RH - Annual Report 2024 | FinancialReports.eu

Stock code 4807 Regal Holding Co., Ltd. 2024 Annual Report

Printed on March 28, 2025

Taiwan Stock Exchange Market Observation Post System (MOPS) website: mops.twse.com.tw Regal Holdings Co., Ltd. website: www.regaljewelrygroup.com

1. Company Spokesperson and Acting Spokesperson

Spokesperson ： Sarah Lin General Manager

Acting ： – Wen-Hsiung Lee General Manager of Taiwan Branch / Chief Corporate Spokesperson Governance Officer Telephone ： (02)2501-1225

Email Address ： [email protected]

2. Name, Title, Contact Number, and Email Address of the Litigation and Non-Litigation Agent within the Republic of China (Taiwan)

Name ： Wen-Hsiung Lee

Title ： General Manager of Taiwan Branch / Chief Corporate Governance Officer of Regal Jewelry Investment Holdings Limited, a company incorporated in the Cayman Islands Telephone ： (02)2501-1225

Email Address ： [email protected]

3. Addresses and Phone Numbers of the Head Office, Branches, Subsidiaries, Grandchildren Companies, and Factories

Head Office ： Regal Holdings Co., Ltd. Address ： The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road P.O.Box 32052, Grand Cayman KY 1-1208, Cayman Islands. Web-site ： www.regaljewelrygroup.com Telephone ： (662)420-7440 Taiwan Branch ： Regal Holding Co., Ltd. Taiwan branch ： 3rd Floor, No. 66, Section 2, Jianguo North Road, Zhongshan District, Taipei City Address (Note 1) Telephone ： (02)2501-1225 Sub-subsidisry ： Regal Jewelry Manufacture Co., Ltd. (RJM) (Thailand) Address ： No. 84/4, 84/6-7 Moo. 7, Soi Phet Kasem 122, Phet Kasem Rd., Om Noi Sub-district, Krathum Baen District, Samut Sakhon 74130, Thailand Telephone ： (662)420-7440 Sub-sidiary Regal Plating Co., Ltd. (RGP) ： (Thailand) Address ：[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 Telephone ：[(662)023-4741 ] Sub-sidiary ： Regal Management Solution Co., Ltd. (RMS) ( 註2)

(Thailand)

Address ： 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 Telephone ：[(662)420-8886 ] Sub-sidiary Linden Integrated Co., Ltd. (Linden) ( 註3) ： (Thailand)

Address ：[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
Telephone ：[(662)420-8886 ] Sub-sidiary ： Regal Inspiring Creation (RIC) (Note 4) (Taiwan)
Address ： 11th Floor, No. 131, Songjiang Road, Zhongshan District, Taipei City Telephone ： (02)2501-2022 Sub-sidiary Regal Precious Metal Innovation Co., Ltd. (RPM) ：
(Thailand) Address ：[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
Telephone ：[+662-420-4022 ]
Contact information of the Share Transfer Agency
Name ： Share Transfer Dept., Sinopac Securities Co., Ltd.
Address ： 3rd Floor, No. 17, Bo'ai Road, Zhongzheng District, Taipei City Website ： www.sinopacsecurities.com Telephone ： (02)2381-6288
Contact information of the Certified Public Accountants for the Latest Financial Report Name ： CPA Mrs. CHANG, CHUN-YI and Mrs. CHAO, MIN-J CPA Firm ： KPMG Taiwan Address ： 68F., No.7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City Website ： www.kpmg.com.tw Telephone ： (02)8101-6666

6. Overseas Trade Places for Listed Negotiable Securities: N/A

The Company’s Website: www.regaljewelrygroup.com

Note 1: Relocation completed in June 2024

Note 2: The subsidiary Regal Management Solution Co., Ltd. was approved for dissolution by the board of directors in November 2023, with the dissolution process completed in November 2024. Note 3: The grandchild company Linden Integrated Co., Ltd. was approved for dissolution by the board of directors in November 2023, with the dissolution process completed in November 2024.

Note 4: The subsidiary Regal International Corporation was approved for dissolution by the board of directors in November 2023, with the dissolution process completed in October 2024.

。

8. List of the Board of Directors:

February 28, 2025

			February 28, 2025
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 Research & Development Division Vice President, Regal JewelryManufacture 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 Production Division Vice President, Regal Jewelry Manufacture Co.,Ltd.
	Representative: SARAYUTH MUNGCHITVITSAVAKORN	Thailand
Director	Orlog Global Co., Ltd.	Samoa	Bachelor, International Business Management, Mahidol University Sales Consultant, Regal Jewelry Manufacture Co., Ltd.(Note 1)
	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	GUAN, JYH-LIANG	Republic of China	Ph.D., Business Administration, National Chengchi University Associate Professor, Department of Applied Economics and Management, National Yilan University Think Tank, Center of Brand Innovation Acceleration Service, General Chamber of Commerce of the Republic of China Internationalization Consultant of Franchising Service Industry, Taiwan External Trade Development Council Member of Quality Assessment of Transnational Manpower Agency Services, Ministry of Labor, Executive Yuan Independent director of Donpon Precision Inc. Independent director of LinkCom Manufacturing Co., LTD. Independent director of SUN MAX TECH LIMITED
Independent Director	LEE, TSUNG-PEI	Republic of China	Ph. D., Economics, National Chengchi University International and Resource Development CEO, Fu Jen Catholic University Associate dean of College of Management, Fu Jen Catholic University Associate Professor, Department of Finance and International Business, Fu Jen Catholic University Associate Professor of Ph.D. Program in Business Administration, School of Management, Fu Jen Catholic University Resident Committee of the Affiliated Hospital of Fu Jen Catholic University Independent director of Powertech industrial Co., Ltd. Independent director of Ibase Solution Co.,Ltd.

Independent Director	LIN, CHUNG-CHING	Republic of China	Master's degree from the Social Finance and Economics Section of the Management Office of National Chengchi University, General Entrance Examination, and College Entrance Examination Passed financial business Chief of the Audit, Specialist, Audit and Inspection Team of the Financial Bureau of the Ministry of Finance. Special member and deputy leader of the Agricultural Finance Bureau of the Committee of Agriculture.

Pages I. Report to the Shareholders ................................................................................................... 1 II. Corporate Governance Report ............................................................................................. 5 1. 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 ..................................................................................................................................................... 5 2. Remuneration paid to Directors, Supervisors, General Manager, and Deputy General Manager in the most recent fiscal year ................................................................................................................. 23 3. The state of the Company's implementation ................................................................................. 29 4. Accountant Fee Information ........................................................................................................ 123 5. Information of changing Accountant ........................................................................................... 123 6. 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 ................................................................................................................. 124 7. Transfer & pledge of stock equity by directors, supervisors, managerial officers, and holders of 10% or more of company shares ................................................................................................... 125 8. Information on relationships among the top ten shareholders ..................................................... 126 9. 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 .............................................................................................................................. 129 III. Information on Capital Raising Activities ....................................................................... 130 1 ､ Capital and Shares ..................................................................................................................... 130 2 ､ Section on Corporate Bonds ...................................................................................................... 133 3 ､ Special Stock Handling Status .................................................................................................. 133 4 ､ Status of the Handling of Overseas Depositary Receipts .......................................................... 133 5 ､ Status of the Handling of Employee Stock Warrants ................................................................ 133 6 ､ Status of the Handling of Restricted Employee Shares ............................................................. 134 7 ､ Status of the Issuance of New Shares for Mergers or Acquisition of Shares of Other Companies ......................................................................................................................................................... 134 8 ､ Status of Implementation of Capital Utilization Plan ................................................................ 134 IV . Business Overview ........................................................................................................... 135 1. Business Scope ............................................................................................................................ 135 2. Market Overview and Production ............................................................................................... 149

Number of Employees in the Most Recent Two Years ............................................................... 158 4. Environmental Protection Expenditure Information ................................................................... 158 5. Labor-Management Relations ..................................................................................................... 159 6. Information Security Management .............................................................................................. 160 7. Significant Contracts ................................................................................................................... 164 8. Intellectual Property Management Plan and Implementation Status ........................................... 165 V. Review and Analysis of Financial Condition and Financial Performance, along with Risk Factors .................................................................................................................................... 168 1. Financial Condition ..................................................................................................................... 168 2. Financial Performance ................................................................................................................. 169 3. Cash FLow .................................................................................................................................. 171 4. Impact of Significant Capital Expenditures in the Most Recent Year on Financial and Business Performance .................................................................................................................................... 172 5. Investment Policy in the Most Recent Year, Key Reasons for Profits or Losses, Improvement Plans, and Investment Plans for the Coming Year .......................................................................... 172 6. Risk Factors for the Most Recent Year and up to the Date of the Annual Report's Publication . 174 7. Other Important Matter ............................................................................................................... 184 VI. Special Notes or Special Remarks ............................................................................... 185 1. Information on Affiliated Companies ......................................................................................... 185 2. Status of Private Placement of Securities in the Most Recent Year and up to the Date of the Annual Report's Publication ............................................................................................................ 191 3. Other Necessary Supplementary Explanations ........................................................................... 191 4. Matters occurring in the most recent year and up to the date of the annual report's publication that have a significant impact on shareholders' equity or securities prices, as stipulated in Article 36, Paragraph 2, Item 2 of the Securities and Exchange Act ................................................................ 191 5. Significant Differences from the Shareholder Equity Protection Provisions in Taiwan ............. 191 6. Our Company's 2024 Financial Report ..................................................................................... 201

1. Report to the Shareholders

2024 was a year filled with challenges and recovery. Industry conditions are expected to improve compared to the previous year, but the recovery speed will be slow. While the interest rate hike cycle of European and American central banks has ended and rate cuts have begun, inflation will not return to the low levels of the past. Interest rates will remain high, and the effects of inflation will continue to impact the consumer market, resulting in a loss for Regal Holdings after the year-end settlement .

1. Operating Report of the year of 2024

(1) Operating Results
Regal Holdings' consolidated revenue for 2024 amounted to NT$1,779,375 thousand, a 55% increase compared to the previous year. The consolidated net loss after tax was NT$-57,291 thousand, with a loss per share of NT$-1.56.
(2) Budget Execution Status
- The company did not disclose its financial forecast for 2024, so there is no need to disclose the budget execution status.
(3) Financial Income and Expenditure, and Profitability Analysis
In terms of the jewelry processing revenue composition, the metalworking revenue increased by approximately 47% year-on-year, and the gross profit margin for metalworking processing improved from 2.82% in the previous year to 13.17% in 2024. This improvement was mainly due to an increase in order volume, which helped reduce the unit cost of products. The electroplating revenue grew by approximately 56%, and the gross profit margin for electroplating processing increased from 2.13% in the previous year to 8.23% in 2024. This was primarily due to the contribution of high-margin orders and effective control over precious metal procurement costs.
(4) Research and Development Status
To maintain innovation capabilities and strengthen competitive advantages, the company is implementing an intellectual property management plan. In the future, we will continue to enhance product design development and apply for related intellectual property rights. For more details, please refer to the "Technology and R&D Overview" and "Intellectual Property Management Plan and Implementation Status" sections of the annual report.

2. Operating Plan of the year of 2025

(1) Produc tion and Sales Policy: Control Production Costs and Expand New Customer Base

To effectively reduce costs, Regal Holdings will continue to strengthen the adjustment mechanism between monthly orders and workforce allocation on production lines. At the same time, we are constantly upgrading the group's hardware and software to

improve departmental efficiency, while also considering the current industry situation and future outlook to appropriately adjust the total number of employees. In response to our key customers' strategy of increasing in-house production capacity and outsourcing high-difficulty craftsmanship products, we will continue to streamline production processes, eliminate unnecessary steps, and expand our customer base and product categories. Additionally, to mitigate the risks posed by international exchange rates, we will continue to dynamically adjust our hedging strategy and manage risk to minimize the impact of financial costs on profitability.

(2) Expected Sales Volume

Regal Holdings will focus on factory stability and cost control to respond to external challenges while maintaining competitiveness. In addition to retaining existing customers, we are also actively developing new customers. Looking ahead, we are prepared for the future and expect that sales revenue and volume in 2025 will have opportunities for growth compared to 2024.

(3) Business Strategy: External Plans and Internal Management

In 2025, under the backdrop of slowing growth in major economies, the global economy will still benefit from the recovery of international trade and industry structural adjustments. Regal Holdings will adhere to its vision of becoming "the most valuable jewelry company in the world" by continuing to focus on innovation, flexibility, and sustainability. We will drive business development and internal optimization, while striving to maintain a leading position in the highly competitive market.

Our annual business plan will focus on the following four strategic directions:

1. Market Expansion and Business Growth :

(1) Deepen OEM and ODM services to meet the global jewelry industry's demand for customization and high-quality products. Actively expand into overseas markets to increase market share and sales revenue.
(2) Enhance the market insight capabilities of the business team by leveraging data analysis and competitive intelligence to quickly grasp market trends and formulate precise strategies. Actively develop potential high-end customer segments.
(3) Participate in international jewelry exhibitions and trade negotiations to enhance brand visibility and establish more cross-border collaboration opportunities.

2. Improvement of Production Efficiency and Technological Innovation

(1) Continuously implement the LEAN Project to optimize production processes, reduce waste, and ensure product quality stability and consistency.。
(2) Implement smart manufacturing systems that integrate IoT (Internet of Things) technology to monitor production progress and equipment status in real time, enhancing production transparency and management efficiency.
(3) Training multi-skilled workers and establish a skill matrix to enhance the flexibility of

production lines, enabling better adaptation to diverse order demands and unexpected changes.

(4) Initiate the automated inspection equipment introduction plan to reduce human error in inspections and improve the accuracy of finished product testing.

3. Deepening ESG Sustainable Development

(1) Advance the Phase II solar power project, with the goal of increasing the renewable energy usage rate to 30% by the end of 2025, further reducing our carbon footprint.
(2) Obtain ISO 50001 and ISO 14064-1 certifications to the energy management system and achieve energy-saving and emission-reduction goals.
(3) Expand the production scale of recycled silver and promote RJC-certified recycled silver to external markets, enhancing the company's competitiveness in the green supply chain sector.
(4) Implement an ESG education and training program to promote environmental awareness among all employees and actively participate in community welfare and social responsibility activities.

4. Internal Management Optimization and Organizational Development

(1) Establish the "Regal Management System" to integrate global standards and guidelines such as ISO, RJC, GRI, and internal audit controls, enhancing the efficiency and compliance of the internal management system.
(2) Implement a knowledge management platform to establish a technical document repository and learning resource center, promoting the effective transfer of organizational experience and technology.
(3) Optimize the performance evaluation system by adopting a multi-dimensional performance assessment model that covers innovation, teamwork, process improvement, and ESG contributions, to stimulate employee engagement and motivation.
(4) Promote paperless office practices by leveraging digital systems and cloud platforms to improve information management efficiency and reduce paper usage.

(4) Future Development Strategy: Environmental, Social, and Governance (ESG)

As global attention on ESG (Environmental, Social, and Governance) issues continues to rise, various related concepts and regulations are constantly evolving. In response, we will continue to strengthen our commitment to ESG issues, improving the sustainability and risk management teams and systems across the group's subsidiaries.

In terms of sustainable development, we will leverage our group's RPM company’s ability to produce RJC-certified recycled silver. In addition to supplying it for internal use, we will actively seek opportunities to become a supplier for other jewelry brands. We will also

continue to increase our use of renewable energy, enhance material transparency, and improve traceability.

Regarding corporate governance, we will not only continue to improve our existing risk management framework but also ensure that the group maintains good and effective communication channels with stakeholders, including investors, legal compliance, and others. We will also keep monitoring the implementation of strategies and annual plans across our subsidiaries to ensure the achievement of the group’s objectives.

3. Impact of the External Competitive Landscape, Regulatory Environment, and Macroeconomic Conditions on Business Operations

For the impacts of various risk factors—including macroeconomic and political conditions, regulatory changes on the protection of shareholders’ rights and interests, and the influence of technology on the company’s production and operations—please refer to 。 the 'Risk Factors' section of the Annual Report

On behalf of the Board of Directors and the management team, we would like to express our sincere gratitude to all shareholders of Regal Holdings for your trust and support amid numerous challenges. In 2025, we will continue to lead the company forward with full dedication, striving to create greater growth opportunities for both the company and our 。 customers. We sincerely hope for your continued support and encouragement. Thank you.

Wishing you all good health and every success

Chairman： PHACHARAPON PHAIBOONSUNTORN

2. Corporate Governance Report

Information on Directors, Supervisors, CEO, Vice Presidents, Assistant Vice Presidents, and Heads of Departments and Branches:
(1) Director and Supervisor
1. Director (Regal Holding has established an Audit Committee, and therefore there is no need to set up Supervisors.)

As of March 31, 2025 / Unit: Share； %

																	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	Share；%
Title	Nationality or place of registration	Name	Gende/age (Note1)	Elected date	Term	First Elected date	Shares held when elected		Current Shares holding		Shares currently held by their spouses and minor children		Shares held in the name of others		Main Working/Education Experienc	Concurrent positions in the Company and other companies	Spouse or relatives within second degree kinship who serve managerial posts or seats of board directors/ supervisors of the company			Note
							Number	%	Number	%	Number	%	Number	%			Title	Name	relation
Chairman	Thailand	Representative: PHACHARAPON PHAIBOONSUNTORN	M 61-70	05.26.2023	3 years	09.30.2016	925,800	2.40%	925,800	2.41%	-	-	2,549,559	6.64%	National Taipei University of Technology School of Management EMBA Thailand Special Class Management Master Research & Development Division Vice President, 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	None	None	None	Not Applicable
	Samoa	Solar Jewelers Group Corp.					13,760,000	35.74%	13,760,000	35.84%	-	-	-	-			None	None	None	Not Applicable
Director	Seychelles	Hyperion Trading Co., Ltd.	M 51-60	05.26.2023	3 years	09.30.2016	1,463,682	4.61%	1,463,682	3.81%	-	-	-	-	Diploma of Management courses in Management & Psychology Institute, Thailand	Director and Deputy General Manager, Production, Regal Jewelry Plating Co.,	None	None	None	Not Applicable

As of March 31, 2025 / Unit: Share； %

																	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	Share；%
Title	Nationality or place of registration	Name	Gende/age (Note1)	Elected date	Term	First Elected date	Shares held when elected		Current Shares holding		Shares currently held by their spouses and minor children		Shares held in the name of others		Main Working/Education Experienc Graduated from Suankularb high school, Thailand Production Division Vice President, Regal Jewelry Manufacture Co., Ltd.	Concurrent positions in the Company and other companies Ltd. Director, Hyperion Trading Co., Ltd.	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
	Thailand	Representative: SARAYUTH MUNGCHITVITSAVAKORN					-	-	284,800	0.74%	-	-	1,463,682	3.81%			None	None	None	Not Applicable
Director	Samoa	Orlog Global Co., Ltd.	F 41-50	05.26.2023	3 years	09.30.2016	889,117	2.92%	889,117	2.32%	-	-	-	-	Bachelor, International Business Management, Mahidol University Deputy General Manager, Sales, Regal Jewelry Manufacture Co., Ltd.	Sales Consultant, Regal Jewelry Manufacture Co., Ltd.(Note1) Director, Orlog Global Co., Ltd.	General Manager	Lin, Ju-Ying	second-degree relative	Not Applicable
	Republic of China	Representative: LIN, CHIU-I					-	-	294,800	0.77%	-	-	889,117	2.32%			Juristic Person director’s rep.	Lin, Chin-San	second-degree relative	Not Applicable
Director	Samoa	Unique Global Investment Inc.	M 41-50	05.26.2023	3 years	09.30.2016	398,000	1.51%	398,000	1.04%	-	-	-	-	Bachelor of Business Administration & Management, Pepperdine University Director of Formosa Marketing Co., Ltd.	Chairman, Linden Integrated Co., Ltd. Director, Unique Global Investment Inc.	General Manager	Lin, Ju-Ying	second-degree relative	Not Applicable
	Republic of China	Representative: LIN, CHIN-SAN					160,000	0.42%	160,000	0.42%	-	-	989,123	2.58%			Juristic Person director’s rep.	Lin, CHIU-I	second-degree relative	Not Applicable

As of March 31, 2025 / Unit: Share； %

																	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	Share；%
Title	Nationality or place of registration	Name	Gende/age (Note1)	Elected date	Term	First Elected date	Shares held when elected		Current Shares holding		Shares currently held by their spouses and minor children		Shares held in the name of others		Main Working/Education Experienc	Concurrent positions in the Company and other companies	Spouse or relatives within second degree kinship who serve managerial posts or seats of board directors/ supervisors of the company			Note
							Number	%	Number	%	Number	%	Number	%			Title	Name	relation
Independent Director	Republic of China	GUAN, JYH-LIANG	M/51-60	05.26.2023	3 years	08.28.2015	-	-	-	-	-	-	-	-	Ph.D., Business Administration, National Chengchi University Associate Professor, Department of Applied Economics and Management, National Yilan University Think Tank, Center of Brand Innovation Acceleration Service, General Chamber of Commerce of the Republic of China Internationalization Consultant of Franchising Service Industry, Taiwan External Trade Development Council Member of Quality Assessment of Transnational Manpower Agency Services, Ministry of Labor, Executive Yuan	Independent director of Donpon Precision Inc. Independent director of LinkCom Manufacturing Co.,LTD. Independent director of SUN MAX TECH LIMITED	None	None	None	Not Applicable

As of March 31, 2025 / Unit: Share； %

																	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	Share；%
Title	Nationality or place of registration	Name	Gende/age (Note1)	Elected date	Term	First Elected date	Shares held when elected		Current Share	s holding	Shares currently held by their spouses and minor children		Shares held in the name of others		Main Working/Education Experienc	Concurrent positions in the Company and other companies	Spouse or relatives within second degree kinship who serve managerial posts or seats of board directors/ supervisors of the company			Note
							Number	%	Number	%	Number	%	Number	%			Title	Name	relation
Independent Director	Republic of China	LEE, TSUNG-PEI	M/61-70	05.26.2023	3 years	08.28.2015	-	-	-	-	-	-	-	-	Ph. D., Economics, National Chengchi University International and Resource Development CEO, Fu Jen Catholic University Associate dean of College of Management, Fu Jen Catholic University Associate Professor, Department of Finance and International Business, Fu Jen Catholic University Associate Professor of Ph.D. Program in Business Administration, School of Management, Fu Jen Catholic University Resident Committee of the Affiliated Hospital of Fu Jen Catholic University	Independent director of Powertech industrial Co., Ltd. Independent director of Ibase Solution Co.,Ltd.	None	None	None	Not Applicable

As of March 31, 2025 / Unit: Share； %

																	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	As of March 31, 2025 / Unit:	Share；%
Title	Nationality or place of registration	Name	Gende/age (Note1)	Elected date	Term	First Elected date	Shares held when elected		Current Shares holding		Shares currently held by their spouses and minor children		Shares held in the name of others		Main Working/Education Experienc	Concurrent positions in the Company and other companies	Spouse or relatives within second degree kinship who serve managerial posts or seats of board directors/ supervisors of the company			Note
							Number	%	Number	%	Number	%	Number	%			Title	Name	relation
Independent Director	Republic of China	LIN, CHUNG-CHING	M/61-70	05.26.2023	3 years	05.26.2023	-	-	-	-	-	-	-	-	Master's degree from the Social Finance and Economics Section of the Management Office of National Chengchi University, General Entrance Examination, and College Entrance Examination Passed financial business Chief of the Audit, Specialist, Audit and Inspection Team of the Financial Bureau of the Ministry of Finance. Special member and deputy leader of the Agricultural Finance Bureau of the Committee of Agriculture.	Currently not holding positions in other companies.	None	None	None	Not Applicable

Note 1：The board members＇age is based on the year in which the annual report is released (2024).

(2) Major shareholders of juristic-person directors

(1) Major shareholders of juristic person’s shareholders

As of March 31, 2025 / Unit: Share； %

	As of March 31, 2025 / Unit: Share；%
Name of Corporate Shareholder	Major Shareholders of the Corporate Shareholder
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%)
Hyperion TradingCo., Ltd.	SARAYUTH MUNGCHITVITSAVAKORN (100%)
OrlogGlobal 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.

3. Professional qualifications and experience of directors and independence of independent directors:

Condition Name	Professional & Experience	Independence situation	Number of being Independent Directors of other Public Companies
PHACHARAPON PHAIBOONSUNTORN	 Education Experience - EMBA, National Taipei University of Technology Thailand Special Program	Chairman and Corporate Director of Solar Jewelers Group Corp. representative, and serves as an important subordinate director. He is also the top ten natural person shareholders of the company and is not an independent director. The remaining independence events are consistent with the independence events listed in Article 3, Item 1 of the "Independent Establishment of Publicly Offering Companies and Matters to be Observed" revised by the Financial Supervisory Commission.	0
	 Expertise - Has mastered the core technology of production and has more than 40 years of experience in key management positions such as production manager or general manager.
	 Main Working - Manager of Production Division, Regal Jewelry Manufacture Co., Ltd
SARAYUTH MUNGCHITVITSAVAKORN	 Education Experience - Diploma of Management courses in Management & Psychology Institute, Thailand	The representative of the company's legal director Hyperion Trading Co., Ltd. and is not an independent director. The rest are in compliance with the independence conditions listed in Article 3, Item 1 of the "Regulations on	0

	 Expertise - Had more than 30 years of experience in jewelry manufacturing.	the Establishment and Matters to be Observed of Independent Directors of Publicly Offered Companies" promulgated by the Financial Supervisory Commission.
	 Experience – Deputy General Manager of Production, Regal Jewelry Manufacture Co., Ltd.
LIN, CHIU-I	 Education Experience - Bachelor, International Business Management, Mahidol University	Orlog Global Co., Ltd. is the corporate director of the company. The representative is not an independent director. The rest are in compliance with the independence conditions listed in Article 3, Item 1 of the "Regulations on the Establishment and Matters to be Observed of Independent Directors of Publicly Offered Companies" promulgated by the Financial Supervisory Commission.	0
	 Expertise - Had more than 20 years of experience in jewelry marketing and business development.
	 Main Working - Deputy General Manager, Sales, Regal Jewelry Manufacture Co., Ltd.
LIN, CHIN-SAN	 Education Experience - Bachelor of Business Administration & Management, Pepperdine University	Unique Global Investment Inc., a corporate director of the company The representative is not an independent director. The rest are in compliance with the independence conditions listed in Article 3,	0
	 Expertise - Had more than 10 years of experience in business development and production management.	Item 1 of the "Regulations on the Establishment and Matters to be Observed of Independent Directors of Publicly Offered Companies" promulgated by the Financial Supervisory Commission.

