that the meeting of shareholders. If the board of directors shall be reported to GTSM or TWSE (as fails to give a notice for convening a special applicable in its case) for approval instead meeting of shareholders within 15 days of “the application of approval of Taiwan after the filing of the request under the Stock Exchange Corporation must be preceding Paragraph, the proposing submitted in two days after shareholders

143

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

shareholder(s) may, after obtaining an
approval from the competent authority,
convene a special meeting of shareholders
on his/their own.

obtain the permission from authorized
governments.” In this part, there should
have no substantial impact on shareholders’
equityof R.O.C.

The Articles of the Incorporation shall be stated
that electronic means can be one of the methods
to exercise voting rights. When the Company
holds a shareholders meeting, it may allow the
shareholders to exercise voting rights by
correspondence or electronic means; The
Company that holds shareholders’ meetings
outside of the territory of R.O.C. may allow
shareholders to exercise voting rights by
correspondence or electronic means. When
voting rights are exercised by correspondence
or electronic means, the method of exercise
shall be specified in the shareholders meeting
notice. A shareholder exercising voting rights
by correspondence or electronic means will be
deemed to have attended the meeting in person,
but to have waived his/her rights with respect to
the extraordinary motions and amendments to
original proposals of that meeting.

In respect of the exercise of voting rights by
shareholders in writing or electronically, the
Cayman Islands’ Company Act does not
mention whether shareholders who exercise
their voting rights in writing or electronically
can
be
deemed
to
have
attended
the
shareholders' meeting in person and the
Cayman Islands lawyers have not found any
relevant cases. There will make another
arrangement.
The
Article
25.4
of
the
Company’s Articles regulates “A Member who
exercises his voting power at a general meeting
by way of a written ballot or by electronic
transmission shall be deemed to have appointed
the chairman of the general meeting as his
proxy to vote his shares at the general meeting
only in the manner directed by his written
instrument
or
electronic
document.
The
chairman of the general meeting as proxy shall
not have the 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
votingrights of the issued shares. The

144

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

preceding differences are due to the Company
Act in Cayman Islands does not have the same
regulation, there should have limited impact
on shareholders’ equityof R.O.C.

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
shareholderspresent at that meetingof

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.

145

Material matters of protection of shareholder Articles of Association and reasons of equity differences 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 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 by a certified public accountant. Any proposal that involves major equity of 1.About the methods of resolutions of shareholders as followings shall be with a shareholders’ meetings, except the regular resolution adopted by a majority of the resolutions and supermajority resolutions, shareholders present who represent two-thirds the Article 1.1 states the definition of Special or more of the total number of its outstanding Resolution of Cayman Islands’ Company shares. If the total number of shares Laws, is a resolution passed at a general represented by the shareholders present at meeting of the Company by a majority of at shareholders’ meeting is not sufficient to meet least two-thirds of the votes cast by such the criteria specified in the preceding Members who, being entitled to do so, vote paragraph, the resolution to be made thereto in person or by their proxies, or, in the case may be adopted by two-thirds or more of the of Members that are corporations or other attending shareholders who represent a non-natural person, by their duly authorized majority of the total number of its outstanding representatives by computing the number of shares: votes to which each Member is entitled. 1.Enter into, amend, or terminate any contract 2.According to the regulation of Cayman for lease of the company’s business in whole, Islands’ Company Laws, the followings or for entrusted business, or for regular joint should be adopted by special resolutions: operation with others; transfer the whole or (1) modification or alteration the Company’s any essential part of its business or assets; or Articles of Association accept the transfer of another’s whole According to Cayman Islands laws, business or assets, which has great bearing on modification or alteration the the business operation of the company. Company’s Articles of Association 2.Modification or alteration the Company’s shall be adopted by special Articles of Association resolutions. Therefore, in Article 12.1 3.Any modification or alteration the of the Company’s Articles of Company’s Articles of Association shall also Association, the thresholds of

146

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

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-up of the Company
6. Issue restricted stock for employees

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 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.”

147

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

(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’ Company Act. Therefore, in
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

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.

148

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

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
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 concurrentlya

149

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

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
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.

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 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

150

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

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
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

151

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

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, 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

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
partyas a result of anybreach of his fiduciary

152

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

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.

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
become jointly and severally 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

153

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

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 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.

154

155

156

157

158

159

160

161

162

163

164

165

166

167

168

169

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REGAL HOLDING CO., LTD.

CHAIRMAN: PHACHARAPON PAIBOONSUNTORN

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AI assistant

RH — Annual Report 2021

52432_rns_2022-08-25_926741a0-cd48-4fb3-89e7-cd8735dd4dec.pdf

Notice to readers

Spokesman and Deputy Spokesman

Contact Information of Head office, Branches, Subsidiaries and Factories

Contact Information of the Share Transfer Agency

List of the Board of Directors

C o n t e n t s

I. Report to the Shareholders

Sincerely,

II. Company Profile

A. Brief Introduction of the Company

B. Formation History

C. Risk Matters

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

2. Risk of guarantee of shareholder rights

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

III. Corporate Governance Report

A. Organization System

2. Divisions’ Tasks

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

c. Professional knowledge and independence check matrix of directors

Article 30.

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

1. Remunerations of Directors

4. Remunerations paid to general managers and deputy managers in the most recent year (2021)

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

6. Employee profit sharing granted to managers:

D. The state of the Company's implementation

1. The state of the Board of Directors’ implementation

List:

(1) Continuing education of directors

Note 2: Accountancy firm’s declaration

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

more

5. Performance of Social Responsibilities

6. Status of Implementation of Integrity Operation

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

8. Other Important Corporate Governance Information:

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

F. Alternation of CPA: None.

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

I. Information on relationships among the top ten shareholders

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

IV. Information on Capital Raising Activities

b. Type of issued shares

2. Shareholder Structure

3. Distribution of Shares

a. Distribution of common shares

4. List of major shareholders

6. Dividend Policy and Execution Status

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

b. Proposal recommending distributing dividends:

No allotment of stocks to employees.

Situation of Corporate Bonds

Data of Convertible Bond

C. Preferred Share: None.

D. Global Depository Receipts (GDR): None.

F. Subscription of new shares for employee restricted stocks has been approved by Financial Supervisory Commission (Ref. No.1060048873) 1.

V. Overview of Business Operations

A. Description of the business

1. Description of the business

a. Scope of business

b. Operational proportion

c. Current product items

B. Luxury industry overview

C. Jewelry market overview and development

2021 Global Jewelry Market Share, By Product

c. Development trends of products

(2) Focus on design features

d. Competition

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

1. Market analysis

a. Sales areas of major products

b. Market shares

b. manufacturing processes

3. Supply situation for major raw materials:

4. The lists of major suppliers and clients

5. Production volume for the 2 most recent fiscal years

RH Annual Report 2021