	 Main Working - Director of Formosa Marketing Co., Ltd.  Chairman, Linden Integrated Co., Ltd.  Director, Unique Global Investment Inc.
GUAN, JYH-LIANG	 Education Experience - Ph.D., Business Administration,	The following three independent directors have met the qualifications stipulated in the "Regulations on the Establishment and Matters to be Observed of Independent Directors of Publicly Offering Companies" promulgated by the Financial Supervisory Commission and Article 14-2 of the Securities and Exchange Act in the two years before their election and during their term of office. Requirements, and the independent directors have been given the power to fully participate in decision-making and express opinions in accordance with Article 14-3 of the Securities and Exchange Act, so as to independently execute relevant powers.	3
	 Expertise - Strategic management, business models, international business management
	 Main Working - Associate Professor, Department of Applied Economics and Management, National Yilan University
	 Think Tank, Center of Brand Innovation Acceleration Service, General Chamber of Commerce of the Republic of China
LEE, TSUNG-PEI	 Education Experience - Ph. D., Economics, National Chengchi University		2
	 Expertise - Economy

	 Main Working - International and Resource Development CEO, Fu Jen Catholic University
	 Independent director of Powertech industrial Co., Ltd.  Independent director of Ibase Solution Co.,Ltd.
LIN, CHUNG-CHING	 Master of Eminent Public Administrator, College of Social Sciences, National Chengchi University, Passed the general examination and college entrance examination in financial business	0
	 Expertise - Finance and Economics
	 Main Working –  Audit, Specialist, Audit and Inspection Team Section Chief, Financial Bureau of the Ministry of Finance  Special member and deputy leader of the Agricultural Finance Bureau of the Committee of Agriculture

Note: After investigation, none of the directors of the company has fallen into any of the circumstances stated in Article 30 of the Company Law.

Board Diversity and Independence：
(1) Diversity Policy of the Board
- a. In accordance with the Company's "Code of Corporate Governance Practices", the composition of the Board shall take into account diversity. In addition to the fact that the number of directors who are also managers of the Company should not exceed one-third of the total number of directors, the Company shall formulate appropriate diversity policies with respect to its operation, business model and development needs, including but not limited to the following two major criteria:
- i. Basic qualifications: gender, age, etc.
- ii. Professional knowledge and skills: professional background, professional skills and industrial experience, etc.
(2) Diversity Objectives of the Board
- Board members should generally possess the knowledge, skills, and education necessary to perform their duties. In order to achieve the desired goals of corporate governance, the Board as a whole should possess the following competencies:
- i. Operation judgment.
- ii. Accounting and financial analysis skills.
- iii. Management skills.
- iv. Management ability of crisis.
- v. Industry knowledge.
- vi. International market perspective.
- vii. Leadership skills

viii. Decision-making ability.

(3) Condition of implementing Diversity of Board members

The company has established a " Procedures for the Election of Board of Directors" system, which follows a " The Candidate Nomination System for Electing " All director candidates are nominated and undergo qualification review. After approval by the board of directors, they are presented for election by the shareholders' meeting. At the shareholders' general meeting held on May 26, 2023, the resolution was passed to elect Mr. PHACHARAPON PHAIBOONSUNTORN, Mr. SARAYUTH MUNGCHITVITSAVAKORN, Ms. LIN, CHIU-I, Mr. LIN, CHIN-SAN, Mr. GUAN, JYH-LIANG, Mr. LEE, TSUNG-PEI, and Mr. LIN, CHUNG-CHING as directors of the 6[th] term of the company, with a three-year term (from May 26, 2023, to May 25, 2026).

Mr. PHACHARAPON PHAIBOONSUNTORN, the reappointed chairman of the company, specializes in production and R&D technology. Director Mr. SARAYUTH MUNGCHITVITSAVAKORN has 30 years of experience in jewelry manufacturing. Director Ms. LIN, CHIU-I is a female director with over 20 years of expertise in jewelry marketing and business development. Director Mr. LIN, CHIN-SAN also

possesses more than 10 years of experience in business development and production management within the jewelry industry.

Continuing as an independent director, Mr. GUAN, JYH-LIANG has taught for many years in the Department of Applied Economics and Management at National Yilan University, specializing in Strategic management, business models, international business management. Independent director Mr. LEE, TSUNG-PEI has extensive experience teaching in the Department of Finance and International Business at Fu Jen Catholic University, with expertise in financial economics and finance.

The newly appointed independent director, Mr. LIN, CHUNG-CHING, holds a Master of Eminent Public Administrator, College of Social Sciences, National Chengchi University, Passed the general examination and college entrance examination in financial business. He has held positions at Auditor, Specialist, Audit and Inspection Section Chief of the Financial Bureau of the Ministry of Finance and Special Member and Deputy Leader of the Agricultural Finance Bureau of the Committee of Agriculture. With his rich experience in financial accounting, he brings fresh insights to the company's board of directors.

Items for Diversification Title	Basic Composition	Basic Composition	Basic Composition	Basic Composition	Basic Composition		Professional knowledge and skills	Professional knowledge and skills	Professional knowledge and skills	Professional knowledge and skills	Professional knowledge and skills	Professional knowledge and skills	Professional knowledge and skills
	Nationality Or place of registration	Gender		Nationality Or lace of reistration	p g Gender		Nationality Or lace of reistration	p g Gender		Nationality Or lace of reistration	p g Gender		Nationality Or place of registration
Solar Jewelers Group Corp. Representative: PHACHARAPON PHAIBOONSUN TORN	Thailand	M	yes	51-60	0								
Hyperion Trading Co., Ltd. Representative: SARAYUTH MUNGCHITVITSA VAKORN	Thailand	M	yes	51-60	0								

Orlog Global Co., Ltd. Representative: LIN, CHIU-I	ROC	F	No ne. (Not e 2)	41-50	0								
Unique Global Investment Inc. Representative: LIN,CHIN-SAN	ROC	M	No ne.	41-50	0								
GUAN, JYH-LIANG	ROC	M	No ne.	51-60	7								
LEE, TSUNG-PEI	ROC	M	No ne.	61-70	7								
LIN, CHUNG-CHING	ROC	M	No ne.	61-70	0								

Note 1 : The board members’ age is based on the year in which the annual report is released (2024).

(4) Specific Management Objectives and Achievement of the Diversity Policy

The percentage of directors with employee status is 29%, two directors is aged 61-70, three are aged 51-60, and two are aged 41-50. Specific Management Objectives of the Diversity Policy: The Company focuses on gender equality of Board members and aims to have at least one female Board member. Currently, the percentage of female directors is 14%, and the target has been achieved.

female Board member. Currently, the percentage of female directors is et has been achieved.	14%, and the
Management Objective	Achievement
Diversity of independent directors, the expertise has to include economics,business or law	Achieved
The qualifications of independent directors must comply with the related regulations of the Securities and Futures Bureau of Financial SupervisoryCommission	Achieved
At least one female director on the Board of Directors	Achieved

If the number of directors of either gender does not reach one-third of the total seats, the reasons and measures to enhance gender diversity on the Board shall be stated.

A. Explanation:

According to the Articles of Incorporation, the Company has established seven seats on the Board of Directors. The current directors were elected at the shareholders’ meeting on May 26, 2023. However, there is only one female director, which, although compliant with the relevant regulations at that time, does not meet the one-third gender representation

threshold. This is mainly due to the characteristics of the industry, where it is challenging to recruit qualified candidates within a short period.

B. Measures:

Before the expiration of the current Board’s term and the upcoming re-election, the Company will actively seek candidate recommendations through various channels, including industry associations and academic institutions. These efforts aim to improve corporate governance effectiveness and implement the policy of board member diversity.

(5) Board Independence:

According to the Company’s Articles of Incorporation, the Board of Directors shall consist of seven members. Directors are elected at the shareholders’ meeting from among candidates with legal capacity and may be re-elected upon the expiration of their term. In accordance with the Securities and Exchange Act, the Company has established independent directors within the aforementioned number of board seats. The number of independent directors shall be no less than three. The election of directors, including independent directors, is conducted through a candidate nomination system.

The Company currently has seven directors, who were elected at the shareholders’ meeting held on May 26, 2023. Among them, three are independent directors, accounting for one-third of the total board seats.

Each director has provided a written statement or relevant documentation confirming their independence, as well as that of their immediate family members, in relation to the Company. None of the directors are involved in any of the circumstances described in Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act—specifically, no marital or second-degree kinship relationships exist between any directors, supervisors, or between directors and supervisors—thus complying with relevant legal requirements.

Detailed information on all board members is provided in the Company’s Annual Report under the section "Corporate Governance Report – 2. Information on Directors, CEO, Vice Presidents, Assistant Vice Presidents, and Heads of Departments and Branches." In addition, information regarding the Board’s composition, continuing education, and implementation of diversity is publicly disclosed on the Company’s website at: http://www.regaljewelrygroup.com/TW/InvestorNews/ugC_InvestorNews.asp

。

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

As of March 31, 2025 / Unit: Share； %

~~T~~he tittle	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	Status of Employee Stock Option Acquisit ion by ~~Mi~~	Note (NOT E2)
					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%	EMBA, National Taipei University of Technology Thailand Special Program Manager, Regal Jewelry Manufacture Co., Ltd.	CEO/ General Manager, Regal Jewelry Manufacture Co., Ltd Chairman, Reunite Inspiring Creation Co., Ltd. (Note 3)	sales consultant of Regal Jewelry Manufactur e Co., Ltd.	Lin, CHIU-I	second-de gree relative	~~anager~~ －	Not Applica ble
Deputy General Manager, R&D	Thailand	PHACHARAPON PHAIBOONSUNTORN	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. Chairman, Regal Precious Metal Innovation Co., Ltd Directors, Solar Jewelers Group Corp.	None.	None.	None.	－	Not Applicable

As of March 31, 2025 / Unit: Share； %

~~T~~he tittle	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	Status of Employee Stock Option Acquisit ion by ~~Mi~~	Note (NOT E2)
					Shares	%	Shares	%	Shares	%			Title	Name	Relation
Deputy General Manager, Production	Thailand	SARAYUTH MUNGCHITVITSAVAKORN	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.	None.	None.	None.	~~anager~~ None	Not Applicab le
Business Consultant	Republic of China	LIN, CHIU-I	F	2018/05	294,800	0.77%	-	-	889,117	2.32%	Bachelor, International Business Management, Mahidol University Deputy General Manager, Sales, Regal Jewelry Manufacture Co., Ltd.	Director and Sales Consultant, Regal Jewelry Manufacture Co., Ltd. (Note4) Director, Orlog Global Co., Ltd.	General Manager	LIN, JU-YING	second-de gree relative	None	Not Applic able
Finance/ Accounting Supervisor	Thailand	NARISSARRANEE KEATBHOONYARRITH ( Note 5)	F	2020/12	－	－	-	-	-	-	M.D., Business Management, Ramkhamhaeng University Accounting specialist, Chorkitthawornpanit Limited Partnership	Accounting Supervisor, Regal Jewelry Manufacture Co., Ltd.	None.	None.	None.	None	Not Applicab le
Auditor Supervisor	Malaysia	WONG, HON-FEI (Note4)	M	2016/01	-	-	-	-	-	-	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.	None.	None.	None.	None	Not Applicab le

As of March 31, 2025 / Unit: Share； %

~~T~~he tittle	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	Status of Employee Stock Option Acquisit ion by ~~Mi~~	Note (NOT E2)
					Shares	%	Shares	%	Shares	%			Title	Name	Relation
Auditor Supervisor	Republic of China	CHIANG, PEI-LUN (Note5)	F	2023/05	-	-	-	-	-	-	Department of Leisure Industry Management, National Taiwan Sport University Cayman Islands Regal Holding Co., Ltd Administrative Secretary, Taiwan Branch		None.	None.	None.	~~anager~~ None	Not Applicab le
Audit Manager	Republic of China	CHAO,CHI-HAO (Note6)	M	2025/02							Concordia University Department of Economics Concord Securities		None.	None.	None.	None	Not Applicab le
General Manager, Regal Holding Co., Ltd. Taiwan Branch	Republic of China	LI, WEN-HSIUNG	M	2016/03	-	-	-	-	-	-	Bachelor, Engineering, National Formosa University Sales Manager, Sales, Discover Consultant Co., ~~Ltd.~~	Corporate Governance Officer	None.	None.	None.	None	Not Applicab le
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.	General Manager, Regal Plating Co., Ltd.	None.	None.	None.	None	Not Applicab le

Note 1: The commencement date refers to the date of appointment at the main operating entity, Regal Jewelry Manufacture Co., Ltd.

Note 2: If the Chairman and the President (or the equivalent top executive) are the same person, spouses, or first-degree relatives, the company shall disclose in the remark column the reasons, rationality, necessity, and corresponding measures (e.g., increasing the number of independent directors, ensuring that at least half of the directors are neither employees nor managerial officers, etc.). This situation does not apply to the Company.

Note 3: The Company’s subsidiary, Nicheng International Co., Ltd., had its dissolution approved by the Board of Directors in February 2025, and the deregistration process was completed in November 2024. Note 4: The former Audit Manager, Mr. WONG,HON-FEI , resigned at the end of March 2024.

Note 5: Ms. Pei-Lun Chiang was appointed as Audit Manager following the resolutions passed at the 5th meeting of the 5th Audit Committee and the 5th meeting of the 6th Board of Directors on May 13, 2024. She was relieved from her position on February 27, 2025, due to a job reassignment.

Note 6: Mr. Chih-Hao Chao was appointed as the new Audit Manager following the resolutions passed at the 8th meeting of the 5th Audit Committee and the 8th meeting of the 6th Board of Directors on February 27, 2025.

2. Remuneration Paid to Directors, President, and Vice Presidents in the Most Recent Fiscal Year

(1) Remuneration of General Directors and Independent Directors (Disclosure of Individual Names and Forms of Compensation)

																March 31,2025 Unit: NT$Thousands	March 31,2025 Unit: NT$Thousands	March 31,2025 Unit: NT$Thousands	March 31,2025 Unit: NT$Thousands	March 31,2025 Unit: NT$Thousands	March 31,2025 Unit: NT$Thousands	March 31,2025 Unit: NT$Thousands
Title	Name			Compensation of Directors						Total amount of A, B, C and D and their proportion to the net income (%)		Relevant remunerat				ion as an employee				Total amount of A, B, C, D, E, F and G and their proportion to the net income (%)		Is there any remuneration from other invested businesses apart from subsidiaries?
		Remunerations (A)		Retirement allowance (B)		Remuneration from distribution(C)		Business execution expenses (D)				Salary, bonus, and special (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.	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	N/A
	Representative: PHACHARAPON PHAIBOONSUNTORN	0	0	0	0	0	0	0	0	0	0	2,200	5,765	0	478	87	0	87	0	2,287	6,330	N/A
																				1.18%	3.28%
Director	Hyperion Trading Co., Ltd.	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	N/A
	Representative: SARAYUTH MUNGCHITVITSAVAKORN	0	0	0	0	0	0	0	0	0	0	1,758	4,360	0	300	87	0	87	0	1,845	4,747	N/A
																				0.95%	2.46%
Director	Orlog Global Co., Ltd.	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	N/A
	Representative: LIN, CHIU-I	600	600	0	0	0	0	40	40	640	640	425	1,592	0	0	0	0	0	0	1,065	2,232	N/A
				0	0	0	0			0.33%	0.33%									0.55%	1.15%
Director	Unique Global Investment Inc	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	N/A
	Representative: LIN, CHIN-SAN	600	600	0	0	0	0	40	40	640	640	0	0	0	0	0	0	0	0	640	640	N/A
										0.33%	0.33%									0.33%	0.33%
Independent Director	GUAN, JYH-LIANG	600	600	0	0	0	0	40	40	640	640	0	0	0	0	0	0	0	0	640	640	N/A
										0.33%	0.33%									0.33%	0.33%
Independent Director	LEE, TSUNG-PEI	600	600	0	0	0	0	40	40	640	640	0	0	0	0	0	0	0	0	640	640	N/A
										0.33%	0.33%									0.33%	0.33%
Independent Director	YEH, KUANG-CHOU(NOTE 3)	250	250	0	0	0	0	20	20	270	270	0	0	0	0	0	0	0	0	270	270	N/A
										0.14%	0.14%									0.14%	0.14%
Independent Director	LIN, CHUNG-CHING(NOTE 4)	350	350	0	0	0	0	30	30	380	380	0	0	0	0	0	0	0	0	380	380	N/A
										0.20%	0.20%									0.20%	0.20%

Note 1: Please describe the independent directors’ compensation policy, system, standards, and structure, and explain the correlation between the amount of compensation and factors such as responsibilities, risk exposure, and time commitment: Please refer to page 22 of the Annual Report.

Note 2: In addition to the disclosures above, the remuneration received in the most recent fiscal year by the Company’s directors for services provided to all entities included in the financial statements (e.g., serving as non-employee consultants): No such cases.

Remuneration of the General Manager and Deputy General Managers

==> picture [700 x 286] intentionally omitted <==

March 31, 2025 Unit: NT$ Thousands

Note 1: Refers to the provision recognized as pension expense.

March 31, 2025 Unit: NT$ Thousands

(1) Remuneration of the Top Five Highest-Paid Executive Officers of the Company

==> picture [701 x 286] intentionally omitted <==

Note 1: Refers to the provision recognized as pension expense.

(4) Names of Managers Receiving Employee Compensation and Details of the Allocation:

==> picture [478 x 314] intentionally omitted <==

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

March 31, 2025 Unit: NT$ Thousands
Percentage of
Total Amount to
Title Name Stock Cash Total Title Net Income
(Loss) After Tax
(%) (Note 2)
General
LIN, JU-YING
Manager
Deputy General PHACHARAPON
Manager, R&D PHAIBOONSUNTORN
Deputy General
SARAYUTH
Managers,
MUNGCHITVITSAVAKORN Note
Production
Managers - - -%
Finance/ 1
NARISSARRANEE
Accountant
KEATBHOONYARRITH
Supervisor
Electroplating
Plant
WANG CHUN-CHING
General
Manager
----- End of picture text -----

Note 1: The company incurred an operating loss in fiscal year 113, so no employee compensation was allocated.

Note 2: Net income (loss) after tax refers to the net income (loss) attributable to the parent company's shareholders after tax, as reported in the most recent annual consolidated financial statements.

(5) Analysis of the Total Remuneration Paid to the Company’s Directors, General Manager, and Deputy General Managers, as well as the Proportion of Net Income after Tax for the Last Two Fiscal Years, and Explanation of the Remuneration Policy, Standards, and Composition, the Procedure for Setting Remuneration, and its Relationship with Business Performance and Future Risks:
Analysis of the Total Remuneration Paid to the Company’s Directors, General Manager,

and Deputy General Managers, as a Proportion of Net Income After Tax for the Last Two Fiscal Years in the Company and All Subsidiaries in the Consolidated Financial Statements:

Currency: NT$ Thousands

			Currency: NT$ Thousands	Currency: NT$ Thousands
	2023		2024
	The Company	All consolidated companies	The Company	All consolidated companies
Total remuneration of directors	3,210	3,210	3,160	3,160
Proportion of the total compensation of directors to netprofit after tax(%)	-2.03%	-2.03%	-5.29%	-5.29%
Total remuneration of managers	6,748	24,217	6,382	21,095

Proportion of the total compensation of managers to net profit after tax (%)	-4.26%	-15.31%	-10.68%	-35.31%

1. Variance Analysis:

In 2024, the total remuneration for the directors, general manager, and deputy general managers as a proportion of net income (loss) after tax decreased compared to 2023. The main reason for this decline was the operating loss incurred in 2024.

Remuneration Policy, Standards and Composition, Procedure for Setting Remuneration, and Its Relationship with Business Performance and Future Risks
(1) Remuneration Policy, Standards, and Composition：
- A. Directors and Supervisors (The company has established an Audit Committee, so there is no need to set up supervisors)

In accordance with Article 14.4 of the Company's Articles of Association, the Company shall set aside not less than one percent (1%) of its net profit before tax as compensation to

its employees and not more than three percent (3%) of its net profit before tax as compensation to its directors if the Company makes a profit in the year.

B. General Manager and Vice President

The company has established a management remuneration system, which includes various allowances and bonuses to recognize and reward employees for their efforts in the workplace. These bonuses are also distributed based on the company’s annual business performance, financial status, and operational conditions. In addition to fixed bonuses, the company also has a profit-sharing plan, where profit sharing and quarterly performance bonuses are allocated according to the achievement of key performance indicators (KPIs). Furthermore, if the company achieves a profit in a given year, the company’s Articles of Incorporation, Article 14.4, stipulate that no less than 1% of the pre-tax net profit shall be allocated for employee compensation.

The company’s remuneration package, as defined by the "Remuneration Committee Organization Regulations," includes cash compensation, stock options, profit-sharing shares, retirement benefits or severance payments, various allowances, and other forms of substantial incentives. The scope of this remuneration package is consistent with the guidelines for matters to be disclosed in the annual reports of publicly listed companies, specifically concerning the remuneration of directors and executives.

(2) Procedure for Setting Remuneration:

A. The remuneration for directors and executives is determined based on performance evaluation criteria. The Chairman’s performance measurement is primarily based on the company’s annual business performance indicators related to operations, governance, and financial results. The evaluation criteria for the Chairman include four key indicators: pre-tax net profit, credit rating, corporate governance evaluation, and

other related measures.

For board members, their performance is assessed based on the results of the "Board Performance Evaluation Guidelines," which serve as one of the key performance measures. As for the General Manager, the performance evaluation encompasses key areas such as operational safety management, oversight of financial plan execution, revenue management, strengthening internal controls, and ensuring quality assurance—each tied to specific performance objectives.

B. The performance assessment and the reasonableness of the remuneration for directors and executives are evaluated and reviewed by the Remuneration Committee and the Board of Directors. In addition to considering individual performance achievement and contributions to the company, the evaluation also takes into account the company’s overall operational performance, future industry risks, and development trends. The remuneration system is regularly reviewed and adjusted based on actual business conditions and relevant regulations. Furthermore, after considering current trends in corporate governance, reasonable compensation is provided to achieve a balance between the company’s long-term sustainability and effective risk management.

The actual remuneration paid to directors and executives for the year 2024 was reviewed by the Remuneration Committee and then submitted for approval by the Board of Directors.

(3) Relationship with Business Performance and Future Risks:：
A. Review of the Company’s Remuneration Policy and Payment Standards:

The company’s remuneration policy and standards are primarily based on the overall operational status of the company. Payment standards are determined based on performance achievement rates and contributions, aiming to enhance the overall organizational and team effectiveness of the board and management departments. Additionally, the company benchmarks its compensation packages against industry standards to ensure that the remuneration for its management team is competitive, which helps retain top talent.

B. Integration of Performance Goals with Risk Management:

The company’s managerial performance goals are closely tied to "risk management" to ensure that potential risks within their responsibilities are effectively managed and mitigated. The performance evaluation results, based on actual performance, are linked to human resources and remuneration policies. Important decisions made by the company’s management are carefully weighed against various risk factors, and the

performance of these decisions is reflected in the company’s profitability. As a result, the remuneration of the management team is closely tied to both performance and risk control.

C. Remuneration for Directors, General Manager, and Deputy General Managers: The remuneration for directors, the general manager, and deputy general managers, including subsidiaries, includes long-term incentives. These may include restricted stock and employee stock options, which are not fully paid in the same year’s profits. The actual value of these incentives is tied to future stock prices, meaning that executives share in the company’s future operating risks, aligning their interests with the long-term success and performance of the company.

Corporate governance operation status
(1) Board of directors' operational status:
Four meetings were held by the Board of Directors in the year 2024 with their attendance shown as follows (A)

Title	Name	Actual Attendances (B)	By Proxy	Actual Attendance Rate (%) (B/A)	Remarks
Chairman (Convener)	Solar Jewelers Group Corp. Representative: PHACHARAPON PHAIBOONSUNTORN	4	0	100%	(Noet 1)
Director	Orlog Global Co., Ltd. Representative: LIN,CHIU-I	4	0	100%
Director	Hyperion Trading Co., Ltd. Representative: SARAYUTH MUNGCHITVITSAVAKORN	4	0	100%
Director	Unique Global Investment Inc. Representative: LIN,CHIN-SAN	3	1	75%
Independent Director	GUAN, JYH-LIANG	4	0	100%
Independent Director	LEE, TSUNG-PEI	4	0	100%
Independent Director	LIN, CHUNG-CHING	4	0	100%

Title	Name	Actual Attendances (B)	By Proxy	Actual Attendance Rate (%) (B/A)	Remarks
Note 1: The 6thboard of directors serves a term of three years, from May 26, 2023, to May 25, 2026.

2. Other noteworthy matters:

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:

A. 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
2024.02.26 4th Board meeting in 6th Term	1.2023 Annual Business Report, Financial Report, and 2024 Annual Operation Plan Proposal	None
	2.2023 Annual Proposal for Directors' and Employees' Compensation	None
	3.2023 Annual Profit Distribution Proposal	None
	42023 Annual Internal Control Statement Proposal	None
	5.Evaluation of the Independence and Competence of the Company's AuditingCPA(AQIs)Proposal	None
	6.2024 Annual Auditor's Public Fee Audit Proposal for the Company and its Subsidiaries	None
	7.Proposal to Convene the Company's 2024 Annual Shareholders' Meeting	None
	8.Proposal to Address Matters Related to Shareholder Proposals Representing1% or More of Share	None
	9.Regal Holding Co., Ltd. Business Division Structure Chart	None
	10.Proposal to Amend Certain Articles of the Company's 'Audit Committee Organizational Rules	None
	11.Proposal to Amend Certain Articles of the Company's 'Board of Directors MeetingRegulations	None
	12.Proposal to Amend Certain Articles of the Company's 'Shareholders' MeetingRules	None
	13.Proposal to Amend Certain Articles of the 'Company's Articles of	None

Meeting Sessions and Dates	Proposal contents	Independent Directors have expressed opposition or withhold opinions
	Incorporation
	14.Proposal for Regal Jewelry Manufacture Co., Ltd. (RJM), an important subsidiary, to Endorse a Guarantee for its Subsidiary Regal Precious Metal Innovation Co., Ltd. (RPM) with United Overseas Bank(UOB)in Thailand	None
	Independent Director's Opinion: Agree to Approve
	Company's Handling of Independent Director's Opinion: Approved by the Board of Directors
	Board of Directors Resolution Result (2024.02.26): All Attending Directors Agreed to Approve。
May 13, 2024 6th Term, 5th Meeting	1.Proposal for the Company's Q1 2024 Financial Report	None
	2Proposal for the Appointment of the Company's Chief Internal Auditor	None
	3.Organizational Chart of Business Divisions of Regal Holding Co., Ltd.	None
	Independent Director's Opinion: Agree to Approve
	Company's Handling of Independent Director's Opinion: Approved by the Board of Directors
	Board of Directors Resolution Result (2024.02.26): All Attending Directors Agreed to Approve
May 13, 2024 6th Term, 6th Meeting	1.Proposal for the Discussion of the Company's Q2 2024 Financial Results	None
	2.Proposal for the Non-Assurance Services Expected to Be Provided byKPMG Taiwan in 2024	None
	3.Proposal to Cancel the Original Endorsement and Guarantee by Key Subsidiary Regal Jewelry Manufacture Co., Ltd. (RJM) for Sub-subsidiary Regal Precious Metal Innovation Co., Ltd. (RPM) with United Overseas Bank(UOB)in Thailand	None
	4.Proposal to Update the Endorsement and Guarantee by Key Subsidiary Regal Jewelry Manufacture Co., Ltd. (RJM) for Sub-subsidiary Regal Precious Metal Innovation Co., Ltd. (RPM) with United Overseas Bank(UOB)in Thailand	None
	5.Proposal for Key Subsidiary Regal Jewelry Manufacture Co., Ltd. (RJM) to Endorse a Guarantee for Sub-subsidiary Regal Precious Metal Innovation Co., Ltd. (RPM) with Bangkok Bank (BBL) in Thailand	None
	6.Phase II Solar Panel Installation Project of Key Subsidiary Regal JewelryManufacture Co.,Ltd.(RJM)	None

Meeting Sessions and Dates	Proposal contents	Independent Directors have expressed opposition or withhold opinions
	Independent Director's Opinion: Agree to Approve
	Company's Handling of Independent Director's Opinion: Approved by the Board of Directors
	Board of Directors Resolution Result (2024.02.26): All Attending Directors Agreed to Approve
May 13, 2024 6th Term, 7th Meeting	1. Proposal for the Discussion of the Company's Q3 2024 Financial Results	None
	2. Proposal for the Company's 2025 Audit Plan	None
	3. Proposal to Amend Certain Articles of the Company's 'Internal Audit Implementation Rules'	None
	4. Proposal to Amend Certain Articles of the Company's 'Corporate Governance Best Practice Principles	None
	5. Proposal to Amend Certain Articles of the Company's 'Accounting Professional Judgment Procedures, Accounting Policies,and Estimation Changes Process'	None
	6. Proposal to Establish the Company's 'Sustainability Information Management Procedures	None
	7. Proposal for the Company's Directors' and Managers' Compensation	None
	Independent Director's Opinion: Agree to Approve
	Company's Handling of Independent Director's Opinion: Approved by the Board of Directors
	Board of Directors Resolution Result (2024.02.26): All Attending Directors Agreed to Approve
May 13, 2024 6th Term, 8th Meeting	1.2024 Annual Business Report, Financial Report, and 2025 Annual Operation Plan Proposal	None
	2.2024 Annual Proposal for Directors' and Employees' Compensation	None
	3.2024 Annual Profit Distribution Proposal	None
	4.2024 Annual Internal Control Statement Proposal	None
	5.Proposal for the Evaluation of the Independence and Competence of the Company's AuditingCPA(AQIs)	None
	6.Proposal for the Change of the Financial Statement Auditing CPA Startingfrom the 2025 Fiscal Year.	None
	7.Proposal for the 2025 Annual Auditor's Public Fee Audit for the Companyand its Subsidiaries.	None
	8.Proposal for the Non-Assurance Services Expected to Be	None

Meeting Sessions and Dates	Proposal contents	Independent Directors have expressed opposition or withhold opinions
	Provided by KPMG Taiwan in 2025.
	9.Proposal to Amend Certain Articles of the 'Company's Articles of Incorporation.	None
	10.Proposal to Merge the 'Risk Management Committee' into the 'Sustainability Development Committee' and Rename it the 'Sustainability Development and Risk Management Committee.	None
	11.Proposal to Convene the Company's 2025 Annual Shareholders' Meeting.	None
	12.Proposal to Address Matters Related to Shareholder Proposals Representing1% or More of Shares.	None
	13.Proposal for the Appointment of the Company's Chief Internal Auditor.	None
	Independent Director's Opinion: Agree to Approve
	Company's Handling of Independent Director's Opinion: Approved bythe Board of Directors
	Board of Directors Resolution Result (2024.02.26): All Attending Directors Agreed to Approve。

B. Other Board Resolutions with Independent Director's Objections or Reservations, with Records or Written Statements: None
Execution of Board Members' Abstention from Interest-Related Proposals: The names of the directors, proposal content, reasons for abstention, and participation in voting: None

Board Self-Evaluation or Peer Evaluation Execution Status: The Company established the 'Board Performance Evaluation Guidelines' at the 3rd Meeting of the 4th Term Board of Directors on November 13, 2019. The guidelines were amended at the 2nd Meeting of the 5th Term Board of Directors on August 13, 2020. According to the regulations, internal evaluations should be conducted at the end of each year. The Company conducts at least one performance evaluation per year for the Board of Directors, individual directors, and each functional committee. The evaluation results are shown in the table below and will be reported to the Board of Directors on February 27, 2025.

Evaluation Period	Evaluation Time	Scope of Evaluation	Evaluation Method	Evaluation Content	Evaluation Results / Improvement Measures
once a year	From January 1, 2024 to December 31, 2024	Board of Directors	Internal self-evaluation	Seven major aspects: 1. Degree of participation in operation of the Company 2. Improve the quality of Board decisions 3. Composition and structure of the Board of Directors 4. Election of directors and continuing education 5. Internal control 6. Focus on sustainable management (ESG) 7. Otherprojects	Evaluation Results: The average score is 99.63 points (out of 100). Improvement Measures: The overall performance evaluation of the Board of Directors is excellent, and it has effectively fulfilled its duties
once a year	From January 1, 2024 to December 31,	Members of the Board of Directors	Internal self-evaluation	Seven major aspects: 1. Degree of understanding of the Company's goals and	Evaluation Results: The average score is 99.79 points

Evaluation Period	Evaluation Time	Scope of Evaluation	Evaluation Method	Evaluation Content	Evaluation Results / Improvement Measures
	2024			tasks 2. Awareness of directors' responsibilities 3. Degree of participation in Company's operations 4. Internal relationship management and communication 5. Profession of directors and continuing education 6. Internal control 7.Focus on sustainable management (ESG)	(out of 100). Improvement Measures: The overall performance evaluation of the board members is excellent, and they have effectively fulfilled their duties.
once a year	From January 1, 2024 to December 31, 2024	Audit Committee	Internal self-evaluation	Five major aspects: 1. Degree of participation in the Company's operation 2. Awareness of the responsibilities of functional committee 3. Enhancement of decision quality of functional committee 4. Composition of	Evaluation Results: The average score is 100 points (out of 100). Improvement Measures: The overall performance evaluation of the Audit Committee is excellent, and it has effectively fulfilled its duties.

Evaluation Period	Evaluation Time	Scope of Evaluation	Evaluation Method	Evaluation Content	Evaluation Results / Improvement Measures
				functional committee and selection of its members 5. Internal control
once a year	From January 1, 2024 to December 31, 2024	Remuneration Committee	Internal self-evaluation	Five major aspects: 1. Degree of participation in the Company's operation 2. Awareness of the responsibilities of functional committee 3. Enhancement of decision quality of functional committee 4. Composition of functional committee and selection of its members 5. Internal control	Evaluation Results: The average score is 100 points (out of 100). Improvement Measures: The overall performance evaluation of the Compensation Committee is excellent, and it has effectively fulfilled its duties.
once a year	From January 1, 2024 to December 31, 2024	Sustainable Development Committee	Internal self-evaluation	Six major aspects: 1. Degree of participation in the Company's operation 2. Awareness of the responsibilities of functional committee 3. Enhancement of decision	Evaluation Results: The average score is 100 points (out of 100). Improvement Measures: The overall performance evaluation of the Sustainability Development Committee is

Evaluation Period	Evaluation Time	Scope of Evaluation	Evaluation Method	Evaluation Content	Evaluation Results / Improvement Measures
				quality of functional committee 4. Composition of functional committee and selection of its members 5. Internal control 6.Overall rating	excellent, and it has effectively fulfilled its duties.
once a year	From January 1, 2024 to December 31, 2024	Risk Management Committee	Internal self-evaluation	Six major aspects: 1. Degree of participation in the Company's operation 2. Awareness of the responsibilities of functional committee 3. Enhancement of decision quality of functional committee 4. Composition of functional committee and selection of its members 5. Internal control 6.Overall rating	Evaluation Result: The average score is 93.93out of 100. Improvement Measures: Professional lecturers are hired to provide training courses for risk committee members to strengthen the functions of the risk committee and introduce sustainable development of the enterprise. The overall performance evaluation result of the risk committee is excellent and it can

Evaluation Period	Evaluation Time	Scope of Evaluation	Evaluation Method	Evaluation Content	Evaluation Results / Improvement Measures
					properly perform its functions.

Goals for Strengthening the Board's Functions in the Current and Recent Years (e.g., establishing an Audit Committee, enhancing information transparency, etc.) and Evaluation of Implementation Status:
(1) The company, in addition to providing relevant regulations to the directors, will report on the company's financial and business status at each quarterly board meeting for the directors' awareness.
(2) The company provides information on various continuing education courses to the directors and encourages them to actively participate in corporate governance courses to enhance the board members' capabilities.
(3) The company arranges ESG-related continuing education courses, focusing on sustainability development and risk management topics. Professional instructors are specifically hired to strengthen the board members' sustainable governance capabilities.
(4) The company purchases liability insurance for its directors annually, with coverage for all directors and key personnel. The insurer is American International Group (AIG) Singapore, and the coverage amount is 3 million USD.

(2) Audit Committee Operations:

In accordance with the Securities and Exchange Act of the Republic of China and related administrative orders, the Audit Committee must be composed entirely of independent directors, with no fewer than three members. Regal Holding's Audit Committee is fully compliant with the requirements of the aforementioned regulations.

The Audit Committee aims to assist the Board of Directors in overseeing the company's execution of accounting, auditing, financial reporting processes, and the quality and integrity of financial controls. The professional qualifications and experience of the members are as follows:

2025 年 2 月 28 日

Title	Name	Professional & Experience	Independence situation	Number of being Independent Directors of other Public Audit Committee
Independent Director/ The Audit Committee Member (convener)	GUAN, JYH-LIANG	 Education Experience - Ph.D., Business Administration, National Chengchi University  Expertise - Strategic management, business models, international business management  Main Working - Associate Professor, Department of Applied Economics and Management, National Yilan University  Think Tank, Center of Brand Innovation Acceleration Service, General Chamber of Commerce of the Republic of China  Internationalization Consultant of Franchising Service Industry, Taiwan External Trade Development Council  Member of Quality Assessment of Transnational Manpower Agency Services, Ministry of Labor, Executive Yuan  Concurrent positions in the Company and other companies -  Independent director of Donpon Precision Inc.  Independent director of LinkCom Manufacturing Co., Ltd.  Independent director of SUN MAX TECH LIMITED	Compliant with the independence criteria under the Securities and Exchange Act (Note 1)	3
Independent Director/ The Audit Committee Member	LEE, TSUNG-PEI	 Education Experience - Ph. D., Economics, National Chengchi University  Expertise - Economy  Main Working - International and Resource Development CEO, Fu Jen Catholic University  Associate dean of College of Management, Fu Jen Catholic University  Associate Professor, Department of Finance and International Business, Fu Jen Catholic University		2

		 Associate Professor of Ph.D. Program in Business Administration, School of Management, Fu Jen Catholic University  Resident Committee of the Affiliated Hospital of Fu Jen Catholic University  Concurrent positions in the Company and other companies -  Independent director of Powertech industrial Co., Ltd.  Independent director of Ibase Solution Co.,Ltd.
Independent Director/ The Audit Committee Member	LIN, CHUNG-CHING	 Master of Eminent Public Administrator, College of Social Sciences, National Chengchi University, Passed the general examination and college entrance examination in financial business  Expertise - Finance and Economics  Main Working –  Audit, Specialist, Audit and Inspection Team Section Chief, Financial Bureau of the Ministry of Finance  Special member and deputy leader of the Agricultural Finance Bureau of the Committee of Agriculture  Concurrent positions in the Company and other companies -  Currently not holding positions in other companies.		0
Note 1:The Company’s independent directors have met the following independence criteria in accordance with the Securities and Exchange Act: (1) Not an employee of the company or any of its affiliates. (2) Not a director or supervisor of the company or any of its affiliates. 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. (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 of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings. (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs. (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent. (6) If a majority of the company's director seats or voting shares and those of any other company are controlled by the same person: not 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) If 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: not 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. 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, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company. (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)Not havinga marital relationship,or a relative within the second degree of kinshipto anyother director of the Company.

(11) Not been a person of any conditions defined in Article 30 of the Company Law.

(12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

The Audit Committee held 4 meetings in 2024. The key work items discussed during these meetings include::
- (1) Supervising and auditing the appropriate presentation of the company's financial statements.
- (2) Overseeing and evaluating the effective implementation of the internal control system.
- (3) Monitoring the company's compliance with legal regulations.
- (4) Auditing transactions involving the acquisition or disposal of assets, significant financial loans, endorsements or guarantees for others, major related party transactions and matters where directors should abstain from voting due to conflicts of interest.
- (5) Raising, issuing, or privately placing equity-related securities.
- (6) Raising, issuing, or privately placing equity-related securities.
- (7) Appointment, dismissal, or remuneration of the auditing CPA.
- (8) Appointment or dismissal of financial, accounting, or internal audit officers.
The Audit Committee held X meetings in 2024. (A) The qualifications and attendance of the Audit members are shown as follows:

Title	Name	Actual Attendances (B)	Actual Attendance Rate (%) (B/A)	Remarks
Independent Director/ The Audit Committee Member (convener)	GUAN, JYH-LIANG	4	100%	(Note 1)
Independent Director/ The Audit Committee Member	LEE, TSUNG-PEI	4	100%
Independent Director/ The Audit Committee Member	LIN, CHUNG-CHING	4	100%

Note 1: The 5[th] Audit Committee serves a term of three years, from May 26, 2023, to May 25, 2026.

4.Other noteworthy matters:

State The Audit Committee Meeting’s date, session, proposal contents, all Committee member’ opinions and the Company’s actions in response to the opinions if any of the following ccurred：

A. Matters specified in Article 14.5 of Taiwan’s Securities and Exchange Act:

Meeting Sessions and Dates	Proposal contents and follow-up	Resolutions which was not approved by the Audit Committee but was approved by two thirds or more of all directors
February 26, 2024 5th Term 4th Meeting	1.Proposal for the 2023 Annual Business Report, Financial Statements,and 2024 Business Plan	None
	2.Proposal for the 2023 Earnings Distribution	None
	3. Proposal for the 2023 Internal Control System Statement	None
	4. Proposal for the Evaluation of the Independence and Competence of the SigningCPA(AQIs)	None
	5. Proposal for the 2024 Auditor's Public Fee Audit for the Companyand its Subsidiaries	None
	6. Proposal to Amend Certain Articles of the Company's "Audit Committee Charter"	None
	7. Proposal to Amend Certain Articles of the Company's "Rules of Procedure for Board Meetings"	None
	8. Proposal to Amend Certain Articles of the Company's "Rules of Procedure for Shareholders’ Meetings"	None
	9. Proposal to Amend Certain Articles of the "Articles of Incorporation"	None
	10. Proposal for Key Subsidiary Regal Jewelry Manufacture Co., Ltd. (RJM) to Endorse a Guarantee for Sub-subsidiary Regal Precious Metal Innovation Co., Ltd. (RPM) with United Overseas Bank(UOB),Thailand	None
	Audit Committee Resolution (February 26, 2024): All attending committee members approved theproposals.
	Company’s Response to the Audit Committee’s Opinion: Approved by the Board of

Meeting Sessions and Dates	Proposal contents and follow-up	Resolutions which was not approved by the Audit Committee but was approved by two thirds or more of all directors
	Directors.
February 26, 2024 5th Term, 5th Meeting	1.Proposal for the Company’s Q1 2024 Financial Report	None
	2.Proposal for the Appointment of the Company's Chief Internal Auditor	None
	Audit Committee Resolution (May 13, 2024): All attending committee members approved theproposals
	Company’s Response to the Audit Committee’s Opinion: Approved by the Board of Directors.
February 26, 2024 5th Term, 6th Meeting	1.Proposal for the Discussion of the Company's Q2 2024 Financial Results	None
	2.Proposal for the Non-Assurance Services Expected to Be Provided byKPMG Taiwan in 2024	None
	3.Proposal to Cancel the Original Endorsement and Guarantee by Key Subsidiary Regal Jewelry Manufacture Co., Ltd. (RJM) to United Overseas Bank (UOB), Thailand, on Behalf of Sub-subsidiaryRegal Precious Metal Innovation Co.,Ltd.(RPM)	None
	4.Proposal to Update the Endorsement and Guarantee by Key SubsidiaryRJM to UOB for Sub-subsidiaryRPM	None
	5.Proposal for Key Subsidiary RJM to Provide an Endorsement and Guarantee to Bangkok Bank (BBL), Thailand, for Sub-subsidiary RPM	None
	6.Phase II Solar Panel Installation Project by Key Subsidiary Regal JewelryManufacture Co.,Ltd.(RJM)	None
	Audit Committee Resolution (August 23, 2024): All attending committee members approved theproposals.
	Company’s Response to the Audit Committee’s Opinion: Approved by the Board of Directors.
February 26, 2024 5th Term, 7thMeeting	1. Proposal for the Discussion of the Company's Q3 2024 Financial Results	None
	2. Proposal for the Company’s 2025 Audit Plan	None
	3. Proposal to Amend Certain Articles of the “Internal Audit Implementation Rules”	None
	4. Proposal to Amend Certain Articles of the “Corporate Governance Best Practice Principles”	None

Meeting Sessions and Dates	Proposal contents and follow-up	Resolutions which was not approved by the Audit Committee but was approved by two thirds or more of all directors
	5. Proposal to Amend Certain Articles of the “Accounting Professional Judgment Procedures and the Process for Changes in AccountingPolicies and Estimates”	None
	6. Proposal to Establish the Company’s “Sustainability Information Management Procedures”	None
	Audit Committee Resolution (November 14, 2024): All attending committee members approved theproposals.
	Company’s Response to the Audit Committee’s Opinion: Approved by the Board of Directors.
February 26, 2024 5th Term, 8thMeeting	1. Proposal for the 2024 Business Report, Financial Statements, and 2025 Business Plan
	2. Proposal for 2024 Earnings Distribution
	3. Proposal for the 2024 Internal Control System Statement
	4. Proposal for Evaluation of the Independence and Competence of the Signing CPA Based on AuditQualityIndicators(AQIs)
	5. Proposal for the Change of Signing CPA for Financial Statement Audits Starting in 2025
	6. Proposal for Audit Fees for the Company and Its Subsidiaries in 2025
	7. Proposal for Non-Assurance Services Expected to Be Provided by KPMG Taiwan in 2025
	8. Proposal to Amend Certain Provisions of the Articles of Incorporation
	9. Proposal for the Appointment of the Company’s Chief Internal Auditor。
	Audit Committee Resolution (February 27, 2025): All attending committee members approved theproposals.
	Company’s Response to the Audit Committee’s Opinion: Approved by the Board of Directors.

B. Execution Status of Recusal by Independent Directors in Conflict-of-Interest Proposals:
The names of the independent directors, the proposal content, reasons for recusal, and voting participation are to be disclosed.

There were no such instances.

C. Communication Between Independent Directors and the Chief Internal Auditor and External Auditors:

At least once annually, the independent directors hold exclusive meetings with the external auditors and the chief internal auditor to discuss the results of internal audits and the auditors’ external audit opinions. These sessions also serve as a platform to communicate any deficiencies identified during the audit process, enabling independent directors to gain a comprehensive understanding of current regulations and audit execution directions.

To ensure independent directors remain informed about operational risks and improvement measures in a timely manner, the Company has established an internal control system in line with the “Regulations Governing Establishment of Internal Control Systems by Public Companies.” Relevant management measures have also been implemented to reasonably ensure the effectiveness of internal controls.

Furthermore, the Company has established an audit unit under the Board of Directors, which operates in accordance with audit plans formulated based on the requirements of competent authorities.

The internal audit supervisor regularly reports to the audit committee on the annual internal audit plan, the professional training plan for audit personnel, and provides periodic updates on the implementation of internal audit operations.

The accountant participates in the audit committee at least once a year to report the annual audit results.

In the event of significant anomalies, if the independent directors, audit supervisor, and accountant deem it necessary to communicate independently, meetings can be convened at any time on an ad-hoc basis.。

The communication between the independent directors, internal audit supervisor, and certified public accountant is good. The main topics of communication include:

Date	Meeting	Object	Issues to communicate	Results
2024.02.26	The Audit Committee	Audit Supervisor	1. Reporting on the internal audit report. 2. Discussing the 2023 annual internal control statement.	No objections.
		Accountant	Discussing the audit results of the fourth-quarter 2023 financial report.	No objections.
2024.05.13	The Audit Committee	Agent Audit	Reporting on the internal audit report.	No objections.
		Accountant	Discussing the review results of the first-quarter	No objections.

Date	Meeting	Object	Issues to communicate	Results
			2024 financial report.
2024.08.23	The Audit Committee	Agent Audit	Reporting on the internal audit report.	No objections.
		Accountant	Discussing the audit results of the second-quarter 2024 financial report.	No objections.
2024.11.14	The Audit Committee	Agent Audit	Reporting on the internal audit report.	No objections.
		Accountant	Discussing the review results of the third-quarter 2024 financial report.	No objections.
2025.02.27	The Audit Committee	Agent Audit	1.Reporting on the internal audit report. 2.Discussing the 2024 annual internal control statement.	No objections.
		Accountant	Discussing the audit results of the fourth-quarter 2024 financial report.	No objections.

(3) Corporate Governance Practices and Differences from the Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies, and Reasons for Such Differences:

Items	Implementation Status	Implementation Status	Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
1. Does the Company set and disclose corporate governance code of practice according to corporate governance practice principles for TWSE/GTSM-Listed companies?			1. The Company has set "Code of Corporate Governance Practices", and the relevant provisions were subsequently amended 7 times to comply with the international trends of corporate governance and the government laws. The Company has also disclosed the latest version of the code on the Market Observation Post System and the Company's official website for public inspection.	No major differences
2. Equity structure and shareholder rights	 		(1)The Company has set Spokesman and Deputy Spokesman as a communicate channel to represent the Company. 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 shareholders’ proposal and disputes. (2)The Company has a list of major shareholders and who ultimately controls them provided by the share transfer agency	No major differences No major differences
(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?

Items			Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
(2) Has the Company built and executed a risk management system and “firewall” between the Company and its affiliates?	 		(3)The Company and its affiliates have independent businesses and finances. The Company has also set up the "Rules for Financial and Business Operations between Related Parties", and the relevant provisions have also been amended a number of times to meet the latest requirements. The Company implements the risk assessment process accordingly to establish appropriate firewalls in dealings with its affiliates. (4)The Company has established the "Regulations for the Prevention of Insider Trading," which have been approved by the Board of Directors. In addition to explicitly prohibiting insiders from trading securities using undisclosed market information, the regulations also stipulate that insiders are not allowed to trade the Company’s stock during the closed periods—30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of each quarterly financial report. Implementation Status in 2024:: (1) Between September and October 2024, the Company conducted internal educational sessions on “Prevention of Insider Trading.” A total of 5 participants attended the sessions, which lasted 2 hours and 45 minutes. The content covered the elements constituting insider trading, relevant regulations, the definition of material internal information, and penalties for violations. The sessions also featured an educational video produced by the Taiwan Stock Exchange on the prevention of insider trading,aimingto enhance the	No major differences No major differences
(4)Has the Company established internal rules prohibiting insider trading on undisclosed information?

Items			Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
			understanding of directors, managerial officers, and employees, and to help them avoid legal infractions. (2) In January 2024, the Company notified its directors via email about the upcoming Board of Directors meeting scheduled for February 2024, as well as the closed period prior to the announcement of the 2023 annual financial report, in order to prevent any unintentional violations of the relevant regulations by the directors. (3) In May 2024, the Company notified its directors via email regarding the upcoming Board of Directors meeting to be held in May 2024, as well as the closed period prior to the announcement of the first-quarter 2024 financial report, to prevent any unintentional violations of the relevant regulations by the directors. (4) In August 2024, the Company notified its directors via email about the upcoming Board of Directors meeting scheduled for August 2024, as well as the closed period prior to the announcement of the second-quarter 2024 financial report, to prevent any unintentional violations of the relevant regulations by the directors。 In October 2024, the Company notified its directors via email regarding the upcoming Board of Directors meeting to be held in November 2024, as well as the closed period prior to the announcement of the third-quarter 2024 financial report,to

Items			Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
			prevent any unintentional violations of the relevant regulations bythe directors.
3、Composition and Responsibilities of the Board of Directors
(1) Has the Board of Directors formulated a diversity policy for the composition of it, specific management objectives and implemented them accordingly?			(1) According to the Company's "Corporate Governance Best-Practice Principles," in addition to explicitly stating that the composition of the Board of Directors should consider diversity, it is also stipulated that directors who concurrently serve as executives of the Company should not exceed one-third of the total board seats. The Company has established various diversity policies based on its operations, business model, and development needs, which include but are not limited to the following two major aspects: A. Basic conditions and values: such as gender and age. B. Professional knowledge and skills: including professional background, expertise, and industry experience, to ensure the diversity and independence of the board members. 1.Implementation Status: The Company has established a "Director Election Process" system, adopting a "candidate nomination system." All director candidates undergo nomination and qualification review, and after approval by the Board of Directors, the candidates are submitted for election at the shareholders' meeting. On May 26, 2023, the Company held the Annual General Meeting of Shareholders, where the followingindividuals were elected as directors for	No major differences

Items			Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
			the sixth term of the Company, with a term of three years (from May 26, 2023, to May 25, 2026): Mr. Phacharapon Phaiboonsuntorn, Mr. Sarayuth Mungchitvitsavakorn, Ms. Lin Wan-Yi, Mr. Lin Qing-Shan, Mr. Guan Zhi-Liang, Mr. Li Zong-Pei, and Mr. Lin Chong-Jing. Mr. Phacharapon Phaiboonsuntorn, who continues to serve as the Chairman of the Board, specializes in production and research and development technologies. Mr. Sarayuth Mungchitvitsavakorn, a director, has 30 years of experience in jewelry manufacturing. Ms. Lin Wan-Yi, a female director, is a professional with over 20 years of experience in jewelry marketing and business development. Mr. Lin Qing-Shan, another director, also has over 10 years of experience in business development and production management within the jewelry industry. Mr. Guan Zhi-Liang, who continues as an independent director, has taught at the Department of Applied Economics and Management at National Ilan University for many years, specializing in international business management and corporate diagnostics. Mr. Li Zong-Pei, an independent director, has extensive teaching experience at Fu Jen Catholic University in the Department of Finance and International Business, specializing in financial economics and

Items	Implementation Status	Implementation Status	Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
			finance. The newly appointed independent director, Mr. Lin Chong-Jing, holds a Master's degree in Financial and Economic Management from the Graduate Institute of Management at National Chengchi University. He has held positions at the Ministry of Finance, including roles as an auditor, specialist, and section chief in the Financial Bureau, as well as a specialist and deputy head at the Agricultural Finance Bureau of the Council of Agriculture. He brings a wealth of experience in financial accounting and audit controls, injecting fresh perspectives into the Company's Board of Directors. 2.Goals and Implementation Status:: The current proportion of employee directors in our company is 29%. Among the directors, three are aged between 61 and 70, two are between 51 and 60, and two are between 41 and 50. The specific management objective of the company's diversity policy is to focus on gender equality among board members, with a target of at least one female director. Currently, the proportion of female directors is 14%, thus the target has been achieved.。
(2) Other than the Remuneration Committee and the Audit Committee which are required by			(3) In 2015, the company established a Compensation Committee and an Audit Committee in accordance with the law. Additionally, in May 2023, to implement the concept of corporate sustainable	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
law, does the Company plan to set up other Board committees?			development and manage the economic, environmental, and social risks and impacts of the group's subsidiaries, while fully disclosing material and reliable sustainability-related information to enhance transparency, the company formulated the "Sustainable Development Committee Organization Regulations" and established the Sustainable Development Committee. This committee serves as a guide for promoting sustainable development and engaging in ESG activities. Furthermore, to strengthen and enhance the risk management function and supervise the related operational mechanisms, the company also established a "Risk Management Committee" in accordance with the "Risk Management Practices Code" and the "Risk Management Practices Code for Listed Companies." The committee aims to properly manage risks across various aspects of the group's subsidiaries, including operations, finance, procurement, human resource management, environmental safety, and information security. To streamline the procedures and structure of the company's functional committees, the Board of Directors passed a resolution on February 27, 2025, to merge the "Risk Management Committee" with the "Sustainable Development Committee," renaming it the "Sustainable Development and Risk Management Committee." This move aims to improve the company's governance structure

Items	Implementation Status	Implementation Status	Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
			regarding sustainable development and risk management, and through systematic management, ensure the group's commitment to sustainable development issues, responding effectively to the growing global emphasis on sustainability.
(3) Has the Company formulated a performance evaluation method for the Board of Directors and conducts performance evaluation on an annual and regular basis, and reported results of the performance evaluation to the Board of Directors as a reference for individual director's remuneration and nomination for reappointment ?			On November 13, 2019, the company's fourth Board of Directors at its third meeting approved the establishment of the "Board Performance Evaluation Measures." Subsequently, on August 13, 2020, the fifth Board of Directors at its second meeting approved amendments to certain provisions. These measures stipulate that the Board of Directors must conduct at least one performance evaluation annually for the Board itself, individual directors, and each functional committee. Internal evaluations are to be conducted at the end of each fiscal year in accordance with the "Board Performance Evaluation Measures." Performance in 2024: The evaluation period for the Board of Directors, individual directors, the Audit Committee, the Compensation Committee, the Sustainable Development Committee, and the Risk Management Committee was from January 1, 2024, to December 31, 2024. Overall scores ranged from 99.63 to 100, reflecting excellent performance. The related evaluation results were reported to the Board of Directors on February 27,	No major differences

Items			Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
			2025. (4)Before the Board of Directors resolves to appoint an external auditor, the company first reviews the auditor’s independence. In addition to requiring the auditor to provide a declaration of independence (Note 1), the company ensures that the auditor has no financial interests or business relationships with the company beyond audit and non-audit fees. The auditor must also meet the requirements of holding no company shares, not serving concurrently in any position within the company, and not receiving fixed remuneration. Furthermore, the auditor must not have failed to rotate for seven consecutive years or have experienced any circumstances that could compromise their independence. The evaluation results are then submitted to the Board of Directors for resolution. The Audit Committee is entrusted with the responsibility of supervising the independence of the auditing firm to ensure the fairness of the financial statements. Generally, except for tax-related services or specially approved items, the auditing firm is prohibited from providing other	No major differences
(4) Does the Company regularly evaluate the independenc e of the CPA?

Items	Implementation Status	Implementation Status	Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
			services to the company. All services provided by the auditing firm must be approved by the Audit Committee to ensure the firm's continued independence and competence. (1)The Audit Committee, with reference to Article 47 of the Certified Public Accountant Act and the provisions of Statement No. 10 of the Code of Professional Ethics for Certified Public Accountants, titled "Integrity, Objectivity, and Independence," formulated an Independence Assessment Form (Note 2). Additionally, drawing on the Audit Quality Indicators (AQIs) (Note 3), the committee evaluates the independence and competence of the external auditors based on five major aspects—professionalism, quality control, independence, supervision, and innovation—through 13 specific indicators. These evaluation measures were reviewed and approved at the company's fifth Audit Committee’s eighth meeting and the sixth Board of Directors’ eighth meeting, both held on February 27, 2025. (2)Based on the above evaluation results, CPAs Chun-Yi Chang and Min-Ju Chao of KPMG Taiwan meet the standards for independence and competence and are deemed qualified to serve as the company's financial and tax attestation auditors.。
4. Does the company have an adequate number of corporate governance personnel with appropriate qualifications based on			On November 14, 2022, the company’s fifth Board of Directors at its sixteenth meeting resolved to appoint Mr. Wen-Hsiung Lee, Head of Stock Affairs, as the Corporate Governance Officer. Mr. Lee has more than three years of experience in supervising stock affairs or	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
the size of the company, business situations and management needs, and to appoint a Corporate Governance Officer to be in charge of corporate governance affairs (including but not limited to providing Board directors and supervisors with information necessary for the execution of their business, assisting Board directors and supervisors in complying with regulations, handling matters related to the Board Meetings/Shareholder s' Meetings in accordance with regulations, and preparing meeting minutes of the Board Meetings/Shareholder s' Meetings)?			meeting-related functions at publicly listed companies and possesses the qualifications and experience relevant to corporate governance. The main responsibilities of the Corporate Governance Officer include handling matters related to Board of Directors and Shareholders' Meetings in accordance with the law, preparing minutes for these meetings, assisting directors with onboarding and continuing education, providing directors with information necessary for business execution, and supporting directors in complying with applicable laws and regulations. In addition, the Corporate Governance Officer assists in safeguarding shareholders’ rights and strengthening the functions of the Board of Directors. From January 1, 2024, to December 31, 2024, Mr. Wen-Hsiung Lee, the Corporate Governance Officer, completed a total of 15 hours of continuing education. The details of the courses attended are as follows:  Chinese Society for Corporate Sustainability: "Building Knowledge for a New Carbon Era" Seminar (3 hours)  Taiwan Investor Relations Institute (TIRI): "Risk Management" (3 hours)  Securities and Futures Institute: "2024 Insider Trading Prevention Seminar" (3 hours)  Taiwan Investor Relations Institute (TIRI): "Four Essential Strategies for Facing Shareholder

Items	Implementation Status	Implementation Status	Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
	Yes	No	Description
			Activism" (3 hours)  Taiwan Investor Relations Institute (TIRI): "Practical Analysis of the 2024 New Corporate Governance and Board Performance Evaluation Standards" (3 hours)
5. .Has the Company established communication channels with stakeholders (including but not limited to shareholders, employees, customers and suppliers, etc.), set up a special section for stakeholders on the Company's website, and appropriately responded to important CSR issues of concern to stakeholders?			In addition to establishing communication channels with stakeholders such as shareholders, employees, customers, and suppliers through shareholders’ meetings, investor conferences, project meetings, grievance mechanisms, and investor hotlines, the company has also set up dedicated "Stakeholder" and "Investor Relations" sections on its official website. These sections are managed and maintained by designated personnel to ensure the timely and accurate disclosure of financial, business, and corporate governance information, thereby providing shareholders and stakeholders with valuable references and appropriately addressing key corporate social responsibility issues of concern to them. The company’s communication activities with stakeholders for the year 2024 were reported to the Board of Directors on November 14, 2024, and were subsequently disclosed on the company's website and included in the company’s annual report for stakeholders’ reference.	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
6. Has the company appointed a professional stock affairs agency for shareholders affairs?			The Company authorized "SinoPac Securities Co., Ltd." as the stock service agency to handle shareholder transactions and affairs of shareholders meetings.	No major differences
7. Disclosure of information			(1)The Company has placed finance, business, and corporate governance information on the Company’s official website as well as on the MOPS. Moreover, after the investors’ conferences, the link of complete conferences’ videos will be uploaded on the same day for the reference.	No major differences
(1) Does the Company set up website to disclose financial operations and corporate governance information?
(2) Has the company adopted other methods of information disclosure (such as setting up an English website, appointing dedicated personnel responsible for collecting and disclosing company information, implementing a spokesperson system, posting the proceedings of investor conferences on the company			(2)Besides Chinese version website, the Company has also established the English version website and designated dedicated personnel responsible for the collection and disclosure of information related to Company’s finance, business and corporate governance. The Company also fulfilled the implementation of the spokesman system to strengthen the timeliness and quality of information disclosure.	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
website,etc.)?
(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 quarter as well as its operating status for each month before the specified deadline?			(3) The company’s annual and quarterly financial reports for 2024 were all filed within the deadlines prescribed by the regulatory authorities: (1) The financial report for the first quarter of 2024 was filed by May 13, 2024. (2) The financial report for the second quarter of 2024 was filed by August 23, 2024. (3) The financial report for the third quarter of 2024 was filed by November 14, 2024. (4) The annual financial report for 2024 was filed by March 11, 2025. In addition, the company’s monthly operating results were also filed in compliance with regulatory deadlines, with the report for each preceding month submitted by the 10th of the following month.	No major differences
8. 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,	  		(1)Interests and rights of employees: The Company’s employee rights and benefits are set forth in the employee handbook and the Company's welfare policy in accordance with the law, and specified the rights, duties, and benefits of employees to defend the rights of them. (2)Care for employees: In addition to following the local laws and regulations, the Company has also host diner parties and recreation activities to adjust employees' mind and body. (3)Rights of relations with investors, with suppliers, with interested parties: The Company’s communication	No major differences No major differences No major differences

		Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
Yes	No	Description
 		with investors, suppliers, and other interested parties are smooth and the deserved legal rights and interests to each party are well-maintained. (4)Continuing education of directors and supervisors: All the directors of the Company regularly attend curriculums related to corporate governance to strengthen their functions and responsibilities. And the Company needs no supervisors. (5)Execution of risk management policies and risk measuring standards: The Company has established the "Code of Practice for Risk Management" and related management methods. The management team is composed of senior executives who identify, measure, analyze and propose strategies and management plans for various types of risks in accordance with the relevant methods, in order to reduce or prevent various possible risks. In addition, to strengthen the overall risk management effectiveness of the Group, the Company established the "Risk Management Committee" which belongs to functional committee level in 2023 to serve as the highest guideline for the Group's risk management affairs.	No major differences No major differences

 		(六)Execution of customer policies: The Company has designated dedicated department for the inquiry and appeal of clients. (七)Liability insurance for the Company’s directors and	No major differences No major

	Items			Implementation Status	Difference from Corporate Governance Practice Principles for TWSE/GTSM Listed Companies and reasons
		Yes	No	Description
				supervisors: The Company insures liability insurance for the directors and supervisors every year to enhance risk management and protect shareholders' rights.	differences

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Difference
Implementation Status
from
Corporate
Governance
Practice
Items
Principles for
Yes No Description
TWSE/GTSM
Listed
Companies
and reasons
9. Please explain the improvements made based on the most recent Corporate Governance Evaluation results
published by the Corporate Governance Center of the Taiwan Stock Exchange Corporation. Additionally, for areas
that have not yet been improved, please identify priority enhancement items and propose corresponding
measures.
(1) Improvements Made:：
Item Indicator Description
On November 14, 2022, the
company's Board of Directors
resolved to appoint Mr.
Has the company appointed a Corporate Governance Officer responsible for
Wen-Hsiung Lee as the
corporate governance-related matters, and does the company provide an
1 Corporate Governance Officer,
explanation of the officer's scope of duties and continuing education status on
responsible for corporate
the company’s website and in the annual report?
governance-related matters and
continuing education as required
by regulations.
Has the company complied with the relevant regulations, such as the
In the year 2024, the company
Procedures for the Verification and Public Disclosure of Material Information
2 did not incur any penalties for
and the Information Disclosure Operation Guidelines for Listed Companies,
non-compliance.
without incurring any penalties for non-compliance?
In the year 2024, the company
Has the company been invited (or held on its own) to conduct at least two held two investor conferences
investor conferences, disclosed the full audio-visual recordings of at least two
3 and disclosed the full
meetings, and ensured that there is an interval of more than three months
audio-visual recording links of
between the first and last investor conference of the evaluation year?
the meetings.
been disclosed on the
Has the company disclosed its water usage and total waste weight for the past
4 company's official website and in
two years?
the annual report.
The company’s important
Has the company obtained ISO 14001, ISO 50001, or similar environmental or
5 subsidiary, RJM, obtained ISO
energy management system certification?
14001 certification in 2024.
Has the company invested in energy-saving or green energy-related
environmental sustainability equipment, or invested in Taiwan’s green energy It has been disclosed on the
6 industry (such as renewable energy power plants), or issued or invested its company's official website and in
funds in green or social impact investment projects with tangible benefits, the annual report.
such as sustainable development financial products, and disclosed its
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Difference Implementation Status from Corporate Governance Practice Items Principles for Yes No Description TWSE/GTSM Listed Companies and reasons investment status and specific benefits? (2) Future areas for improvement: Item Indicator Description Has the company prepared a sustainability report in accordance with the GRI The company plans to complete 1 Standards issued by the Global Reporting Initiative (GRI) and uploaded it to the the preparation by the year Market Observation Post System (MOPS) and the company’s website? 2025. Has the company disclosed the policy linking the compensation of senior The company will evaluate and 2 executives with ESG-related performance evaluations? plan accordingly.

Note1 : Accountancy firm ’ s declaration

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Note2：Standards for the Evaluation of Auditor Independence

With reference to Article 47 of the Certified Public Accountant Act and the provisions of Bulletin No. 10 of the Code of Ethics for Professional Accountants:

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Note3: The Audit Quality Indicators (AQIs) are used to assess the independence and competence of the appointed auditors, in accordance with Article 30 of the company's "Corporate Governance Best Practice Principles":

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List 1: Continuing education of directors

Title	Name	Date	Organizer	Course	Hours
Chairman	PHACHARAPON PHAIBOONSUNTORN	2024.04.01	TIRI (Taiwan Investor Relations Institute)	Risk Management	3.0
		2024.12.11		2024 New Edition of Corporate Governance and Board Performance Evaluation Practical Analysis	3.0
Director	SARAYUTH MUNGCHITVITSAVAKORN	2024.04.01	TIRI (Taiwan Investor Relations Institute)	Risk Management	3.0
		2024.12.11		2024 New Edition of Corporate Governance and Board Performance Evaluation Practical Analysis	3.0
Director	LIN, CHIN-SAN	2024.04.01	TIRI (Taiwan Investor Relations Institute)	Risk Management	3.0
		2024.12.11		2024 New Edition of Corporate Governance and Board Performance Evaluation Practical Analysis	3.0
Director	LIN, CHIU-I	2024.04.01	TIRI (Taiwan Investor Relations Institute)	Risk Management	3.0
		2024.12.11		2024 New Edition of Corporate Governance and Board Performance Evaluation Practical Analysis	3.0
Independent Director	GUAN, JYH-LIANG	2024.04.01	TIRI (Taiwan Investor Relations Institute)	Risk Management	3.0
		2024.12.11		2024 New Edition of Corporate Governance and Board Performance Evaluation Practical Analysis	3.0
Independent Director	LEE, TSUNG-PEI	2024.10.16	Accounting Research and Development Foundation	Board Members, Supervisors, and Corporate Governance Officer Series Courses - 2030/2050 Green Industrial Revolution	3.0
		2024.12.11	TIRI (Taiwan Investor Relations Institute)	2024 New Edition of Corporate Governance and Board Performance Evaluation Practical Analysis	3.0
Independent Director	LIN, CHUNG-CHING	2024.04.01	TIRI (Taiwan Investor Relations Institute)	Risk Management	3.0

Title	Name	Date	Organizer	Course	Hours
		2024.09.18	The Accounting Research and Development Foundation (ARDF) of the Republic of China	2024 ESG Summit: Net Zero in All Aspects Sustainable Great Future	6.0
		2024.12.11	TIRI (Taiwan Investor Relations Institute)	2024 New Edition of Corporate Governance and Board Performance Evaluation Practical Analysis	3.0

Appendix 2: The Company's Purchase of Liability Insurance for Directors and Supervisors

Insured Party	Insurance Company	Coverage Amount	Insurance Period
All directors and key personnel	American International Group (AIG) Singapore Branch	3 million USD	November 15, 2024 to November 15,2025

Appendix 3: Continuing Education and Training for Managers Involved in Corporate Governance

Titl	Name	Training Date	Organizing Institution	Course Title	Training Hours
Chief Financial Officer and Chief Accounting Officer	NARISSARRANEE KEATBHOONYARRITH	2024.09.03	The Accounting Research and Development Foundation (ARDF) of the Republic of China	Legal Liability of Employee Fraud and Internal Control and Audit Practices	6.0
		2024.09.04		Latest Revisions to the "Guidelines for Establishing Internal Control Systems" and Practical Compliance with Internal Audit and Internal Control Regulations Related to Financial Reporting	6.0
Chief Audit Officer	Jiang Pei-Lun (Note 1)	2024.09.04 2024.09.05 2024.09.06	The Institute of Internal Auditors (IIA) Republic of China	Pre-service Training Program for Newly Appointed Internal Audit Personnel	18.0
Acting Audit Officer	Lee Wen-Hsiung	2024.08.02 2024.08.05 2024.08.06	The Institute of Internal Auditors (IIA) Republic of China	Pre-service Training Program for Newly Appointed Internal Auditors in Corporations	18.0
Corporate Governance Officer	Lee Wen-Hsiung	2024.03.22	The Association for Corporate Sustainability of the Republic of China	Building a New Carbon Era with Sustainable Knowledge Power Seminar	3.0
		2024.04.01	TIRI (Taiwan Investor Relations Institute)	Risk Management	3.0
		2024.09.06	The Securities and Futures Market Development Foundation of the Republic of China	2024 Insider Trading Prevention Seminar	3.0
		2024.09.12	TIRI (Taiwan Investor Relations Institute)	The Four Essential Principles to Learn When Facing Shareholder Activism	3.0
		2024.12.11	TIRI (Taiwan Investor Relations Institute)	2024 New Edition of Corporate Governance and Board Performance Evaluation Practical Analysis	3.0

Note 1: The Chief Audit Officer, Jiang Pei-Lun, has actively pursued further education since assuming the position on May 13, 2024, and has accumulated 18 hours of training, meeting the standard for the first year of service.

(4) Remuneration Committee Operations:
On August 28, 2015, the Board of Directors of the Company approved the establishment of a Remuneration Committee, composed of three independent directors. In accordance with Article 14-6 of the Securities and Exchange Act and the regulations for companies listed on the stock exchange or traded by securities firms, the Company established the "Remuneration Committee Organizational Rules." The primary responsibility of the committee is to execute its duties in accordance with relevant laws and regulations. The committee, from a professional and objective perspective, evaluates the remuneration policies and systems for the Company's directors and executives and makes recommendations to the Board of Directors for their decision-making reference.

Disclosure of the Professional Qualifications and Independence of the Remuneration Committee Members::

		February28,2025	February28,2025	February28,2025
Title	Condition Name	Professional & Experience	Independence situation	Number of being Independe nt Directors of other Public Remunerat ion Committee
Independent director /The Remuneration Committee Member (convener)	GUAN, JYH-LIANG	Education Experience - Ph.D., Business Administration, National Chengchi University Expertise - Strategic management, business models, international business management Main Working - Associate Professor, Department of Applied Economics and Management, National Yilan University Think Tank, Center of Brand Innovation Acceleration Service, General Chamber of Commerce of the Republic of China Internationalization Consultant of Franchising Service Industry, Taiwan External Trade Development Council Member of Quality Assessment of Transnational Manpower Agency Services, Ministry of Labor, Executive Yuan Concurrent positions in the Company and other companies -Independent director of Donpon Precision Inc. Independent director of LinkCom Manufacturing Co.,Ltd. Independent director of SUN	Compliant with the independence criteria under the Seurities and Exchange Act (Note 4)	3

		MAX TECH LIMITED
Independent director/ The Remuneration Committee Member	LEE, TSUNG-PEI	Education Experience - Ph. D., Economics, National Chengchi University Expertise – Economy Main Working - International and Resource Development CEO, Fu Jen Catholic University Associate dean of College of Management, Fu Jen Catholic University Associate Professor, Department of Finance and International Business, Fu Jen Catholic University Associate Professor of Ph.D. Program in Business Administration, School of Management, Fu Jen Catholic University Resident Committee of the Affiliated Hospital of Fu Jen Catholic University Concurrent positions in the Company and other companies - Independent director of Powertech industrial Co., Ltd. Independent director of Ibase Solution Co.,Ltd.	2
Independent director / The Remuneration Committee Member	YEH, KUANG-CHO U	Education Experience - Ph. D., Law, National Chengchi University Expertise - LawMain Working& Concurrent positions in the Company and other Companies - Attorney, Formosan Brothers Attorneys-at-Law Advisory Head of Xingwang Consulting Co. ChungYuan UniversityBoard Advisor	0
Note 1: The term of the 5th Remuneration Committee is three years, from May 26, 2023, to May 25, 2026. Note 2: The independent directors of the company meet the following independence criteria in accordance with the provisions of the Securities and Exchange Act: 1. They are not employees of the company or its affiliates. 2. They are not directors or supervisors of the company's affiliates (except for independent directors of the parent company, or subsidiaries in which the company holds more than 50% of the voting shares, directly or indirectly). 3. They or their spouse, minor children, or individuals holding 1% or more of the company's issued shares or among the top ten shareholders do not have ownership in the company. 4. They are not spouses, immediate relatives within the second degree, or lineal relatives within the third degree of the managers listed in item (1) or individuals listed in items (2) and (3). 5. They are not directors, supervisors, or employees of corporate shareholders owning more than 5% of the company's issued shares, or those appointed according to Article 27 of the Company Law, or those who represent companies with over 50% voting rights in the company (except for mutual appointment of independent directors under local laws). 6. They are not directors, supervisors, or employees of another company where more than half of the board or voting shares are controlled by the same person as the company. 7. They are not directors (or supervisors) of another company where the chairperson, general manager, or equivalent position of the company is also the chairperson, general manager, or equivalent of that company, or if their spouse is involved. 8. They are not directors, supervisors, managers, or shareholders holding more than 5% of the shares in any specific company or institution that has financial or business transactions with the company. (Except if the specific company or institution holds between 20% and 50% of the company’s issued shares and is an independent director of the company or its subsidiaries.) 9. They have not provided audit services or received cumulative payments exceeding NT$500,000 for services such as business, legal, financial, or accounting services in the last two years from the company or its affiliates. However, members of the Remuneration Committee, the Public Acquisition Review Committee, or the M&A Special Committee performing duties as per the Securities and Exchange Act or related M&A laws are excluded from this provision. 10. Theydo not have familial relationships(spouse or within the second degree of kinship)with other directors.

They do not fall under any of the circumstances outlined in Article 30 of the Company Law. 12. They have not been elected or appointed by the government, a corporation, or their representatives as prescribed under Article 27 of the Company Law.

2.Organization and Responsibilities of the Remuneration Committee

The Committee shall faithfully perform the following duties and responsibilities with the attention as a good administrator and submit its recommendations to the Board of Directors for discussion.

(1)To regularly review and propose amendments to the regulations.
(2)To establish and regularly review the performance evaluation standards, annual and long-term performance goals, and policies, systems, standards and structures for compensation of directors and managers of the Company, and to disclose the contents of the performance evaluation standards in the annual report.
(3)The annual report shall disclose the results of individual performance evaluation of directors and managers, and the relevance and reasonableness of the content and amount of individual compensation to the results of performance evaluation, and report in the shareholders' meeting.
The company's Remuneration Committee has 3 members.。
Term of the committee member: From May 26, 2023 to May 25, 2026, and there are XX meeting of the Remuneration Committee in year 2024. The qualifications and attendance of members are as follows：

Title	Name	Actual Attendances (B)	By Proxy	Actual Attendance Rate (%) (B/A) (Note1, Note2)	Remarks
The Committee Member (convener)	GUAN, JYH-LIANG	2	0	100%	Note 3
The Committee Member	LEE, TSUNG-PEI	2	0	100%
The Committee Member	LIN, CHUNG-CHING	2	0	100%
Note 1: If a member of the Remuneration Committee has left the Company before the end of the year, he/she should indicate the period of absence in the remarks column, and the actual attendance rate (%) is calculated based on the number of Remuneration Committee meetings and his/her actual attendance during his/her employment. Note 2: If there is a re-election of the Remuneration Committee before the end of the year, both new and existing independent directors should be listed, and the date of re-election of the independent director should be indicated in the remark＇s column. The actual attendance rate (%) is calculated based on the number of meetings of the Remuneration Committee and his/her actual attendance during his/her employment. Note 3: Followingthe director and independent director elections on May26,2023,subsequent reappointment.

5. Other noteworthy matters:

(1) State The Remuneration Committee Meeting’s date, session, proposal contents, all Committee members’ opinions and the Company’s actions in response to the opinions if any of the following occurred:

Meeting Sessions and Dates	Proposal contents and follow up	The Remuneration Committee have expressed opposition or withhold opinions
2024.02.26 2ndThe Remuneration Committee Meeting in 5th Term	1. The Company's 2023 directors’ and employees’ compensation plan.	None
	Resolution (2024.02.26): Approved.
	The resolution the Company handles the Remuneration Committee’ opinions: Approved.
2024.11.14 3rdThe Remuneration Committee Meeting in 5th Term	1.	None
	Resolution (2024.11.14): Approved.
	The resolution the Company handles the Remuneration Committee’ opinions: Approved.
2025.02.27 4thThe Remunerati on Committee Meeting in 5thTerm	1.Proposal for Directors' and Employees' Remuneration for the Year 2024.	無
	Resolution (2025.02.27)：Approved.
	The resolution the Company handles the Remuneration Committee’ opinions: Approved.

  - (2) If the Board of Directors does not adopt or amend the recommendations of the Remuneration 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 Remuneration Committee (if the compensation approved by the Board of Directors is better than the recommendation of the Remuneration Committee , the differences and reasons should be stated): None.

  - (3) If the members of the Remuneration Committee have objections or reservations and have records or written declarations to the resolutions, the Remuneration Committee should state the date, term, proposal content, all members' opinions and the handling of members' opinions: None

(5) Organization, responsibilities, and operation status of the Sustainable Development Committee:
The Sustainability Development Committee was established on May 26, 2023, with Chairman Phacharaporn Phaiboonsuntorn serving as the Chairperson. The Chairman and the members of the Sustainability Development Committee are well-versed in the Group’s operations and are capable of integrating Environmental

(E), Social (S), and Governance (G) issues into operational decision-making and management processes.

The responsibilities of the Sustainability Development Committee include assisting the Board of Directors in promoting sustainability initiatives for the Company and its subsidiaries, including::

(1) Formulate sustainable development policies.
(2) Guide, track and review the implementation effectiveness of sustainable development activities and report to the board of directors.
(3) Other matters that should be handled by the committee as directed by the board of directors
(4) After the previous affairs are formulated by the committee and reported to the board of directors, the resulting execution plan at the implementation level can be discussed and collaborated with the relevant units of the company or subsidiaries by the chairman or members of the committee, and the collaboration model and implementation organization The structure must be designed based on practical conditions：

Title	Name	Professional & Experience
Chairman / The Sustainable Development Committee Member (convener)	Solar Jewelers Group Corp. Representative: PHACHARAPON PHAIBOONSUNTORN	 Education Experience - EMBA, National Taipei University of Technology Thailand Special Program
		 Expertise - Has mastered the core technology of production and has more than 40 years of experience in key management positions such asproduction manager orgeneral manager
		 Main Working - Manager of Production Division,Regal JewelryManufacture Co.,Ltd
Director/ The Sustainable Development Committee Member	Hyperion Trading Co., Ltd. Representative: SARAYUTH MUNGCHITVITSAVAKORN	 Education Experience - Diploma of Management courses in Management & PsychologyInstitute,Thailand
		 Main Working - Manager of Production Dept., Regal JewelryManufacture Co.,Ltd..
		 Experience – Deputy General Manager of Production Division, Regal Jewelry Manufacture Co.,Ltd.
Director/ The Sustainable Development Committee Member	Orlog Global Co., Ltd. Representative: LIN, CHIU-I	 Education Experience - Bachelor, International Business Management,Mahidol University
		 Expertise - Had more than 20 years of experience in jewelry marketing and business development
		 Main Working - Deputy General Manager, Sales,Regal JewelryManufacture Co.,Ltd.

The company's Sustainable Development Committee has 3 members.
Term of the Sustainable Development Committee: From May 26, 2023, to May 25, 2026, and there are once meetings of the Sustainable Development Committee in year 2024(A). The qualifications and attendance of members are as follows:

	Title	Name	Actual Attendances	By Proxy	Actual Attendance Rate (%) (B/A)	Remarks

		(B)		(Note1, Note2)
The Sustainable Development Committee Member (convener)	PHACHARAPON PHAIBOONSUNTORN	1	0	100%
The Sustainable Development Committee Member	SARAYUTH MUNGCHITVITSAVAKORN	1	0	100%
The Sustainable Development Committee Member	LIN, CHIU-I	1	0	100%
Note 1: If a member of the Sustainable Development Committee has left the Company before the end of the year, he/she should indicate the period of absence in the remarks column, and the actual attendance rate (%) is calculated based on the number of Sustainable Development Committee meetings and his/her actual attendance during his/her employment. Note 2: If there is a re-election of the Sustainable Development Committee before the end of the year, both new and existing independent directors should be listed, and the date of re-election of the independent director should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Sustainable Development Committee and his/her actual attendance during his/her employment.

5. Other noteworthy matters:

(1) State The Sustainable Development Committee Meeting’s date, session, proposal contents, all Committee members’ opinions and the Company’s actions in response to the opinions if any of the following occurred: The main proposals and the summary of the resolutions are as follows：

Meeting Sessions and Dates	Proposal contents and follow up	The Sustainable Development Committee have expressed opposition or withhold opinions
2024.11.14 2ndThe Sustainable Development	1.Progress Report on Sustainability Development	None
	Resolution(2024.11.24): Approved.
	The resolution the Company handles the Sustainable Development Committee’ opinions: Approved.

(2) )If the Board of Directors does not adopt or amend the recommendations of the Sustainable Development 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 Sustainable Development Committee (if the compensation approved by the Board of Directors is better than the recommendation of the Sustainable Development Committee , the differences and reasons should be stated): None.

(3) If the members of the Sustainable Development Committee have objections or

reservations and have records or written declarations to the resolutions, the Sustainable Development Committee should state the date, term, proposal content, all members' opinion and the handling of members' opinions: None

(6) Organization, responsibilities and operation status of the Risk Management Committee:
The Risk Management Committee was established on May 26, 2023, chaired by Chairman PHACHARAPON PHAIBOONSUNTORN. The Chairman and the Risk Management Committee understand the details of the group and can integrate them into operational decision-making and management processes.
The responsibilities of the Risk Management Committee are to assist the board of directors in promoting risk management matters of the company and its subsidiaries, including:
(1) Formulate risk management policies
(2) Guide, track and review the implementation effectiveness of risk management activities and report to the board of directors
(3) Other matters that should be handled by the committee as directed by the board of directors
(4) After the previous affairs are formulated by the committee and reported to the board of directors, the resulting execution plan at the implementation level can be discussed and collaborated with the relevant units of the company or subsidiaries by the chairman or members of the committee, and the collaboration model and implementation organization The structure must be designed based on practical conditions

2. Professional and Experience of member of the Risk Management Committee：

Title	Name	Professional & Experience
Chairman/ The Risk Management Committee Member (convener)	Solar Jewelers Group Corp. Representative: PHACHARAPON PHAIBOONSUNTORN	Education Experience - EMBA, National Taipei Universityof TechnologyThailand Special Program
		Expertise - Has mastered the core technology of production and has more than 40 years of experience in key management positions such as production manager orgeneral manager
		Main Working - Manager of Production Division, Regal JewelryManufacture Co.,Ltd
Director/ The Risk Management Committee Member	Hyperion Trading Co., Ltd. Representative: SARAYUTH MUNGCHITVITSAVAKORN	Education Experience - Diploma of Management courses in Management & Psychology Institute, Thailand
		Expertise - Had more than 30 years of experience injewelrymanufacturing
		Education Experience - Bachelor of Business Administration & Management, Pepperdine University
Director/ The Risk Management Committee Member	Unique Global Investment Inc. Representative: LIN, CHIN-SAN	Expertise - Had more than 10 years of experience in business development and production management
		Expertise – Over 10 years of experience in business development and production management
		Experience – Director, Formosa Marketing Co., Ltd. Chairman,Linden Integrated Co.,Ltd.

Title	Name	Professional & Experience
		Director, Unique Global Investment Inc.

3. The company's Risk Management Committee has 3 members.

Term of the Risk Management Committee: From May 26, 2023 to May 25, 2026,

and there are 2 meetings of the Risk Management Committee in year 2024(A). The

qualifications and attendance of members are as follows:

Title	Name	Actual Attendances (B)	By Proxy	Actual Attendance Rate (%) (B/A) (Note1,Note2)
The Risk Management Committee Member (convener)	PHACHARAPON PHAIBOONSUNTORN	2	0	100%
The Risk Management Committee Member	SARAYUTH MUNGCHITVITSAVAKORN	2	0	100%
The Risk Management Committee Member	LIN, CHIN-SAN	2	0	100%
Note 1: If a member of the Risk Management Committee has left the Company before the end of the year, he/she should indicate the period of absence in the remarks column, and the actual attendance rate (%) is calculated based on the number of Risk Management Committee meetings and his/her actual attendance during his/her employment. Note 2: If there is a re-election of the Risk Management Committee before the end of the year, both new and existing independent directors should be listed, and the date of re-election of the independent director should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Risk Management Committee and his/her actual attendance duringhis/her employment

5. Other noteworthy matters:

(1) State The Risk Management Committee Meeting’s date, session, proposal contents, all Committee members’ opinions and the Company’s actions in response to the opinions if any of the following occurred：

Meeting Sessions and Dates	Proposal contents and follow up	The Risk Management Committee have expressed opposition or withhold opinions
2024.02.26 2ndThe Risk Management Committee meeting in 1stTerm	1. Risk management execution report of important subsidiary Regal Jewelry Manufacture Co., Ltd. in 2023	None
	Resolution (2024.02.26): Approved.
	The resolution the Company handles the Risk Management Committee’ opinions: Approved.
2024.08.14	1. Risk management report of each subsidiary of Regal Holding Co.,Ltd.	None

Meeting Sessions and Dates	Proposal contents and follow up	The Risk Management Committee have expressed opposition or withhold opinions
3rdThe Risk Management Committee meeting in 1stTerm	Resolution (2024.08.14): Approved.
	The resolution the Company handles the Risk Management Committee’ opinions: Approved.

(2) If the Board of Directors does not adopt or amend the recommendations of the Risk Management 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 Risk Management Committee (if the compensation approved by the Board of Directors is better than the recommendation of the Risk Management Committee , the differences and reasons should be stated): None
(3) If the members of the Risk Management Committee have objections or reservations and have records or written declarations to the resolutions, the Risk Management Committee should state the date, term, proposal content, all members' opinion and the handling of members' opinions: None.

(7) Implementation of Sustainable Development and differences from the

"Code of Practice for Sustainable Development of Listed and OTC

Companies" and the reasons for such differences:

Implement Items			Implementation Situation(Note 1)	Differences from the “Code of Practice on Sustainable Development of Listed Companies” and the Reasons
	Yes	No	Summary
1. Has the Company established a governance structure to promote sustainable development and set up a special (part-time) unit to promote sustainable development, which is authorized by the Board of Directors to be handled by senior managements, and is supervised by the Board of Directors?			1. The Company established the Sustainability Committee in May 2023, chaired by the Chairman of the Board, with senior management from each subsidiary appointed to form a Sustainability Task Force. On November 14, 2024, the Sustainability Committee reported to the Board of Directors on the progress and status of achieving the Company’s sustainability goals for 2024. 2. To streamline the procedures and structure of the Company's functional committees, the Board of Directors resolved on February 27, 2025, to merge the Risk Management Committee into the Sustainability Committee, and rename it the Sustainability and Risk Management Committee. This move aims to strengthen the Company's governance framework for sustainability and risk management, ensuring systematic management and reaffirming the Group's commitment to sustainability issues, in response to the growing global emphasis on sustainable development. 3. The Board of Directors reviews the sustainability reports submitted annually by the management team, examines the Company’s sustainability goals, policies, and action plans, assesses their implementation, and supervises the execution of sustainability initiatives, urging the management team to adjust relevant strategies and measures as necessary	No significant difference
2. Does the Company conduct risk assessment on environmental, social and corporate governance issues related to its operations in accordance with the principle of materiality, and establish relevant risk management policies or strategies? (Note 2)			1. This disclosure covers the company’s sustainability performance from January 2024 to December 2024, with the risk assessment boundary focusing on the main production base in Thailand. 2. The company has established a "Risk Management Practice Code" in its internal control regulations, which was approved by the Board of Directors in November 2022. The relevant operating process is as follows: First, the company's risk factors are classified based on the ESG framework, and the maximum risks the company is willing and able to bear in order to achieve its operational goals are set. Then, based on the known maximum risks, tolerance levels for differences that may occur in the process of achieving operational goals are graded. According to the differences in low, medium, and high tolerance levels, different levels of resource allocation and priority of handling are assigned to complete the measurement analysis of each risk factor, implement response strategies, monitor, and provide post-reporting. 3. Based on the assessed risks, relevant management policies or	No significant difference

		Implementation Situation(Note 1)	Implementation Situation(Note 1)	Implementation Situation(Note 1)
Yes	No		Summary
		strategies a	re formulated as follows:
		Material Issues	Risk Assessment Item Description	Explanation
		Environment	Environmental Impact and Management	1. In response to the environmental regulations of major markets, the key subsidiary RJM obtained the ISO 14001 Environmental Management Certification in 2024, demonstrating its commitment to sustainable development. Meanwhile, the process for ISO 50001 Energy Management Certification is also actively underway. 2. The company obtains external certification for its carbon footprint on an annual basis from the Thailand Greenhouse Gas Management Organization. 3. Based on the results of the carbon inventory, the company continues to implement greenhouse gas reduction measures to decrease carbon emissions and environmental impact.
		Social	Occupational Safety and Health Social	Each year, multiple training sessions and awareness campaigns are held to educate employees on safety and health in the workplace, fostering emergency response skills and preventing employees from being exposed to potential hazards or illnesses (such as electrical hazards, chemicals, radiation,and fire drills).

Implement Items			Implementation Situation(Note 1)	Implementation Situation(Note 1)	Implementation Situation(Note 1)	Differences from the “Code of Practice on Sustainable Development of Listed Companies” and the Reasons
	Yes	No		Summary
				Occupational Safety and Health Social	In 2024, key subsidiary RJM and subsidiary RPM obtained ISO 9001 Quality Management Certification, ensuring product quality and safety, while continuously improving excellence in management and customer trust.
			Corporate governance	Enhance the functions of the board of directors	1. Purchase Directors' Liability Insurance to protect directors in the event of lawsuits or claims. 2. Plan relevant continuing education topics for directors and provide them with the latest regulations, system developments, and policies each year.
				Stakeholder communication	Our company regularly analyzes key stakeholders and their core concerns every year, and establishes diverse communication channels to promote active dialogue, reduce misunderstandings, and prevent conflicts.
3.Environment Issues （1）Has the Company established an appropriate environmental management system according to its industrial characteristics?			Our company specifies in the "Sustainability Development Practices Code" that when establishing an environmental management system, the sufficiency and timeliness of operational activity information, the measurability and sustainability of sustainability development goals, and the effectiveness of overall action plans must be considered, with regular reviews of related systems and measures. Our company has currently obtained the following international certifications related to environmental management: 1. Responsible Jewelry Council (from 16th September 2023 to 2026) 2. ISO 14001:2015 (from 26th March 2024 to 2027)			No significant difference
（2）Is the Company committed to improving energy efficiency and using recycled materials that			Our company actively promotes various energy reduction measures, selects high-efficiency and energy-saving equipment, and optimizes the usage efficiency of recycled materials. Subsidiary RPM produces recycled silver and recycled gold products, seeking the development of waste reduction and recycling technologies. Key subsidiary RJM has launched a solarpanel installationproject,which was completed in the			No significant difference異

Implement Items			Implementation Situation(Note 1)	Differences from the “Code of Practice on Sustainable Development of Listed Companies” and the Reasons
	Yes	No	Summary
have a low impact on the environment?			first quarter of 2024 and officially began generating power. The estimated annual electricity production from the solar panels is 9,513,400 KWh, accounting for 20% of the company's current electricity consumption. The usage rate of the solar power generated is 99.46%. We aim to gradually improve the efficiency of renewable energy use and plan to obtain ISO 50001 energy management certification in 2025 to reduce the environmental impact and burden of the company’s operations.
（3）Has the company assessed the potential risks and opportunities of climate change on its current and future operations, and taken relevant mitigation measures?			Our company has been tracking historical data on greenhouse gas emissions, water usage, and the total weight of various types of waste. This data serves as a reference for developing the company's energy-saving, carbon reduction, water conservation, and waste reduction goals and related plans to mitigate the impact of climate change on our operations. Additionally, a risk management team composed of senior executives has been formed to gradually assess and analyze various climate risk factors, develop and implement climate risk response strategies, and regularly review them to reduce the company's exposure to climate risks.	No significant difference
（4）Has the company tracked its greenhouse gas emissions, water usage, and total waste weight over the past two years, and developed policies for reducing greenhouse gas emissions, water usage, or other waste management strategies?			Our company has established relevant regulations in the "Sustainability Development Practices Code." Each year, the company tracks annual greenhouse gas emissions, water usage, and total waste weight. Management uses this data to develop environmental protection policies for reducing greenhouse gas emissions, water usage, and waste management, and regularly reviews the effectiveness of the implementation of these policies. The data on the company's greenhouse gas emissions, water and electricity usage, and total waste weight is as follows: The data boundaries for 2023 are as follows: (1) Key subsidiary Regal Jewelry Manufacture Co., Ltd. (2) Key subsidiary Regal Plating Co., Ltd. The data boundaries for 2024 are as follows: (1) Key subsidiary Regal Jewelry Manufacture Co., Ltd.	No significant difference

Implement Items			Implementation Situation(Note 1)	Differences from the “Code of Practice on Sustainable Development of Listed Companies” and the Reasons
	Yes	No	Summary
			(2) Key subsidiary Regal Plating Co., Ltd. (3) Subsidiary Regal Precious Metal Co., Ltd. Greenhousegas emissions： Year 2023 2024 Scope 1 133 CO2e 145.23 CO2e Scope 2 3239 CO2e 2989.57CO2e Scope 3 3446 CO2e 4150.87CO2e Total 6818 CO2e 7258.67 CO2e Water and electricity usage： (1)In 2023, the company's operational water usage was 107,692 cubic meters, and electricity usage was 5,595,778 kWh (2)In 2024, the company's operational water usage was 113,827 cubic meters, and electricity usage was 6,800,533 kWh. Waste weight: (1)In 2023, the company generated 181,036 kilograms of waste from operations. (2)In 2024, the company generated 266,255 kilograms of waste from operations. The statistics provided by the company cover all subsidiary factory sites at the main business location in Thailand. The 2023 data was verified by a third party, Thailand Greenhouse Gas Management Organization (TGO). The 2024 data is currently being submitted for certification by an external certification body.

4.Social Issues （1）Has the Company established			The Company's "Code of Practice for Sustainable Development" and the Company's "Human Rights Policy" both set forth relevant regulations,and the managements make reference to international	No significant

Implement Items			Implementation Situation(Note 1)	Differences from the “Code of Practice on Sustainable Development of Listed Companies” and the Reasons
	Yes	No	Summary
management policies and procedures in accordance with relevant laws and regulations and international human rights conventions?			human rights conventions such as the《Universal Declaration of Human Rights》to establish policies and implementation procedures that meet relevant human rights standards, and set up an anonymous report mailbox. The Company also regularly conducts annual audits by independent external companies in accordance with international standards and issues audit reports for review by stakeholders.	difference
（2）Has the Company established and implemented reasonable employee benefit measures (including salaries, vacations and other benefits, etc.), and appropriately reflected operation performance or results in employee compensation?			The content and implementation status of the Company's policies on employee compensation, employee benefit measures and other related matters are as follows： 1. Employee compensation: Article 14.4 of the Company's Articles of Incorporation stipulates that the Company shall set aside not less than one percent of its net profit before tax as employee compensation in the event that the Company makes a profit in the year. And the Company also pays extra allowance to each employee every month according to their productivity and language ability, and has an annual employee appraisal system to evaluate the performance of each employee in the past year and adjust their salary。 2. Employee benefit measures: The Company's "Code of Practice on Sustainable Development" specifies that in order to ensure the recruitment, retention and encouragement of human resources, the Company provides employee benefits such as year-end bonuses, birthday gifts, and wedding and funeral subsidies. And the Company also provides annual health checkups to take care of employees' health. In addition, in order to help the employees plan for their retirement and enhance their future protection, the Company and the employees jointly contribute monthly to a dedicated trust account, which not only achieves the goal of retaining talents, but also helps employees accumulate their wealth. 3. Workplace diversity and equality： Our companyspecifies in the "Human Rights Policy" that we do not	No significant difference

Implement Items			Implementation Situation(Note 1)	Implementation Situation(Note 1)	Implementation Situation(Note 1)	Implementation Situation(Note 1)	Implementation Situation(Note 1)	Implementation Situation(Note 1)	Differences from the “Code of Practice on Sustainable Development of Listed Companies” and the Reasons
	Yes	No	Summary
			discriminate based on race, ethnicity, nationality, religion, age, disability, gender, marital status, sexual orientation, union membership, or political affiliation. Everyone is entitled to equal opportunities in employment, compensation, training, promotion, dismissal, or retirement. Furthermore, from the company's inception, we have placed significant emphasis on workplace equality, and therefore, there is no "glass ceiling" issue. Currently, women make up approximately 41% of the company's management level. The employee ethnic diversity indicator for 2024 is as follows:
			Indicator	Taiwan	Thailand	Myanmar	Philippines	Laos
			% of total employees	0.08	70.47	29.35	0.04	0.08
			% of total management employesss	3	95	-	2	-
			4. Business performance is reflected in employee compensation: Our company’s salary structure primarily considers market salary trends, company operating conditions, and the overall economic environment. Additionally, the future competitiveness of the company is taken into account, with company performance or results being reflected in employee compensation in a timely and appropriate manner. Furthermore, the distribution of performance bonuses is based on the company’s operational performance, with individual employee performance assessments also factored in, to reward their contributions and motivate continued efforts.
（3）Does the Company provide a safe and healthy working environment for employees and implement regular safety and health education for employees?			1. In order to create a hygienic and comfortable working environment, the Company regularly maintains and repairs all equipment and carries out design and decoration from time to time, and regularly implements daily environment cleaning and sanitization, and implements a garbage sorting system to ensure a hygienic office environment. 2. The Company complies with national laws and regulations to provide regular training on employee’s working safety according to the scope and attributes of the work,includingthe safe use of						No significant difference

Implement Items			Implementation Situation(Note 1)	Differences from the “Code of Practice on Sustainable Development of Listed Companies” and the Reasons
	Yes	No	Summary
			chemicals, the use of equipment that can generate free radiation, the use of furnaces, the use of power punching and shearing machines, and the investigation and handling of occupational accidents. 3. The Company obtained the following certifications related to employee safety and working environment protection: (1) RJC: 16th September, 2023 to 2026 (2) Amfori BSCI: 24thMarch, 2023 to 2025 (3) Disney ILS: 7thAugust, 2023 to 2024 The validation covers: (1) freely chosen employment relationships, (2) respect for freedom of association and the right to collective bargaining, (3) occupational health and safety, (4) no child labor, (5) payment of living wages, (6) no excessive working hours, (7) prohibition of discrimination, (8) proper employment relations, (9) no harsh and inhumane treatment of workers, (10) protection of young workers, (11) protection of the environment, (12) ethical business practices. 4. During 2023, the Company has not experienced any occupational disasters, and the historical related improvement and prevention measures were fully recorded in the occupational accident investigation report.
（4）Has the Company established an effective career development training program for employees?			Each year, the Company provides new employee training for the new employees, and on-the-job training or professional development for current employees. Through the development of both soft and hard skills, the Company establishes an effective career growth strategy for employees and lays the foundation for their future advancement.	No significant difference
（5）Does the Company comply with relevant laws and regulations and international standards on issues such as customer health			Our company clearly stipulates in the "Sustainability Development Practices Code" that we are responsible for our products and services. In addition to ensuring product or service quality in compliance with government regulations and industry standards, we have also established a consumer protection policy. This policy upholds principles of fair and honest contracting, truthfulness in advertising, professionalism of sales personnel, and the protection of consumer	No significant difference

Implement Items			Implementation Situation(Note 1)	Differences from the “Code of Practice on Sustainable Development of Listed Companies” and the Reasons
	Yes	No	Summary
and safety, customer privacy, marketing and labeling of products and services, and has it established relevant policies and complaint procedures to protect the rights of consumers or clients?			privacy. Regarding the complaint protection system, our company has set up an online customer service email on our official website. Additionally, we have a customer service system and a dedicated service hotline to fully protect customer rights..
（6）Has the Company formulated a supplier management policy requiring suppliers to comply with relevant regulations on issues such as environment protection, occupational safety and health, or labor and human rights, and its implementation situation?			The Company has set supply chain policy that requires suppliers to comply with the Company's guidelines for protecting labor rights, eliminating bribery and fraud, or combating money laundering. The Company also set up risk assessment standards for suppliers, and requires major raw material suppliers to obtain international certificates or update independent verification reports on CSR issues at least annually.	No significant difference
5. Has the Company referred to international standards or guidelines for the preparation of reports such as Sustainability Report to disclose			1. With reference to the "Code of Corporate Social Responsibility Practices for Listed and OTC Companies", the Company passed the resolution of the Board of Directors on June 23, 2015 to formulate the "Code of Corporate Social Responsibility Practice". And the amendments of some provisions were approved by the Board of Directors on December 15, 2016 and March 13, 2020. On March 11, 2022, the 12thMeeting of 5th Session of the Board of Directors, and on 2022 Shareholders' Meeting, the Code's name was changed into the “Code of Practice for Sustainable	No significant difference

			Implementation Situation(Note 1)	Differences
				from the
				“Code of
				Practice on
Implement Items	Yes	No	Summary	Sustainable Development
				of Listed
				Companies”
				and the
				Reasons
non-financial			Development” to manage the Company's economic,
information			environmental and social risks and impacts
about the			2. The Company has not yet prepared a Sustainability
Company? Has			Report with reference to international standards
the foregoing
report been
confirmed or
assured by a
third-party
certifier?

If company has its own code of practice for sustainable development in accordance with the “Code of Practice for Sustainable Development of Listed Companies”, please describe the differences between its operation and the code:

In accordance with the "Code of Practice for Sustainable Development of Listed and OTC Companies", the Company has formulated the "Code of Practice for Sustainable Development" and announced it on its official website. The "Code of Practice for Sustainable Development of Listed Companies" emphasizes that the Company should fulfill the corporate social responsibility and promote balanced and sustainable development of the economy, society and the environment and ecology, and the Company will implement it in a gradual manner. Other important information for understanding the implementation of sustainable development: Corporate Social Responsibility (CSR) is a mixture of economic, legal and moral responsibility. Based on principles of integrity management, the Company starts from small efforts to respect human and employee rights, enhance financial information disclosure and transparency, strengthen relationships with stakeholders, protect consumer rights, maintain fair competition and strengthen anti-bribery and corruption prevention. In recent years, the Company has also actively sponsored charitable activities and donations to the community based on giving back to the community and caring for the underprivileged.

‧ Carbon reduction and ecological protection - In response to the global emphasis on carbon reduction and to enhance our commitment to ecological protection and environmental conservation, our company completed a mangrove reforestation project in 2023. In 2024, we continue to lead our employees in mangrove beach cleanups, contributing to the sustainable environmental ecology of the Earth.

				Implementation Situation(Note 1)	Differences
					from the
					“Code of
					Practice on
Implement	Items	Yes	No	Summary	Sustainable Development
					of Listed
					Companies”
					and the
					Reasons

‧ Renewable energy development - To reduce the operational carbon footprint, our company is actively
investing in solar power generation facilities.

The first phase of the project in 2024:

Solar panels installed on the rooftops of the parking lot and employee storage area at the RJM factory site.
Completed and officially began power generation in the first quarter of 2024, accounting for 20% of the company’s total electricity consumption.
Solar power usage rate reached 99.46%.

The second phase of the 2025 project ：

Install solar panels on the roof of the RJM building.
Expected to be completed in August 2025, with an estimated power generation of approximately 1,000,000 KWh in the first year.

Our company will continue to promote ESG policies, reduce environmental impact, and enhance sustainable business capabilities through technological innovation. For more details, please refer to the "Investor Relations - ESG Sustainability" section on our official website.

Note 1: If the "Yes" box is checked, please specify the important policies, strategies, measures and implementation status. If the "No" box is checked, please explain the differences and reasons for the differences in the "Differences from the "Code of Practice for Sustainable Development of Listed Companies" and the Reasons" column, and explain the future plans for the adoption of relevant policies, strategies and measures.

Note 2: The principle of materiality refers to environmental, social and corporate governance issues that have a significant impact on the company's investors and other stakeholders.

(8) Climate Related Information for the Company

1. Implementation of climate-related information

Item

Implementation

1.Describes the Board of Directors and management's
oversight and governance of climate-related risks and
opportunities.
2.Describe how the identified climate risks and
opportunities affect the business, strategy and finances of
the organization (in short, medium and long term).

1.The oversight and governance of climate-related risks and
opportunities of the Board of Directors and management
(1)Relevant regulations and organization
A.On August 19, 2022, the Board of Directors approved the
establishment of the "Management Regulations of
Greenhouse Gas Inventory" and related forms, and will
report the progress of implementation to the Board of
Directors on a quarterly basis.
B.The Board of Directors approved the establishment of the
"Sustainable Development Committee" on May 26, 2023.
The Sustainable Development Committee is the Group's
highest-level organization for promoting ESG and is also
the main platform for managing climate change issues.
The Chairman of the Board is the convener of the
Committee. The Committee has five functional groups,
namely Corporate Governance, Environment
Sustainability, Social Care, Product Responsibility and
Employee Care. The members of each group are the
heads of relevant functional departments, and the Group
CEO is responsible for the overall management of related
affairs.
C.To streamline the procedures and structure of the
company's functional committees, the Board of Directors
passed a resolution on February 27, 2025, to merge the
"Risk Management Committee" with the "Sustainability
Committee," renaming it the "Sustainability and Risk
Management Committee." This move aims to strengthen
the company's governance structure for sustainability and
risk management, and through systematic management,
implement the group's commitment to sustainability
issues, in response to the growing global emphasis on
sustainable development.
(2)Oversight and governance of climate-related risks and
opportunities
The Company's five functional groups under the Sustainable
Development Committee are responsible formulating the
Company's climate-related policies and plans, which are
submitted to CEO for review and approval. Each working
group meets on a regular basis to report to CEO to track and
review the achievement of each goal and implementation
plan. After summarizing the results of each group's work, the
CEO submits a report to the Sustainable Development
Committee at least once a year, to ensure the promotion,
supervision, and management of climate-related risk (and
opportunity) plans
2.Identify how climate risks and opportunities affect
business, strategy and finance (in short, medium and long
term)
In order to mitigate the impact of climate risk, the Company
formulated the greenhouse gas reduction plan and divided it

into short, medium and long term, setting up goals to be achieved at different stages. The goals of each stage are described as follows： (1) Short-term goals . Inventory of greenhouse gas emissions of every Group's subsidiary (already conducted every year starting from 2021). B. Entrust independent verification organization to verify the results of the inventory (already been conducted annually since 2022). C. Set the base year for greenhouse gas emissions reduction at 2021. D. Plan various emission reduction strategies to achieve the greenhouse gas reduction targets, including increasing the proportion of renewable energy use, and gradually introducing ISO 14001 and ISO 50001 standards to strengthen the relevant management systems. (2) Medium-term goals Aim to achieve a 50% reduction in emissions by 2030, and an 85% reduction by 2035 compared to the baseline year . (3) Long-term goals To achieve net-zero emission by 2045 . 3. Financial impact of extreme climate events and transformation actions With respect to the weather 3. Describe the financial impact of extreme climate conditions in the Group's principal place of operation, the events and transformation actions. more likely weather-related risks are high temperature, drought, heavy rainfall, flooding, etc., which may directly or indirectly cause malfunctions, abnormalities or damages to machinery and equipment, or traffic disruptions, and lead to the limit of the Group's production capacity, or prevent staff from working at the plants and delay the delivery of goods. These situations may have a material adverse effect on the Group's operations. Although the Group has insured for fixed assets and inventories, such insurance may not provide adequate protection under certain circumstances. If the Group suffers losses as a result, the operations may be adversely affected. . 4. Climate risk identification, assessment and management process under the overall risk management system The Company manages climate-related risks as follows： 4. Describe how climate risk identification, (1) Develop risk management regulations and organization assessment and management processes are A. On November 14, 2022, the Board of Directors approved integrated into the overall risk management system. the establishment of "Code of Practice on Risk Management" as the guideline for the Group's risk management. B. On May 26, 2023, the Board of Directors approved the

establishment of "Risk Management Committee" as the highest level organization to manage the various risks of Group. C. The "Risk Management and Execution Unit" is comprised of department heads with relevant expertise or experience within the Group. It is responsible for identifying risk issues, evaluating and developing risk preference, summarizing identified risk items, formulating management plans and tracking program results in accordance with departmental objectives and plans, and reporting to the CEO (2) Risk management process A. Risk identification: analyze the possible sources of risks in the Company's business, operation activities, and internal and external environments. B. Risk measurement and analysis: appropriate measurement methods are set for different risks. Quantifiable risks are analyzed by statistical methods, while risks that are more difficult to quantify are measured by qualitative methods, and risk levels (high, medium, and low) are determined. C. Risk response: formulate countermeasures against the risks faced, and must also describe the unit of implementation, resource requirements, implementation schedule, and assessment indicators. D. Risk monitor: after proposing countermeasures against risks, the results of subsequent management should be reported to CEO, who will then summarize the results and provide them to the Risk Management Committee for review. E. Risk disclosure and report: The Risk Management Committee measures and monitors the overall risk management quality of the reports submitted by the CEO first, and then summit the report to the Board of Directors . (3) 5. If scenario analysis is used to evaluate the resilience of (3) Key indicators and targets climate change risk, the scenarios, parameters, A. Continue greenhouse gas inventory covering all Group assumptions, analytical factors, and key financial impacts companies to capture annual Scope 1, Scope 2 and Scope

100

should be described.
6.If there is a transformation plan for managing
climate-related risks, describe the plan, and the indicators
and goals used to identify and manage entity and
transformation risks.

3 greenhouse gas emissions.
B. Compare greenhouse gas emissions with monthly energy
usage statistics to track and analyze the results of various
internal emission reduction programs.
C. For external business development programs, regularly
compare the differences between actual performance
and original estimates, and conduct follow-up analysis
and improvement
5.Resilience Assessment of Climate Change Risks
Our company continuously monitors climate change trends,
collects the latest developments in domestic and
international regulations and technologies, and
comprehensively considers the impact severity and
likelihood to assess the risks climate change poses to
operations. We also plan corresponding response measures.
However, we have not yet conducted scenario analysis using
models such as SBTi 1.5°C.
6.Transformation Plan for Managing Climate-Related Risks
The plans formulated by our company to address
climate-related risks are divided into two main categories:
"Internal Emission Reduction" and "External Business
Development." The details are as follows：
A. Implementing an IoT system for more precise monitoring
of machinery and equipment to ensure that devices such
as ovens are maintained in optimal condition, thereby
preventing energy waste. The details of the plan are
outlined in internal operational documents.
B. Mangrove reforestation plan, with the details of the
plan outlined in internal operational documents.
C. Promoting the solar panel installation plan to increase
the use of renewable energy and reduce energy
consumption. The details of the plan are outlined in
internal operational documents.
(2)External business development plan
In March 2022, the Board of Directors approved the
establishment of a company within the Group specializing in
metal recycling and refining. In addition to supporting
internal operating activities, the Group will also develop
external supply opportunities that do not use metals newly
extracted from mines in order to reduce carbon footprint.
The related plan is described in the internal operating
documents
(3)Key indicators and targets
A. Continue greenhouse gas inventory covering all
Group companies to capture annual Scope 1, Scope
2 and Scope 3 greenhouse gas emissions.
B.Comparegreenhousegas emissions with monthly

101

7.If internal carbon pricing is used as a planning tool, the
basis for price setting should be described
8.If climate-related goals are set, information on the
activities covered, the scope of greenhouse gas emissions,
the schedule, and the annual progress of achievement
should be described; if carbon offsets or renewable energy
certificates (RECs) are used to achieve the relevant targets,
the source and amount of carbon reduction credits offset
or the amount of renewable energy certificates (RECs)
should be described.
9.Status and reduction targets of greenhouse gas
inventory and verification, strategies and specific action
plans (also fill in 1-1 and 1-2)

energy usage statistics to track and analyze the
results of various internal emission reduction
programs.
C.For external business development programs,
regularly compare the differences between actual
performance and original estimates, and conduct
follow-up analysis and improvement
7.Description of using internal carbon pricing as a
planning tool
Up to date, the Company has not used internal carbon
pricing as a tool for greenhouse gas emission
reductions
8.Setting climate-related goals
(1) Activities covered by the Company's climate goals
Include all internal and external activities within the Group
(2)Greenhouse gas emission scope of the Company's
climate goals
Include Scope 1 and Scope 2 greenhouse gas emissions from
all Group companies.
(3)The schedule of the Company's climate goals
Based on the emissions in 2021, achieve a 50% reduction in
2030 in expectation.
(4)Use of carbon offsets or renewable energy certificates
(RECs) to achieve relevant targets
A. Carbon sinks of forests.
B. Self-built solar panel generation
9.Greenhouse Gas Inventory and Assurance Status
Although our group is not currently within the mandatory
disclosure industry scope, we have voluntarily conducted a
greenhouse gas inventory within the group and regularly
report the results to the Board of Directors. Since only a few
companies within the group have completed both the
inventory and assurance, the following "1-1 Greenhouse Gas
Inventory and Assurance Status" presents the data
voluntarilycollected and disclosed for theyear 2023.

1-1 Greenhouse Gas Inventory and Verification of the Company in the most recent two years

1-1.1 Information on Greenhouse Gas Inventory

Describe the most recent two years of greenhouse gas emissions (tCO2e), intensity (tCO2e per million), and data coverage

The parent company entity should begin conducting inventories starting in 2025.。
Subsidiaries included in the consolidated financial statements should begin conducting

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==> picture [502 x 697] intentionally omitted <==

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

inventories starting in 2026。
3. 2 Greenhouse Gas Emissions for 2023:
(1) Scope 1 Greenhouse Gas Emissions: Total emissions of 133 metric tons of CO₂e; data
boundary:
A. Key subsidiary: Regal Jewelry Manufacture Co., Ltd.
B. Key subsidiary: Regal Plating Co., Ltd.
(2) Scope 2 Greenhouse Gas Emissions: Total emissions of 3,239 metric tons of CO₂e; data
boundary:：
A. Key subsidiary: Regal Jewelry Manufacture Co., Ltd.
B. Key subsidiary: Regal Plating Co., Ltd .
(3) Scope 3 Greenhouse Gas Emissions: Total emissions of 3,446 metric tons of CO₂e; data
boundary：
A. Key subsidiary: Regal Jewelry Manufacture Co., Ltd .
B. Key subsidiary: Regal Plating Co., Ltd .
4. Greenhouse Gas Emissions in 2024
(1) Scope 1 Greenhouse Gas Emissions: Total emissions of 145.23 metric tons of CO₂e; data
boundary:：
A. Key subsidiary: Regal Jewelry Manufacture Co., Ltd .
B. Key subsidiary: Regal Plating Co., Ltd.
C. Subsidiary Regal Management Solution Co., Ltd .
(2) Scope 2 Greenhouse Gas Emissions: Total emissions of 2,989.57 metric tons of CO₂e; data
boundary:：
A. Key subsidiary: Regal Jewelry Manufacture Co., Ltd.
B. Key subsidiary: Regal Plating Co., Ltd.
C. Subsidiary: Regal Precious Metal Co., Ltd.
(3) Scope 3 Greenhouse Gas Emissions: Total emissions of 4,150.87 metric tons of CO₂e; data
boundary：
A. Key subsidiary: Regal Jewelry Manufacture Co., Ltd.
B. Key subsidiary: Regal Plating Co., Ltd.
C. Subsidiary: Regal Precious Metal Co., Ltd.
1-1-1
Statement on the assurance situation for the two most recent years up to the date of the annual
report's publication, including the assurance scope, assurance provider, assurance standards, and
assurance opinion.
1. The parent company entity shall begin implementing assurance starting from 2027 .
2. Subsidiaries included in the consolidated financial statements shall begin implementing assurance
starting from 2028 .
----- End of picture text -----

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3. Greenhouse Gas Emissions in 2023

(1) Assurance Scope: Includes Scope 1, Scope 2, and Scope 3 greenhouse gas emissions

(2) Assurance Provider： Thailand Greenhouse Gas Management Organization
The 2024 greenhouse gas emissions data is currently under certification by an external certification institution.

1-2 Greenhouse Gas Reduction Targets, Strategies, and Specific Action Plans

State the baseline year for greenhouse gas reduction and its data, reduction targets, strategies, specific action plans, and progress toward achieving the reduction targets.

Baseline year of greenhouse gas reduction: 2021
Baseline year data of greenhouse gas reduction: 7,205.62 tCO2e
Greenhouse gas reduction target: 50% by 2030, 85% by 2035, and net-zero by 2045
Greenhouse gas reduction strategy: (1) Introduce IoT system

(2) Mangrove afforestation program

(3) Solar panel construction program
(4) Establishment of a company specializing in metal recycling and

refining

(九) 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
1. Adopt integrity operation policyand scheme
（1）Does the Company adopt integrity operation policy approved by the Board and clarify the integrity operation policy in its regulations and external documents and the commitment of board of directors and managers to active implementation?			(1) The company has established a "Code of Integrity Management," which has been approved by the Board of Directors. The code not only explicitly requires that directors and senior management provide a declaration of adherence to the integrity management policy, but also mandates that the company and its affiliated enterprises clearly state the integrity management policy in their regulations, external documents, and on the company website, and ensure its effective implementation in internal management and business activities. Specific Measures to Implement the Integrity Management Policy: As of November 14, 2024, all seven directors, including independent directors, have completed signing the "Declaration of Adherence to the	No major differences

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Item			Implementation Status	Difference from the Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies and reasons
	Yes	No	Description
			Integrity Management Policy," achieving a 100% signing rate.
（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?			(2)To implement the risk assessment of unethical conduct and prevent them, besides the "Integrity Operation Principles", the Company has also established "Operating Procedures and Conduct Guidelines for Integrity Management". The Guidelines clearly state the procedures to prevent various types of unethical conduct, and cover the situations listed in the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies in Paragraph 2, Article 7; and the Company’s internal auditors will ch。	No major differences
（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?			(3) In addition to establishing operational procedures in the "Integrity Management Operating Procedures and Code of Conduct," the company also regulates relevant reward and punishment systems, as well as grievance mechanisms. It explicitly stipulates that integrity management must be incorporated into employee performance evaluations and human resources policies, serving as a reference for the regular review and revision of integrity-related policies and operational processes.	No major differences
2. 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?			(1) The Company specifies in the "Operating Procedures and Conduct Guidelines for Integrity Management" that before setting a business relationship with another party, the Company must first assess the legality, integrity management policy and past integrity record of the target party, and ask to include the compliance with the Company's integrity management policy in the terms of the contract when signingthe contract,as well as the	No major differences

105

Item			Implementation Status	Difference from the Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies and reasons
	Yes	No	Description
			method of compensation for damages in the event of unethical conduct.
(2) Does the company have a dedicated unit for promoting corporate integrity management, reporting directly to the Board of Directors, and regularly (at least once a year) providing the Board with updates on its integrity management policies, anti-corruption measures, and the status of their implementation and oversight?			(2)The company has designated the Management Office, which reports directly to the Board of Directors, as the dedicated unit for promoting corporate integrity management. The company actively promotes the "Code of Integrity Management" established by the company. The annual work plan and key responsibilities of the company's integrity management unit are as follows: (1) Assist in integrating integrity and ethical values into the company's business strategy and collaborate with legal systems to establish anti-corruption measures to ensure integrity management. (2) Regularly analyze and assess the risks of unethical behavior within the scope of business operations, and based on this, develop measures to prevent unethical behavior, setting standard operating procedures and code of conduct for related work activities within each measure. (3) Plan the internal organization, structure, and responsibilities, and for business activities with higher risks of unethical behavior, establish mechanisms for mutual supervision and checks and balances. (4) Promote and coordinate integrity policy advocacy and training. (5) Plan a whistleblowing system and ensure its effective implementation. (6) Assist the Board of Directors and management in reviewing and assessing whether the preventive measures established for integrity management are operating effectively, and regularly evaluate the compliance of relevant business processes and prepare reports. Implementation Status: The company's integrity management unit reports to the Board of Directors on related matters at least once a year. The most recent report dates are as follows: (1) February 23, 2023, 18th Meeting of the 5th Board of Directors (2) February 26, 2024, 4th Meeting of the 6th Board of Directors (3)February27,2025,8th Meetingof the 6th	No major differences

106

Item			Implementation Status	Difference from the Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies and reasons
	Yes	No	Description
			Board of Directors
（3）Does the Company work out policies to prevent conflicts of interest and provide proper statement channels?			(3) 1. The Company’s "Integrity Operation Principles" has listed the recusal system for Board directors. If a Board 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 Board director may express his/her opinion and inquiry, but may not participate in discussion or voting on that agenda item, and shall recuse himself or herself from the discussion or the voting on the item and may not exercise voting rights as proxy for another Board director. 2. For each department, it is implemented by each department’s responsibilities and scope, and report directly to the head of department via email.	No major differences
（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?			(4) The Company's accounting system is in accordance with relevant regulations. In addition, the Company has established internal control methods such as "Procedures for Accounting Professional Judgment, Changes in Accounting Policies and Estimates" and "Written Accounting System" as guidelines for compliance. The Company is audited by an independent public accounting firm, and the internal auditors also audit the compliance with these guidelines in order to prevent any possible dishonest behavior.	No major differences
（5）Does the company regularly organize internal and external training on integrity management?			(5) The Company formulated the "Integrity Operation Principles", which was approved by the Board of Directors in June 2015, as a guideline for each enterprise and organization of the Group	No major differences

107

Item			Implementation Status
	Yes	No	Description
			to follow in conducting business with integrity. It specifies the prohibitions and preventive measures for dishonest behaviors, such as anti-corruption and bribery, confidentiality mechanism, anti-monopoly and unfair competition, insider trading prohibition and supervision and reporting, etc. In March 2020, the Board of Directors approved the amendments to establish a mechanism for assessing the risk of dishonest behaviors, and specifies that the audit unit should draw up audit plans on the results of assessments of risk of dishonest behaviors, as well as the procedure of notifying results of the verification in order to enhance the corporate culture of operating business with integrity and the management mechanism. In order to facilitate the Company's Board directors, managers and employees to understand and promote the Group's integrity and ethical standards and to follow them in practice, the Company formulated "Code of Ethical Conduct for Directors and Managers" and "Operating Procedures and Conduct Guidelines for Integrity Management" in June 2015, which included conflict of interest prevention and prohibition of part time, avoidance of profiteering or improper transfer of benefits, fulfillment of confidentiality obligations and prevention of insider trading, fair trade and anti-trust/anti-competitive practices, protection and proper use of company assets, compliance with laws and regulations, encouragement of reporting of any illegal or unethical behavior, prohibition of bribery or acceptance of bribes, creation of an equal opportunity employment environment, maintenance of the workplace environment and the health and safety of employees, and oversight of whistleblower reporting.
3. Operation of the company's whistleblowingsystem

108

Item			Implementation Status	Difference from the Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies and reasons
	Yes	No	Description
(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？			(1) The Company supports an open and transparent ethical culture and encourages internal employees and external personnel to report any non-compliance with laws and regulations or the Company's policies through relevant reporting channels, and allows anonymous reporting (the name, ID card number, address, telephone number and email address of the person making the report are all anonymous). In addition, the Company has established the "Operating Procedures and Conduct Guidelines for Integrity Management", "Integrity Operation Principles", and "Code of Ethical Conduct for Directors and Managers", which describe the reporting system in detail; the specific reporting channels, reward system, and exclusive unit for receiving reports are as follows: 1. Reporting channels: (1) Physical suggestion box (in Thailand) (2) Online complaint channel: exclusive QR code for each department (food and beverage, health, personnel, etc.) (in Thailand) (3) Complaint mailbox: [email protected] (in Taiwan) 2. Reward system:： The Company encourages internal and external personnel to report unethical behavior or misconduct, and if the case is substantiated, the Company will give a reward to the whistleblower according to the reported incident. 3. Exclusive unit: The Company's exclusive unit shall handle whistleblowing cases in accordance with the following procedures： (1) If the report involves general employees, it has to be reported to the head of the department; and if the report involves Board directors or senior executives, it has to be reported to the independent directors. (2) The Company's exclusive unit and the officer or personnel receiving report in thepreceding paragraph	No major differences

109

Item			Implementation Status	Difference from the Integrity Operation Practice Principles for TWSE/GTSM-Listed Companies and reasons
	Yes	No	Description
			has to immediately ascertain the relevant facts and ask for assistance from regulatory compliance or other relevant departments if necessary (3) If it is confirmed that the person being reported has violated the relevant laws and regulations or the Company's policies and regulations on integrity management, the Company has to immediately request the person being reported to cease the relevant conduct and dispose of it appropriately; and if necessary, report the matter to the authorities, refer it to the judicial authorities for investigation, or seek compensation for damages through legal proceedings in order to protect the Company's reputation and rights. (4) Receipt of the report, investigation process, and investigation results should all be kept in written form and kept for five years, and the preservation can also be done electronically. Before the expiration of the storage period, if a lawsuit related to the content of the report occurs, the relevant data has to be kept until the conclusion of the lawsuit (5) If a report is substantiated, the relevant unit of the Company has to review the relevant internal control system and operation procedures and propose improvement measures to prevent the recurrence of the same conduct. (6) The Company's exclusive unit has to report to the Board of Directors about the incident, its handling condition and subsequent review and improvement measures
（2）Has the company set the standard operating procedures and related nondisclosure mechanisms to investigate reported matters?			(2)Has the company set the standard operating procedures and related nondisclosure mechanisms to investigate reported matters?	No major differences

110

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?			(3) The Company has disclosed the latest version of the "Integrity Operation Principles" and "Operating Procedures and Conduct Guidelines for Integrity Management" on the Company's website and on Market Observation Post System (MOPS) respectively. In addition, the Company has also disclosed the status of its fulfillment of the integrity operation on the Company's website for public inspection.	No major differences
4. Enhance information disclosure
Does the company disclose the information of implementation and results of integrity management on its website and the MOPS?			The Company has disclosed the latest version of the "Integrity Operation Principles" and "Operating Procedures and Conduct Guidelines for Integrity Management" on the Company's website and on Market Observation Post System (MOPS) respectively. In addition, the Company has also disclosed the status of its fulfillment of the integrity operation on the Company's website for public inspection.	No major differences
5. 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 major difference.
6. Other important information for better understanding of the integrity operation: In order to continue strengthening the corporate culture of integrity management and to improve the future development of the Company, besides the existing education and training programs for new employees and the internal propaganda of the Company's senior management staff, the Company also intends to normalize and standardize the external training programs which previously held on an irregular basis. By adjusting the training to be held regularly every year and requiring staff at certain level or above to participate in the whole process, the Company's managements will be able to comprehend the latest global concepts, norms and operational strategies related to integrity management, and then review and improve the Company's "Integrity Operation Principles" and "Operating Procedures and Conduct Guidelines for Integrity Management" in order to enhance the effectiveness of the Company's integrity management

Note: Regardless of whether "Yes" or "No" is selected, the operational status should be explained in the summary description section.。

(10) Other Important Corporate Governance Information:：
The material stakeholders of the Company based on its operational attribute: employees, clients, suppliers, investors/shareholders

The issues of concern to stakeholders, communication channels and communication situations in 2024 were reported to the Board of Directors on November 14, 2024.

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Stakeholders	Issues of Concern	Communication Channels	Communication Conditions
Employees	Salaries and Benefits Business Performance Talent Recruitment and Retention Talent Development	 Welfare Committee  Grievance System  Satisfaction Surveys on Catering Services and Training Programs	The Welfare Committee meets once every three months. Complaints can be submitted to senior management through letters or email. In 2024, a total of 82 complaint letters were received, with 59 issues resolved and 9 issues currently being addressed. Main complaint topics: Benefits and interpersonal relationships.  2024 Education and Training Implementation: Topics include occupational safety and health, on-the-job and advanced training, regulatory compliance, environmental sustainability, etc. A total of 9,495 person-times of education and training, with a total of 27,582 hours. Feedback from education and training evaluation questionnaires.  Scholarships provided to support outstanding employees in obtaining higher degrees through the dual-track program.  1 employee obtained a Master's degree in Logistics and Supply Chain Management.  2 employees obtained a Bachelor's degree in Industrial Management.  27 employees obtained a Higher Vocational Education Certificate (two-year program), with 10 more currently

112

			studying.  3 employees obtained a Vocational Education Certificate (three-year program), with 7 more currently studying.
clients	• Innovation Management of Customer Service • Customers Privacy • Ethics and traceability of products and materials	• Email • Conference calls • Trade fairs and exhibitions • Face-to-face meetings	 Daily email communication regarding product development and bulk orders.  Monthly regular follow-up and collaborative strategymeetings
Communities	• Regulation Compliance • Occupational Health and Safety • Human Rights • Environment Management • Community Engagement and Public Welfare	• Exclusive Unit for the Communication between the Company and the Community Residents • Sponsor and Participation in Community Events	 Provide live streaming services for shareholders and investors to watch in real-time and fully participate in the shareholder meeting.  The Chairman and CEO personally attend the shareholder meeting.。  Information such as the shareholder meeting notice, shareholder meeting handbook, meeting minutes, annual report, etc., is disclosed on both the official website and the Market Observation Post System (MOPS).  The company has an email address, allowing investors to inquire and receive responses via email or phone.  Strengthen the management of the four key dimensions of the corporate governance evaluation criteria (including the protection of shareholder rights and equality).  Treating shareholders, strengthening the structure and operations of the board of directors, enhancing information transparency, and promoting sustainable development). The evaluation results demonstrate the overall excellence of the company's governance culture, which also

113

			helps shareholders and investors better understand the company and the group.
Supplier.	Supply Chain Management Compliance with legal regulations	Supplier briefing sessions, various business exchange meetings Project meetings	Regular meetings and communication through video conferencing, phone, or LINE. Irregular visits for discussions.
community	Regulatory compliance Occupational health and safety Human rights Environmental management Community engagement and social welfare	Dedicated department responsible for communication with community residents Sponsorship and participation in community activities	Regal Holdings is like a tree deeply rooted in the earth, dedicated to caring for rural areas and disadvantaged groups, while also protecting the environment and giving back to the community. In 2024, we have led over 100 employees to extend outward like branches, actively participating in social welfare and environmental sustainability activities, creating a better society through concrete actions. 1. Support for Rural Education In terms of supporting rural education, the Chairman acts as a guide, personally leading employees to provide love-filled lunches for children in rural areas. Additionally, we donated water dispensers, computers, computer desks, and other learning equipment to a total of 11 remote schools in Longzicuo, Beibi, and Phutthong. This initiative attracted 111 employees to participate, sowing the seeds of fair and high-quality education for underprivileged students, with the hope that they will grow strong in the future. Through scholarships and grants, we aim to build a solid knowledge foundation for these children, helping them sail toward a future

114

	filled with more
	opportunities.
2.	Support for Vulnerable
	Groups
	Richen Holdings has long
	been concerned about
	vulnerable groups and
	people with physical and
	mental disabilities. We
	regularly sponsor the
	Taiwan Disability Softball
	Association, allowing
	individuals with
	disabilities to enjoy the
	outdoors and the joy of
	sports. At the same time,
	we donate essential
	supplies to elderly homes,
	gathering the strength of
	our employees to bring
	smiles and warmth to the
	elderly, much like the
	sun's rays.
3.	Environmental
	Sustainability
	In terms of environmental
	protection, Richen
	Holdings continues its
	mangrove cultivation
	activities from 2023,
	covering 16,000 square
	meters. In 2024, we
	repeatedly called on
	employees to visit the
	Mangrove Learning and
	Resource Development
	Center in Longzicuo to
	participate in beach
	cleanups. A total of 28
	participants joined,
	learning how small actions
	in daily life impact the
	environment. This not only
	promotes green thinking
	but also turns everyone
	into a guardian of the
	environment.
4.	Community Giving Back
	Richen Holdings also
	actively gives back to the
	community. We donated
	candles, light bulbs,
	essentials, and offerings to
	a temple in Longzicuo to

115

support the religious ceremonies held there and preserve local religious culture. As Thailand is a major center of Buddhist culture, temples play an important role in the local community, not only as centers of religious belief but also as symbols of cultural unity. Furthermore, Richen Holdings built flood barriers for residents in the Lopburi community to improve safety and quality of life. This initiative involved 12 employees and demonstrated our responsibility and care for the community, creating a connection between corporate responsibility and the community. Through these efforts, we hope to create a safer and better living environment for residents. As a company that cares about social and cultural development, Regal Holdings creates a positive impact on society through various social welfare and environmental sustainability activities, strengthening its connection with the local community. In the future, we look forward to Richen Holdings making even greater contributions in social responsibility and leaving a sustainable environment for future generations.

Please refer to List 1, List 2, List 3, 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.

116

(11) Status of Implementation of Internal Control System:
Statement on Internal Control

==> picture [499 x 166] intentionally omitted <==

117

If accountant is engaged to review internal control, the reasons, the accountant's review opinion, the company's improvement measures, and the improvement status of the deficiencies should be listed: None
(12) Major Decisions of Shareholders’ Meeting and Board Meetings as of the Date of this Annual Report:
Major Resolutions of Shareholders’ Meeting and Implementation Status:
- (1) Important resolutions of Shareholders' Meetings and implementation status in May 30[th] , 2024：
- Approved the 2023 Business Report and Financial Report.
- Approved Distribution of 2023 Earnings.
- Implementation status: The Company does not distribute dividends this year.
- Approved Partial Amendments of the Company’s “Articles of Association”.
- Implementation status: The change was sent to the Cayman Islands for registration, and announced on official website.

Approved Partial Amendments to some provisions of the Company’s” Rules and Regulations of Shareholders Meetings”

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

Date	Major Resolutions
2024.02.26 4thBoard meeting in 6thTerm	1. Discussion and Approval of the 2023 Business Report, Financial Statements, and 2024 Business Plan Implementation Status:Included in the agenda for approval at the 2024 Annual Shareholders' Meeting
	2.Discussion and Approval of the 2023 Directors’ and Employees’ Remuneration Proposal Implementation Status: Included in the report items of the 2024 Annual Shareholders' Meeting.
	3. Discussion and Approval of the 2023 Earnings Distribution Proposal Implementation Status: Included in the agenda for approval at the 2024 Annual Shareholders' Meeting.
	4. Discussion and Approval of the 2023 Internal Control System Statement Implementation Status: Approved by resolution of the Board of Directors and duly announced.
	5. Discussion and Approval of the Company's Assessment of the Audit Quality Indicators (AQIs), Independence, and Competency of the Certifying CPA Implementation Status: Approved by resolution of the Board of Directors and duly announced.
	6. Discussion and Approval of the 2024 Audit Fees for the Company and Its Subsidiaries Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.

118

Date	Major Resolutions
	7. Discussion and Approval of Convening the Company’s 2024 Annual Shareholders’ Meeting Implementation Status:Executed in accordance with the resolution of the Board of Directors and dulyannounced.
	8. Discussion and Approval of Matters Related to Accepting Proposals from Shareholders Holding 1% or More of Shares Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	9. Discussion and Approval of the Business Division Organizational Chart of Regal Holding Co., Ltd. Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	10. Discussion and Approval of Amendments to Certain Provisions of the Company's “Audit Committee Charter” Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	11. Discussion and Approval of Amendments to Certain Provisions of the Company's "Board of Directors Meeting Rules" Implementation Status:Executed in accordance with the resolution of the Board of Directors and duly announced.
	12.Discussion and Approval of Amendments to Certain Provisions of the Company's "Shareholders Meeting Rules" Implementation Status: Included in the agenda for discussion at the 2024 Annual Shareholders' Meeting.
	13. Discussion and Approval of Amendments to Certain Provisions of the "Articles of Incorporation" Implementation Status: Included in the agenda for discussion at the 2024 Annual Shareholders' Meeting.
	14. Discussion and Approval of Regal Jewelry Manufacture Co., Ltd. (RJM) Seeking to Endorse and Guarantee Regal Precious Metal Innovation Co., Ltd. (RPM) for a Loan from United Overseas Bank (UOB) Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
2024.05.13 5thBoard meeting in 6thTerm	1. Discussion and Approval of the Company’s 2024 First Quarter Financial Report Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	2. Discussion and Approval of the Appointment of the Company's Internal Audit

119

Date	Major Resolutions
	Manager Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
2024.08.23 6thBoard meeting in 6thTerm	1.Discussion and Approval of the Company’s 2024 Second Quarter Financial Discussion Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	2 Discussion and Approval of the Non-Assurance Services to be Provided by AN-HO KPMG in 2024 Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	3.Discussion and Approval of the Cancellation of Regal Jewelry Manufacture Co., Ltd. (RJM) Endorsing and Guaranteeing Regal Precious Metal Innovation Co., Ltd. (RPM) for a Loan from United Overseas Bank (UOB) Implementation Status: Executed in accordance with the resolution of the Board of Directors and dulyannounced.
	4.Discussion and Approval of the Update Regarding Regal Jewelry Manufacture Co., Ltd. (RJM) Seeking to Endorse and Guarantee Regal Precious Metal Innovation Co., Ltd. (RPM) for a Loan from United Overseas Bank (UOB) Implementation Status: Executed in accordance with the resolution of the Board of Directors and dulyannounced.
	5.Discussion and Approval of Regal Jewelry Manufacture Co., Ltd. (RJM) Seeking to Endorse and Guarantee Regal Precious Metal Innovation Co., Ltd. (RPM) for a Loan from Bangkok Bank (BBL) Implementation Status: Executed in accordance with the resolution of the Board of Directors and dulyannounced.
	6.Discussion and Approval of the Second Phase of the Solar Panel Installation Project for Regal Jewelry Manufacture Co., Ltd. (RJM) Implementation Status: Executed in accordance with the resolution of the Board of Directors and dulyannounced.
2024.11.14 7thBoard meeting in 6thTerm	1.Discussion and Approval of the Company’s 2024 Third Quarter Financial Discussion Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	2.Discussion and Approval of the Company’s 2025 Audit Plan Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	3.Discussion and Approval of Amendments to Certain Provisions of the Company's "Internal Audit Implementation Guidelines" Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.

120

Date	Major Resolutions
	4.Discussion and Approval of Amendments to Certain Provisions of the Company's "Corporate Governance Best Practice Principles" Implementation Status:Included in the report items for the 2025 Annual Shareholders' Meeting.
	5.Discussion and Approval of Amendments to Certain Provisions of the Company's "Accounting Professional Judgment Procedures, Accounting Policies, and Changes in Estimates" Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	6.Discussion and Approval of the Establishment of the Company's "Sustainability Information Management Procedures" Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	7. Discussion and Approval of the Company’s Directors' and Executives' Remuneration Proposal Implementation Status:Executed in accordance with the resolution of the Board of Directors and duly announced.
2025.02.27 8th Board meeting in 6th Term	1. Discussion and Approval of the 2024 Business Report, Financial Statements, and 2025 Business Plan Implementation Status: Included in the agenda for approval at the 2025 Annual Shareholders' Meeting.
	2. Discussion and Approval of the 2024 Directors’ and Employees’ Remuneration Proposal Implementation Status: Included in the report items for the 2025 Annual Shareholders' Meeting.
	3. Discussion and Approval of the 2024 Earnings Distribution Proposal Implementation Status:Included in the agenda for approval at the 2025 Annual Shareholders' Meeting.
	4. Discussion and Approval of the 2024 Internal Control System Statement Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	5. Discussion and Approval of the Company’s Assessment of the Audit Quality Indicators (AQIs), Independence, and Competency of the Certifying CPA Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	6. Discussion and Approval of the Company’s Change of Certifying CPA for Financial Statement Audits Starting from the 2025 Fiscal Year

121

Date	Major Resolutions
	Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	7. Discussion and Approval of the 2025 Audit Fees for the Company and Its Subsidiaries Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	8. Discussion and Approval of the Non-Assurance Services to be Provided by AN-HO KPMG in 2025 Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	9. Discussion and Approval of Amendments to Certain Provisions of the "Articles of Incorporation" Implementation Status: Included in the agenda for discussion at the 2025 Annual Shareholders' Meeting.
	10. Discussion and Approval of Merging the "Risk Management Committee" into the "Sustainability Development Committee" and Renaming it as the "Sustainability Development and Risk Management Committee" Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	11. Discussion and Approval of Convening the Company’s 2025 Annual Shareholders’ Meeting Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	12. Discussion and Approval of Matters Related to Accepting Proposals from Shareholders Holding 1% or More of Shares Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.
	13. Discussion and Approval of the Appointment of the Company’s Internal Audit Manager Implementation Status: Executed in accordance with the resolution of the Board of Directors and duly announced.

(13) Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions Passed by the Board of Directors as of the Date of this Annual Report: None.。

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4.Accountant Fee Information

1. Range of Accountants’ Fees

Unit: NT$000

Name of Accounting Firm	Name of Accountant	Accountants' audit period	Audit Fee	Non-audit Fee	Total	Note
KPMG	CHANG, CHUN-I	2024.01.01-2024.12.31	4,000	─	4,000	-
	CHAO, MIN-JU	2024.01.01-2024.12.31

Please specify the non-audit services (e.g. tax visa, confirmation, or other financial consulting services): None. Note: If the Company changes its accountant or accounting firm during the year, please list the audit period and state the reasons for the change in the remarks column, and disclose the information of audit and non-audit fees paid in order. The non-audit fees should be accompanied by a description of the services provided.

(2) If the accounting firm has been changed or the audit fee paid in the year of changing accounting firm is less than the audit fee paid in the year before change, the amount of the audit fee before, the amount of the audit fee after the change, and the reasons for changes shall be disclosed: None.
(2) If the audit fee has decreased by 10% or more from the previous year, the amount, percentage and reason for the decrease in audit fee shall be disclosed: None.
Information of changing Accountant
(1) Regarding the former accountant：

123

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(1) Regarding the successor accountant：

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Information on whether the company's chairman, general manager, or managers responsible for financial or accounting affairs have, within the past year, been employed by the CPA firm issuing

124

the audit opinion or its affiliated entities: None.

Changes in shareholding and pledge of shares by directors, supervisors, managerial officers, and shareholders holding more than 10% of the company's shares.
(1) Changes in shares of Directors, supervisors, managerial officers, and major shareholders:

Title	Name	Year 2024	Year 2024	Year 2025 as of the Date of this Annual Report	Year 2025 as of the Date of this Annual Report
		Shareholding Increase/ Decrease	Pledged Shares Increase/ Decrease	Shareholding Increase/ Decrease	Pledged Shares Increase/ Decrease
Chairman/ Deputy General Manager, R&D / Major shareholder	Solar Jewelers Group Corp.	─	─	─	─
	Representative： PHACHARAPON PHAIBOONSUNTORN	─	─	─	─
Director / Deputy General Managers, Production	Hyperion Trading Co., Ltd.	─	─	─	─
	Representative： SARAYUTH MUNGCHITVITSAVAKORN	─	─	─	─
Director/ Deputy General Managers, Sales (Note 1)	Orlog Global Co., Ltd.	─	─	─	─
	Representative：LIN, CHIU-I	─	─	─	─
Director	Unique Global Investment Inc.	─	─	─	─
	Representative：LIN, CHIN-SAN	─	─	─	─
Independent Director	LEE, TSUNG-PEI	─	─	─	─
Independent Director	GUAN, JYH-LIANG	─	─	─	─
Independent Director	LIN, JU-YING	─	─	─	─
General Manager	NARISSARRANEE KEATBHOONYARRITH	─	─	─	─

(2) Share transfer with related parties: None
(3) Share pledges with related parties: None

125

8. Information on relationships among the top ten shareholders:

March 31, 2025; 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	%	Shares
Solar Jewelers Group Corp.	13,760,000	35.84%	─	─	─	─	(1) Arianna Investment Co., Ltd. (2)PHACHARAPORN PHAIBOONSUNTORN (3) Profitable Investments Limited	(1) same person (2) same person (3) first-degree relative	─
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. (2)PHACHARAPORN PHAIBOONSUNTORN (3) Profitable Investments Limited	(1) same person (2) same person (3) first-degree relative	─
Representative：PHACHARAPON PHAIBOONSUNTORN	925,800	2.41%	─	─	2,549,559	6.64%			─
Cordelia Global Investment Co., Ltd.	1,655,203	4.31%	─	─	─	─	(1) Olivia Global Marketing Co., Ltd. (2) Morning Star Group Corp. (3) Elemental Creation Inc. (4) Profitable Investments Limited	(1) first-degree relative (2) first-degree relative (3) second-degree relative (4) first-degreerelative	─
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	284,800	0.74%	─	─	1,463,682	3.81%			─
Ausrine Marketing Corp.	1,276,800	3.33%	─	─	─	─	─	─	─

126

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	%	Shares
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. (4) Profitable Investments Limited	(1) first-degree relative (2) first-degree relative (3) spouse (4) second-degree relative	─
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. (4) Profitable Investments Limited	(1) first-degree relative (2) first-degree relative (3) spouse (4) second-degree relative	─
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%			─
PHACHARAPON PHAIBOONSUNTORN	925,800	2.41%	─	─	2,549,559	6.64%	(1) Solar Jewelers Group Corp. (2) Arianna Investment Co., Ltd. (3) Profitable Investments Limited	(1) first-degree relative (2) first-degree relative (3) second-degree	─
Profitable Investments Limited	892,000	2.32%	─	─	─	─	(1) Solar Jewelers Group Corp. (2) Arianna Investment Co., Ltd. (3)Cordelia Global Investment Co., Ltd. (4) Olivia Global Marketing Co., Ltd.	1) first-degree relative (2) first-degree relative (3) spouse (4) second-degree relative	─

127

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	%	Shares
Representative：NATTHANISA PHAIBOONSUNTORN	─	─	─	─	892,000	2.32%	(5) Morning Star Group Corp. (6)PHACHARAPORN PHAIBOONSUNTORN		─

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 Sixth-term B.O.D.; the rest of representatives are the authorized signatory of its own juristic person.

128

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:

9. 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:	9. 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:	9. 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:	9. 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:	9. 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:	9. 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:	9. 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:
March 31, 2025; Unit: shares
Shift in investment	Investment by the Company		Investment by directors, supervisors, managers, direct or indirect controlgroups		Combined investment
	Shares	%	Shares	%	Shares	%
Regal Jewelry Manufacture Co., Ltd.	4,549,998	99.99%	2	0.01%	4,550,000	100.00%
Regal Plating Co., Ltd.	127,500	51.00%	─	─	127,500	51.00%
Regal Management Solution Co., Ltd. (Note 1)	─	─	─	─	─	─
Linden Integrated Co., Ltd. (Note 2)	─	─	─	─	─	─
Reunite Inspiring Creation Co., Ltd. (Note 3)	─	─	─	─	─	─
Regal Precious Metal Innovation Co., Ltd.	999,000	99.90%	1,000	0.10%	1,000,000	100.00%

Note 1: The subsidiary, Regal Management Solution Co., Ltd., had its dissolution approved by the board of directors in November 2023, and the dissolution process was completed in November 2024.

Note 2: The sub-subsidiary, Linden Integrated Co., Ltd., had its dissolution approved by the board of directors in November 2023, and the dissolution process was completed in November 2024.

Note 3: The subsidiary, Reunite Inspiring Creation Ltd., had its dissolution approved by the board of directors in November 2023, and the dissolution process was completed in October 2024.

129

3. Information on Capital Raising Activities

1. Capital and shares

(1) Sources of Capital

1. 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$000
Year/Month	Issued price (NT$)	Authorized Capital Shares		Paid-in Capital		Remarks
		Shares (1,000 shares)	Amount (NT$000)	Shares (1,000 shares)	Amount (NT$000)	Capital sources	Property other than cash offset by the number of shares	Other s
Oct., 2014	10			0.001	0.000001	Established	Established	－
		0.001	0.000001

Dec., 2014	10	60,000	600,000	30,000	300,000	Share Exchange	Share Exchange	－
Feb., 2015	25	60,000	600,000	32,000	320,000	Capital increase by cash	－	－
Sept., 2016	83	60,000	600,000	33,920	339,200	Capital increase by cash	－	－
Apr., 2017	66	60,000	600,000	38,160	381,600	Capital increase by cash	－	－
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	－	－

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						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	－	－

2. Types of Issued Shares

2.Types of Issued Shares	2.Types of Issued Shares	2.Types of Issued Shares
			March 31,2025;Unit: shares
Type	Authorized Capital Shares			Remarks
	Issued Outstanding Shares	Non-issued Shares	Total
Registered Common Shares	38,396,032	21,603,968	60,000,000	－

Information on shelf registration system: Not applicable.

(2) List of major shareholders

March 31, 2025; Unit: shares

Shares Name of major shareholders	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%

(3)Dividend Policy and Execution Status

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Dividend policy as stipulated in the Articles of Incorporation

The Company operates in a niche market characterized by specific demand and customized products, and is currently in a growth stage. The Board of Directors shall determine the distribution of dividends based on the Company's earnings for the respective fiscal year, overall development, financial planning, capital requirements, industry outlook, and future prospects. The Board shall draft a proposal for dividend distribution to be submitted to the shareholders’ meeting for resolution.

During the period when the Company's shares are traded on the Emerging Stock Board or listed on the Taiwan Stock Exchange/OTC, the Board of Directors, when proposing the earnings distribution, shall first allocate from the annual earnings of each fiscal 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.
2 . Proposed Dividend Distribution for the Year:

The earnings distribution proposal for the fiscal year 2024 was approved by the Board of Directors on February 27, 2025, and will be reported to the Annual General Meeting of Shareholders in accordance with the law. The Company does not propose to distribute any dividends for the year 2024。

Forecast of the major change of dividends’ policy: None.
(4) 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 2023, and there is no issuance of bonus shares this time, so it is not applicable.

(5) Employee and Director Compensation
According to Article 14.4 of the Company’s Articles of Incorporation, if the Company

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has earnings in a given fiscal year, no less than 1% of the pre-tax net profit shall be allocated as employee compensation, and no more than 3% of the pre-tax net profit shall be allocated as director compensation. However, if the Company still has accumulated losses, the amount necessary to cover such losses shall be reserved in advance.

The employee compensation mentioned in Article 14.4 shall be distributed in the form of shares or cash, and may include employees of subsidiaries who meet certain criteria, as determined by the Board of Directors of the Company.

The accrued amounts for employee and director compensation in the current period are consistent with the actual distribution amounts. If the Company reports profits for the year, no less than 1% of pre-tax net profit shall be allocated as employee compensation, and no more than 3% as director compensation. However, if there are accumulated losses, the amount needed to offset such losses shall be reserved in advance.

The aforementioned employee compensation may be distributed in the form of stock or cash, and the recipients may include employees of subsidiaries who meet certain criteria. If there is any difference between the actual distribution amount and the accrued amount, the difference shall be treated as a change in accounting estimate and its impact shall be recognized in the profit or loss of the following year.

Board Resolution on the Distribution of Compensation：
(1) For the fiscal year 2024, the Company incurred a net loss after tax and did not generate any profit. In accordance with the Articles of Incorporation, no employee or director compensation was allocated.

If there is any difference between the actual distribution amount and the accrued amount, such difference shall be treated as a change in accounting estimate and adjusted in the accounts of the following fiscal year.

  - (2) Amount of Employee Compensation Distributed in the Form of Stock and Its Proportion to the Current Period’s Net Income After Tax and Total Employee Compensation: None.

Actual Distribution of Employee and Director Compensation for the Previous Year (Including Number of Shares, Amount, and Share Price):

 - For the fiscal year 2023, the Company incurred a net loss after tax and did not generate any profit. In accordance with the Articles of Incorporation, no employee or director compensation was allocated. There was no difference between the actual distribution and the accrued amount.

(6) Repurchase of the Company’s Shares: None
2 Status of Corporate Bond Issuance: None
3 Status of Preferred Stock Issuance: None
4 Status of Overseas Depositary Receipt Issuance: None
5 Status of Employee Stock Option Certificates: None

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6 Status of Issuance of New Shares with Restricted Employee Rights: None
7 Status of Issuance of New Shares in Mergers or Acquisitions or in Transfer of Shares from Another Company: None"
8 Status of Fund Utilization Plan Implementation：
1.Status of Uncompleted Previous Issuances or Private Placements of Securities: None
Completed as of the date of the annual report's printing, but the planned benefits have not yet materialized for the most recent quarter or within the past three years:

None.

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4. Overview of Business Operations

1. Description of the business

1. Description of the business：

The Company is a holding company, with key subsidiaries that have substantial operational functions. These subsidiaries include Regal Jewelry Manufacture Co., Ltd., whose main business activities are the design, manufacturing, and sales of jewelry; Regal Plating Co., Ltd., which specializes in jewelry electroplating processing; and the newly established Regal Precious Metal Innovation Co., Ltd., which focuses on metal recycling and refining services.

2. Operational proportion：

Unit: NT$000; %

Year Major products	Year of 2023	Year of 2023	Year of 2024	Year of 2024
	Amount	%	Amount	%
design, manufacture, and sales of jewelry and accessories	1,078,151	93.86	1,597,219	89.76
Jewelry plating	70,579	6.14	182,138	10.24
Total	1,148,730	100.00	1,779,357	100.00

3. Current product (Service) items：

(1) he jewelry design and manufacture service in brass, 925 silver, and 9K, 10K, 14K, to 18K gold or rose gold, including necklaces, pendants, earrings, brooches, bracelets, beads, rings and cufflinks, etc. In addition, we also provide related products such as metal sheets, findings, chains, accessories and wires.
(2) The plating service for jewelry product, from 1-Tone plating for all kinds of precious metals, to 2-Tone plating and Multi-Tone plating service.
(3) Metal recycling and refining services. Customers give us the silver scrap generated from production processes, and then we recycle them into silver grains of 99.99% purity for customers

4. New products and services to be developed：

In the past, people used to use jewelries as products for their descendants, festivals, etc. The more valuable the jewelries are, the more significant they are to people, but with the changing trend of the times, jewelries are gradually evolving into personalized products that meet the trend of the generations and the expectations of the public. In addition to accumulating a lot of experience and knowledge in jewelry manufacturing, we also

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participate in major jewelry shows around the world every year and keep abreast of international market trends through the media such as news, newspapers, magazines, online media and professional databases in order to create trendy and personalized products.

The Company's future product development directions are summarized as below：

(1) Fashionable products: silver jewelry, pendants, rings, bracelets, earrings, bracelets and necklaces that meet the future trend of Europe and America. Develop convertible combination personalized jewelry, new metal jewelry style, and products of setting-stone-on-wax series.
(2) Themed products like silver jewelry, earrings, necklaces, and bracelets
(3) Brand cooperation: jointly design and produce special jewelry products and 。
distribute them in the Asian market through brand licensing
(4) Strategic cooperation: cooperate with different types of downstream clients to increasem sales channels 。

(2) Industry Overview

1. Current Status and Development of the Industry

(1) Overview of the Jewelry and Accessories Industry

Jewelry was once regarded as rare, precious, and culturally significant, symbolizing status and wealth, while also carrying human emotions and ideas. However, over time, jewelry has evolved, and for modern consumers, it has become a representation of fashion. Wearing jewelry is now seen as a personal style, a statement of fashion and trends, while also serving practical and aesthetic purposes. Recently, with the rapid advancement of technology and the increasing popularity of mobile devices, the jewelry industry has experienced positive market growth. The profits of jewelry brands now come more from well-designed products rather than items focused solely on high-value gemstones.

In today’s jewelry market, brands not only need to offer designs that are creative and unique, but also establish a high-quality image and pricing strategies that attract the general consumer market. Currently, the global jewelry market is highly competitive, with both small businesses and major players vying for market share. The main players use key strategies, such as strategic acquisitions and mergers, product innovation, joint ventures through partnerships, and geographical expansion, to maintain their long-term positions in the jewelry market. Among these strategies, building jewelry brands through collaborations or acquisitions to enhance added value is the most prominent approach.

(2) Development of Jewelry Brands

A. Definition of the Fine Jewelry Industry

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According to the Global Industry Classification Standard (GICS), jointly developed by Morgan Stanley (MSCI) and Standard & Poor's (S&P), the luxury goods industry is officially referred to as the "Apparel, Accessories & Luxury Goods" industry. Its main products include designer handbags, wallets, luggage, jewelry, and watches. Among these, fine jewelry refers to products created through the design, processing, production, and packaging of raw, uncut gemstones, precious metals, or other materials.

In the past, jewelry not only symbolized status and wealth but also carried human emotions and ideas. However, over time, for modern consumers, wearing jewelry is now seen as an expression of personal style, fashion, and trends, while also combining practicality and aesthetics. In recent years, with the aid of technology, jewelry has become increasingly intricate and refined, turning into items that resemble works of art, suitable for collection. As a result, the jewelry industry is no longer just a traditional craft but has evolved into a luxury goods industry that gives life to jewelry through storytelling, while also reflecting individual taste.

B. Overview of the Luxury Goods Industry

According to a report published by McKinsey & Company in 2024, the global luxury goods market is expected to experience a noticeable slowdown in growth over the next few years, although it will maintain moderate growth. Issues related to import tariffs may also impact the U.S. economy, leading many consumers to reduce their luxury goods spending. Luxury goods can no longer rely on significant price increases, and in the face of slowing sales growth, executives in the luxury goods sector will prioritize cost efficiency, focusing on controlling marketing expenditures and personnel costs to maintain profitability. While increasing sales volume can expand business, higher production levels are also essential for sustainability goals. At the same time, product uniqueness and innovation remain just as important.

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Global Luxury Goods Market Size

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Source ： Bain & Company

After a period of rapid growth, the luxury goods industry is expected to experience a slowdown in growth in the coming years. In 2024, the total consumption of personal luxury goods is estimated to be between $330 billion and $340 billion. Recent international economic factors and reduced consumer spending have impacted the core luxury goods market, while domestic demand for luxury goods in China has also shown a noticeable slowdown. Overall, the global luxury goods market is expected to grow at a CAGR of 2-4% from 2025 to 2027. Among personal luxury goods, leather goods and jewelry are projected to see stronger growth compared to other categories, with both categories expected to grow at a rate of 4-6%.

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Personal Luxury Goods Market Size

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Source ： Bain & Company

Looking at the global luxury goods market by region, growth in the luxury goods industry is expected to slow down in 2024, but moderate growth is projected in the coming years. Benefiting from favorable economic conditions, the United States is expected to become the primary growth driver for luxury goods from 2025 to 2027, mainly due to a decline in inflation and an increase in disposable income, which will stimulate interest in luxury goods among the middle class. Additionally, the number of ultra-high-net-worth individuals in the U.S. continues to grow, with an expected annual increase of 5% between 2023 and 2028. In the Asia-Pacific region, emerging markets such as Indonesia and Thailand will also benefit from rapid economic development and urbanization. The steady growth of middle and high-income consumer groups will allow the luxury goods market to continue benefiting.

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Source ： McKinsey & Company

For the luxury goods industry, the future trend will focus on high-end consumers, with very important customers (VICs) becoming the core of growth for luxury brands in the coming years. This high-spending group is relatively less affected by market conditions. Currently, high-spending consumers make up only 2-4% of the luxury goods customer base, but they account for 30-40% of total market consumption. It is expected that they will contribute 65-80% of the growth from 2023 to 2027. Looking ahead, the growth momentum of the luxury goods market will be driven by an increase in consumer confidence, growth in travel spending, greater contributions from the U.S. market, and stable development in China and the Middle East. According to Bain & Company’s estimates, the personal luxury goods market is expected to grow at an annual rate of 5%-7% through 2030, with the overall luxury goods market reaching a size of €540-580 billion by the end of 2030.

C. Overview and Development of the Jewelry Market

Jewelry is one of the oldest forms of personal adornment in history. Whether it's a luxurious diamond necklace or a simple charm bracelet, jewelry instantly enhances the wearer's personal style and confidence. The main revenue sources for the jewelry market come from China, India, and the United States. According to a report by Grand View Research, jewelry spending for wedding ceremonies and celebrations remains a key driver of market growth, especially in India. Additionally, due to changing attitudes,

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men are increasingly open to wearing jewelry, which has become another source of growth for the jewelry market.

In terms of materials, gold jewelry still holds the largest market share, while diamonds are becoming increasingly popular among consumers. Both natural diamonds and lab-grown diamonds, which have gained traction due to the growing global focus on sustainability, are experiencing market growth. Jewelry is expected to be the fastest-growing category from 2025 to 2027, with annual growth rates of 4% to 6%, driven by increasing demand from high-income consumers and continued investments by manufacturers in professional technological research and development.

Consumer preferences are also shifting from non-branded to branded jewelry. Gift-giving and collection are additional growth factors for jewelry sales, with the main beneficiaries being younger and more diverse customer groups. Furthermore, according to Polaris Market Research's forecast, the jewelry industry will continue to grow steadily until 2030.

Global Jewelry Market Value from 2018 to 2030

==> picture [383 x 179] intentionally omitted <==

Source ： Polaris Market Research

Jewelry products are primarily categorized into five major types: necklaces, rings, earrings, bracelets (chains), and others. According to the Grand View Research report, in 2023, rings accounted for the largest share of jewelry sales, with a market share of approximately 33.8%. The growth in global ring sales is largely driven by the increasing demand for wedding rings and the growing preference for rings as fashion accessories. While younger generations may have less traditional views on marriage, they still tend to establish a strong connection between love and rings. As a result, rings, including engagement and wedding rings, remain their preferred choice.

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In addition, another trend in recent years has been the growth in ring sales within the male consumer segment. This growth can be attributed to improvements in men's jewelry design and the rising fashion awareness of men worldwide.

In the bracelet market, the increasing popularity of cross-cultural designs has been a key factor driving global demand for bracelets. Products inspired by Egyptian, European, and Italian cultures are expected to attract significant attention in the foreseeable future.

Earrings are generally considered one of the most eye-catching pieces of jewelry and are often worn in combination with other accessories such as necklaces or bracelets. Their ease of use has made them one of the most frequently worn jewelry items. Therefore, the growth in demand for necklaces, bracelets, and other jewelry may also contribute to an increase in earring sales.

Overall, the jewelry market is showing clear trends in various product categories, with rings leading the charge due to their cultural and symbolic importance, while earrings and bracelets benefit from ongoing design innovation and fashion integration.

Relationship Between Upstream, Midstream, and Downstream in the Industry

The jewelry and luxury goods industry has a long history and is one of the most time-honored industries. Its industrial chain is highly developed and mature. Based on the structure of the supply chain, it can be divided into three segments:

Upstream suppliers of raw materials and equipment, who mainly provide precious
metals, gemstones, and production equipment necessary for jewelry manufacturing;
Midstream design and manufacturing companies, which focus on jewelry design,
component and mold production, automated processing equipment, and subsequent manufacturing and sales;
Downstream distributors, who reach end consumers through global and regional
brand channels in the retail market.

With the rapid development of e-commerce and social media, downstream

companies are actively establishing their own e-commerce platforms and social media channels to explore new sales avenues.

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Our company specializes in the design, manufacturing, and sales of jewelry products, placing us in the midstream segment of the industry. We source a variety of raw materials from upstream suppliers—such as gold, silver, and platinum—and then proceed through various production stages including design, molding, casting, stamping, grinding, gemstone setting, welding, polishing, electroplating, and packaging. The finished products are then delivered to downstream distributors, who sell them to the end consumers.

Below is a diagram illustrating the relationship between the upstream, midstream, and downstream segments of the industry in which our company operates：

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3. Various Product Development Trends

(1) Customized Craftsmanship

In terms of product design and manufacturing, our company places great emphasis on various craftsmanship techniques involved in jewelry production. Our products primarily feature metal casting and hand-set stones, and include items such as pendants, rings, bracelets, earrings, bangles, necklaces, cufflinks, and brooches. Moving forward, in addition to continuously accumulating experience and knowledge in jewelry manufacturing, we will integrate aesthetic design with advanced craftsmanship to make our products more user-friendly and customizable. This 。 foundation will enable us to continually innovate and explore new frontiers.

(2) Emphasis on Design Distinction

With the shift in consumer habits, today’s younger generation shows a preference for personalized and refined products in their purchasing behavior. They are drawn to jewelry that features delicate, compact, and intricately crafted designs without being

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overly elaborate, often paired with flexible color combinations. Jewelry that appears bold yet minimalist tends to appeal more to professional women, while fashion-forward pieces that emphasize design and personal taste are favored by the mid-to-high-end consumer segment.

In response, our company continually explores ways to align jewelry design features with consumer preferences. Our goal is to create pieces that not only embody vibrancy, fun, fashion, and elegance, but also reflect the wearer’s unique sense of personal style.

(3) Leading Fashion Trends

The accuracy and timeliness of forecasting fashion trends and acquiring relevant information are crucial in the jewelry and luxury goods industry. Understanding current trends and using that knowledge to provide customers with the latest product selections is essential. Furthermore, enhancing the closeness of supply and demand, maintaining strong relationships, and fostering interactive communication are key challenges for jewelry design and manufacturing companies.

To address this, our company collects and forecasts international trend information through databases, various print and online media, in order to stay ahead of future fashion movements. We use this valuable data to design corresponding jewelry styles, combining different colors and aesthetics to create products that lead the next generation of trends. Each year, our company plans multiple new design collections and launches new products every season, allowing customers to select from the latest designs. Adhering to the principle of customization, we aim to stay at the forefront of fashion trends and provide our customers with the latest insights.

4. Competitive Landscape

Our company operates within the fast-paced fashion industry, where product updates are rapid and styles are constantly evolving. While there are many jewelry manufacturers, most of them are small-scale factories that primarily focus on copying existing products and are unable to set trends. In light of this, our company avoids competing in the highly competitive low-price market and instead targets a niche market focused on small-batch, highly customizable products.

In addition to producing exquisite jewelry for our customers, we offer customization services where clients can choose from designs created by our in-house team. Skilled artisans then craft the pieces with exceptional craftsmanship. A prime example of this

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is our collaboration with internationally renowned jewelry brands, where our rose gold and K-gold series products have gained significant recognition.

Manufacturers who lack forward-thinking design capabilities, refined craftsmanship, and production flexibility find it difficult to enter this market segment. Therefore, for our company, there remains substantial room for growth and the potential for continued expansion in the future.

(3) Technology and R&D Overview

Technology Level and Research & Development of Our Business

The traditional jewelry industry is a highly labor-intensive sector, characterized by complex procedures, long production times, and inconsistent product quality. In terms of process, the design phase begins with the designer sketching the concept and style. Afterward, the jewelry prototype is crafted manually before proceeding to stages such as molding, casting, stamping, polishing, gemstone setting, welding, polishing, electroplating, and packaging.

To meet the diverse needs of our customers, our company combines technology with traditional craftsmanship. From the very beginning of the design process, we utilize advanced 3D computer-aided design (CAD) software to create 3D models, allowing us to communicate and make modifications with customers, thereby reducing manual labor time. Additionally, we use 3D printing to create wax models for jewelry before moving on to casting and other production processes.

In terms of production processes, we have improved several manufacturing techniques to stay ahead of industry standards. Coupled with professional technicians, we ensure the creation of exquisite and high-quality jewelry pieces. These advancements in technology have also enabled us to collaborate with various internationally renowned brands.

Currently, our R&D department consists of over 200 personnel, including more than 100 designers and pattern makers involved in product design and development. Their strong creative capabilities are a key competitive advantage for our company in expanding our market reach. Looking ahead, we will continue to train designers, develop more unique products, and invest resources into researching and improving our production techniques and equipment to drive our sustained growth.

Research & Development Expenses for the Most Recent Year and Up to the Date of Publication

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Unit: NT$000; %	Unit: NT$000; %	Unit: NT$000; %
Year Item	Year of 2023	Year of 2024
R&D Expenses	66,425	65,263
Revenue	1,148,730	1,779,357
R&D Expenses to Revenue %	5.78	3.67

3. Technologies or Products Successfully Developed in the Most Recent Year

To maintain innovation and strengthen our competitive edge, our company began implementing an intellectual property (IP) management program in 2022, encouraging employees to brainstorm and propose new technological advancements and product designs.

As of the 2024 fiscal year, our IP management plan and its progress were reported to the Board of Directors on November 14, 2024. During 2024, the company did not apply for patents for any new technologies or products.

However, we will continue to enhance product design and development, as well as actively pursue applications for related intellectual property rights. For further details about our intellectual property management plan, please refer to page XXX of the annual report.

(4) Short-Term and Long-Term Business Development Plans
1. Short-Term Development Plan
  - (1) Business Strategy：
    - A. Expand the business team to serve more customers, continuously track market trends, and strengthen responsiveness to global changes, while developing diverse and unique products that align with fashion trends.
    - B. Optimize the R&D technical team to enhance the precision and complexity of design craftsmanship, thereby increasing the added value of products.
    - C. Strengthen customization capabilities to offer comprehensive and diverse personalized solutions, meet the varied needs of all customers, and enhance customer loyalty.
    - D. Adjust the allocation of core customer orders and factory manpower to maximize 。
    - output per unit and achieve growth in gross profit
E. Continue to strengthen investment in ESG (Environmental, Social, and Governance)

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issues to enhance the group's competitiveness and management capabilities in ESG matters.

(2) Business Objectives：

A. Trendy Products: Continue to develop a complete range of jewelry pieces that align with future fashion trends.
B. New Material Products: Promote lightweight luxury precious metal jewelry pieces.
C. Mid- to High-End Jewelry: Adjust the company's order allocation to align with current trends in the jewelry industry and leverage the company's competitive advantages to strengthen the acquisition of mid- to high-end fine gold jewelry orders.
D. Green Jewelry Products: Leverage the RPM company's ability within the group to produce recycled silver that meets the RJC CoC international certification, actively developing customer and ESG-related opportunities.

(3) Research and Development Plan：

A. Enhance product development capabilities by combining aesthetics and craftsmanship, offering more unique and personalized products to meet the one-stop service needs of diverse customers.
B. Continuously enhance the company's ability to design more advanced products and precision molds, improving product yield and diversity, and utilizing advanced prototyping equipment to meet customer demands.
C. Enhance the automation R&D process-related equipment required for mid- to high-end products to improve manufacturing processes, while reducing production time, enhancing product quality, and lowering production costs.
D. Continue to invest in patent applications for various types of jewelry and related structural designs, developing intellectual property with high added value.

2. Long-Term Development Plan

(1) Business Strategy：

Continue to monitor market trends and strengthen responsiveness, while leveraging

the company’s existing competitive advantages and core strengths to develop products that meet customer and consumer needs. In addition, the company is striving to become the "ultimate jewelry partner" for its clients by formulating tailored collaboration models based on customer profiles, understanding their unique DNA, and truly delivering value-added services. For new customer development, the company will target prospects based on predefined brand positioning categories and expand its product offerings accordingly.

(2) Operations Management：

A. Automation and Lean Initiatives:

Continuously invest in automated machinery and equipment, and implement Lean Projects. After completing the upgrade of the group’s ERP system, we will

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continue to streamline unnecessary steps in our processes to improve development efficiency.

B. Raw Material Procurement:

Regarding raw material sourcing, in addition to maintaining relationships with existing suppliers, we are actively preparing second and third supplier sources to safeguard against potential supply chain disruptions. Furthermore, in response to the growing global emphasis on sustainability and human rights within the jewelry industry, we are replacing suppliers for raw materials sourced from higher-risk regions and proactively implementing related risk management measures.

C. Personnel Training and Knowledge Management:

We continuously arrange various in-house training sessions and external educational programs—from enhancing the skills of production line employees to developing managerial talent. We encourage our staff to acquire multi-functional skills and are implementing the KM Project to establish a robust knowledge management framework that ensures effective knowledge transfer within the company, thereby strengthening the group’s competitiveness. In addition, we have firmly implemented a performance management system to achieve our lean management goals.

D. Financial Management:

On the financial front, we are strengthening risk control mechanisms and developing financial demand plans for the short, medium, and long term. These plans are reviewed in line with the group’s development strategies to ensure liquidity remains secure. At the same time, we continuously adjust our positions with a conservative hedging strategy to mitigate risks arising from international exchange rate fluctuations and raw material price volatility.

E. Sustainability Initiatives:

In terms of sustainability, we conduct carbon accounting and set benchmarks to reduce the group’s carbon footprint. We are increasing the proportion of renewable energy used by the company and improving the transparency and traceability of the materials we use. Additionally, we promote awareness and foster green habits among our employees through various initiatives.

(3) Vertical Integration：

As the jewelry and fashion industry continues to evolve, brand clients are placing increasing emphasis on environmental concerns related to production cycles. Many have begun adopting the standards set by the Responsible Jewellery Council (RJC) as criteria for selecting suppliers. In response to this industry trend, the company’s Board of Directors approved the establishment of RPM, a dedicated metal refining subsidiary,

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in March 2022. In 2023, RPM obtained both RJC COP and CoC international certifications. This initiative not only reduces the costs previously incurred through outsourced refining services but also enables the company to further explore opportunities with RJC-certified suppliers and offer in-house metal refining services to its clients.

Our management team and all employees will continue to strive toward the vision of becoming “the most valuable jewelry enterprise in the world.” Guided by our five core values— Passion, Achievement, Responsibility, Teamwork, and Inspiration —we are committed to overcoming future business challenges and continuously strengthening our systems, production processes, and management practices. In the face of evolving market dynamics, we will remain focused on deepening our expertise in jewelry design and enhancing product value. These efforts aim to further boost our competitiveness, growth potential, and profitability—ultimately delivering greater returns to our shareholders.

「 We are a passionate and wise team, able to build an environment with joy and sustainable developments. Create fashionable and lovable luxury products that are used to cherish and commemorate touching moments in life. 」

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

(1) Market analysis
Sales areas of major product

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Unit: NT$000;%

Year Sales Area	Year of 2023	Year of 2023	Year of	2024
	Amount	(%)	Amount	(%)
Domestic	392,996	34.21	820,774	46.13
Overseas	755,734	65.79	958,583	53.87
Total	1,148,730	100.00	1,779,357	100.00

The Future of the Market: Supply and Demand Conditions and Growth Potential In the process of branding, the jewelry industry also faces challenges due to the development of modern technology and changing consumer behavior (Van Gelder, 2005). (1) Technological Convenience: The Impact of Modern Virtual Channels on the Jewelry Market

With the increasing prevalence of modern mobile technology and the internet, the development of online virtual channels has expanded the jewelry market beyond the traditional reliance on offline physical channels. In the past, offline physical stores dominated the jewelry market, mainly because most consumers had to rely on physical outlets to purchase jewelry. However, with the advancement of technology and the times, online virtual channels have grown rapidly. In addition to basic online payment functions, some jewelry brands have even introduced "virtual try-on" services that integrate AR and VR technologies, allowing consumers to simulate how they would look wearing jewelry in front of their computers.

Today, the boundaries between offline physical stores and online virtual channels have become increasingly blurred. Companies are investing resources to create integrated "omni-channel marketing," where online and offline channels converge. By integrating various resources, businesses aim to provide consumers with a consistent, harmonious, and personalized shopping experience across all channels. This strategy not only helps differentiate the brand from competitors and gain crucial competitive advantages but also enhances the brand's competitiveness and brand equity.

(2) Shift in Consumer Behavior: The Erosion of the Jewelry Market by Counterfeit Products

Counterfeit products are a critical issue that must be addressed in the jewelry brand industry (Olsen, JE, Granzin, KL, 1992; Carty, 1994). When the supply side reduces production costs, it naturally creates a price advantage, making it easier for consumers to obtain the products they desire to fulfill their own interests. However, when low-priced counterfeit products or imitation brands emerge, and their quality fails to meet standards, consumers will find it difficult to differentiate them in a market characterized by information asymmetry. The fear of being deceived often leads to a lack of trust in

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jewelry products, which results in consumers spending less on jewelry and redirecting their money to other purposes. Therefore, the erosion caused by counterfeit products in 。 the jewelry market should not be underestimated.

(3) The Disadvantage of Country of Origin Image: Concerns of Emerging Countries

In the jewelry supply chain, product manufacturing is often carried out through OEM outsourcing in emerging countries, and then sold by brand owners. Over time, the profits for brand owners far outweigh those of OEM manufacturers. To generate more profit, OEM manufacturers must build their own brands to create added value. However, products made in emerging market countries have often been associated with poor quality or a high prevalence of counterfeit goods. For OEM manufacturers aiming to build jewelry brands, the image of their country of origin not only puts them at a disadvantage when developing a brand, but it can also hinder the growth of jewelry sales due to consumers' preconceived notions of the abundance of counterfeit products.

Currently, many jewelry brands come from advanced countries known for their fine craftsmanship and fashionable designs. Consumers rely on the brand's country of origin to ensure the quality, appearance, and design style of the products they purchase. Therefore, when building a jewelry brand, OEM manufacturers from emerging countries face not only the impact of their country's image and pressure from brand clients, but also a significant challenge from consumer skepticism.

3. Competitive Niche

(1) Quality and Reputation: The products sold by our company undergo strict quality control and are subjected to rigorous safety and heavy metal content testing. In addition, our company undergoes annual third-party inspections commissioned by clients to assess the factory environment, production processes, and employee safety, in order to obtain various certifications. Through years of dedication in market development, our product quality and company reputation have been highly recognized and certified by renowned clients in Europe, the U.S., and other regions.
(2) Professional Design and R&D Team: Our main clients are international large corporations, and each brand has its own unique product characteristics, such as focusing on fashion trends, practicality, personalization, or diversification. In order to keep up with fashion trends and stay at the forefront, our company not only focuses on marketing and business development but also spares no effort in cultivating a professional design and R&D team. As a result, we have the ability to independently develop products. Our products are designed by professional designers who specialize in their respective areas, ensuring expertise while staying in tune with market trends. Additionally, our company has long been gathering market and customer information and actively participates in major global jewelry exhibitions every year to collect business intelligence and understand fashion trends. Therefore, the products we design are often able to align with market trends and meet customer needs and preferences, showcasing a high level of customization.

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(3) Exquisite Craftsmanship: In addition to staying in tune with market trends and aligning with customer preferences to design a wide variety of beautiful jewelry styles, our company also works with many skilled craftsmen. These artisans use their meticulous craftsmanship to create products that possess artistic aesthetics and are of superior quality, which is why they are highly favored by our clients.
(4) Flexible Manufacturing Capability: Unlike many competitors in the market that produce using a single material, our company possesses flexible production capabilities, allowing us to diversify production based on the specific attributes of different products. We are able to manufacture jewelry in various materials, such as silver, copper, and gold. In addition, our company can create different styles based on customer demands and market product trends, which enhances our competitive edge.
(5) Comprehensive Customization and Integrated Service: Our primary clients are international large corporations, for whom product design and quality are of utmost importance. In addition to staying up-to-date with market trends, we are able to fully understand customer needs at every stage, swiftly completing customized design drafts for selection and prototype development. This enables us to quickly proceed with production. Our one-stop, comprehensive service is a key advantage, allowing us to maintain long-term, positive relationships with our clients. As a result, our product quality is highly trusted by our customers.
Positive and negative factors for future development, and response to such factors
(1) Positive factors
- A. One-stop complete service

The Company has a complete jewelry production capability, starting from design, to the process of molding, casting, stamping, grinding, gem-setting, soldering, polishing, plating and packaging, etc. We have all the relevant technologies, so we have greater flexibility to quickly complete the modification of customized design drawings and samplings and enter the production process, while taking into account the quality and customer time requirements, so we have become the supplier of internationally renowned brands .

B. R&D staffs are familiar with industry skills and have strong R&D capabilities The jewelry and boutique industry is closely related to fashion, being highly sensitive to product popularity, design appeal, and personalization. Therefore, our company actively trains designers who are responsible for product design, while also gathering market intelligence and participating in major global jewelry exhibitions to stay in tune with market trends and customer insights. In addition to enhancing our customization capabilities, we also provide rich designs that align with market trends to meet the needs and preferences of our customers.
C. Maintain excellent relationships with internationally renowned brands through flexible service

Our major clients are internationally renowned jewelry brands or regional brands, and with our flexible services model, we are able to complete customized demands for our clients; therefore, we have established stable relationships with them to expand our business operations.

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(2) Negative factors and Responses

A. Price fluctuation of raw materials

Since the main production materials of the jewelry industry are precious metals, their prices are easily affected by fluctuations in the international market, which can easily affect production costs and quotations, thus posing operational risks.

Response：

When we take orders from customers, we will refer to the most recent market price of raw materials before quoting to customers in order to reduce the risk of profit erosion due to changes in raw material costs. In addition, we also track the market price of raw materials and adjust the safety stock in accordance with the market trend in order to cope with the risk of the price fluctuation of raw material affecting the supply.

B. Increase of labor costs

The jewelry industry is both labor-intensive and skill-intensive, and it is not easy to train skilled craftsmen. The basic wage in Thailand has been adjusted since 2019, and it has continued to adjust in recent years. As the Thailand economy continues to grow, the human resources are scattered across various industries, making it difficult to find new talent with a passion for the jewelry industry and putting pressure on the Company's operations .

Response：

Since the jewelry industry still emphasizes the quality of craftsmanship, we have divided the production process into eight parts and introduced automatic production for some processes and improved production procedures. We also use appropriate technique specialization to achieve the training of new personnel in a short period of time, to improve quality and speed, and to reduce the processing and manufacturing time, so as to reduce the risk of wages increases. For the rise of labor cost, we will reflect in the quotation of our clients in a timely manner, so that we can provide high quality and high workmanship products without compromising the Company's revenue.

C. Sales are concentrated

The Company's biggest client is a leading brand in the jewelry market, whose products are well received by consumers and whose revenue has been increasing year after year. As an important supplier to this customer, the Company's orders continue to increase as the customer grows, resulting in a concentration of sales .

Response：

In addition to our biggest client, we also have long-term relationships with other major clients in Europe and US. With sufficient design capacity and comprehensive services, we are able to meet the various needs of our clients and have formed a regular supply chain due to the quality of our products. However, in order to reduce the risk of concentration of sales, we will continue to make efforts to develop new

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customers based on our pre-defined brand positioning type and expand our product range to accessories and other processing services. In addition, we will also continue to enhance our ODM business and actively focus on evaluating the possibility of cross-industry cooperation. We will strengthen our relationship with our various customers through different strategic business models and continue to increase the number of customers in order to achieve the goal of diversifying the dependence of customers .

(2) Major usage and manufacturing processes for main products

1. Major usage

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

2. Manufacturing processes

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Casting
Stone setting
磨光拋光電鍍包裝
焊接
沖壓
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(3) Supply situation of main raw materials:

Main raw materials	Main suppliers	Supply condition
silver	Supplier A, Supplier B, Supplier C	Well

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(4) List of major suppliers and customers
Names, Purchase amount and Proportion of suppliers that accounted for more than 10% of the total net purchase in any one of the last two years, together with the reason for its increase or decrease.

Unit: NT$000; %

		Year of 2023	Year of 2023	Year of 2023		Year of 2024	Year of 2024	Year of 2024
No.	Name	Amount	Ratio of annual net purchase	Relationship withtheissuer	Name	Amount	Ratio of annual net purchase	Relationship withtheissuer
1	Supplier B	150,087	21.91	None	Supplier C	342,245	29.95	None
2	Supplier A	97,827	14.28	None	Supplier D	208,281	18.23	None
3	Others	437,064	63.81	None	Others	592,223	51.82	None
	Net Purchase	684,978	100.00		Net Purchase	1,142,749	100.00

Description of the amount changes of major suppliers:

(1) Company A and Company B are important suppliers of recycled silver for our company, while Company C is an important supplier of recycled gold.
(2) Due to the price increase by Company B in 2024, our company has found an alternative supplier, resulting in a decrease in the purchasing ratio from Company B.
(3) In 2024, due to the increased market demand for customer products, the purchasing ratio from Company C has increased.
Names, Sales amount and Proportion of customers that accounted for more than 10% of the total net sales in any one of the last two years, together with the reason for its increase or decrease.

Unit: NT’$000; %

		Year of 2023	Year of 2023	Year of 2023		Year of 2024	Year of 2024	Year of 2024
No.	Name	Amount	Ratio of annual net sales	Relationship withtheissuer	Name	Amount	Ratio of annual net sales	Relationship withtheissuer
1	Customer D	332,644	28.96	None	Customer D	760,642	42.75	None
2	Customer A	144,881	12.61	None	Customer A	158,609	8.91	None
3	Others	671,205	58.43	None	Others	860,106	48.34	None
	Net sales	1,148,730	100.00		Net sales	1,779,357	100.00

Description of the amount changes of major customers:

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(1) Customer A is a well-known jewelry brand from Denmark, with a strong design and marketing team. In 2024, benefiting from the recovery of the travel market and strong growth in high-end consumer demand, their sales performance in Europe and the Middle East improved. As a result, our company's net sales to Customer A have grown compared to the same period in 2023.
(2) Customer C is an internationally renowned fashion jewelry retailer. In 2024, benefiting from the increased demand for gold jewelry and our company's proactive efforts in securing new orders, the net sales to Customer C have grown compared to the same period in 2023.

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

Unit: person; %

					Unit:person;%
Year			Year 2023	Year 2024	As of the Date of February29,2025
Employee Number	Managerial staff		58	64	64
	General Staff		544	534	528
	Production staff		1942	1825	1825
	Total		2544	2423	2417
Average Age			33.51	33.98	33.98
Average		Seniority	6.8	7.18	7.18
Education Distribution Percentage		Ph. D	0	0	0.04
		Master	0.90	0.99	0.83
		College	15.92	16.92	16.96
		High School	20.40	20.76	20.98
		Below High School	62.78	61.33	61.19

4. Disbursements for environmental protection

(1) Losses incurred due to environmental pollution (including compensation) and disposal. In recent years and up to the date of the annual report publication, our company has not incurred any losses or penalties due to environmental pollution.
(2) 2024 Annual Environmental Expenditure Report for Our Thailand Facility (Regal Jewelry Manufacture Co., Ltd.)

ses incurred due to environmental pollution (including compensation) and disposal. n recent years and up to the date of the annual report publication, our company has not curred any losses or penalties due to environmental pollution. 4 Annual Environmental Expenditure Report for Our Thailand Facility (Regal Jewelry anufacture Co., Ltd.)	ses incurred due to environmental pollution (including compensation) and disposal. n recent years and up to the date of the annual report publication, our company has not curred any losses or penalties due to environmental pollution. 4 Annual Environmental Expenditure Report for Our Thailand Facility (Regal Jewelry anufacture Co., Ltd.)	ses incurred due to environmental pollution (including compensation) and disposal. n recent years and up to the date of the annual report publication, our company has not curred any losses or penalties due to environmental pollution. 4 Annual Environmental Expenditure Report for Our Thailand Facility (Regal Jewelry anufacture Co., Ltd.)	ses incurred due to environmental pollution (including compensation) and disposal. n recent years and up to the date of the annual report publication, our company has not curred any losses or penalties due to environmental pollution. 4 Annual Environmental Expenditure Report for Our Thailand Facility (Regal Jewelry anufacture Co., Ltd.)
Unit: New Taiwan Dollars(thousands)
		Operating	Capital
Category	Description
		Expenses	Expenditure

1.Direct Costs for Reducing Environmental Impact
(1) Pollution Control	Including air pollution control costs, water pollution control costs, and other pollution control costs.	187	-
(2) Energy Consumption Reduction	Costs incurred to save electricity consumption.	-	24,537
	Costs incurred for saving resources by using recycled gold and silver as substitute materials.	5,480	-
(3)Reduction of Greenhouse Gas Emissions	Including (1) software for monitoring greenhouse gas emissions, and (2) other costs associated with reducing direct	78	17

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	greenhouse gas emissions.
(4)Waste Disposal	Costs for handling industrial waste and general waste disposal.	-	277
2.Indirect Costs for Reducing Environmental Impact	Including (1) employee environmental education expenses, (2) environmental management system framework and certification acquisition costs, and (3) environmental impact monitoring costs.	259	-
3.Other Environmental-Related Costs	Costs for soil remediation and natural environmental restoration.	104	-
Total		6,108	24,831

(3) 2024 Annual Environmental Expenditure Report for Our Thailand Facility (Regal Jewelry Manufacture Co., Ltd

24 Annual Environmental Expenditure Report for Our Thailand Facility (Regal Jewelry anufacture Co., Ltd	24 Annual Environmental Expenditure Report for Our Thailand Facility (Regal Jewelry anufacture Co., Ltd	24 Annual Environmental Expenditure Report for Our Thailand Facility (Regal Jewelry anufacture Co., Ltd
Unit: New Taiwan Dollars(thousands)
Category	Description	Benefits
1.Cost Savings from Environmental Initiatives	Save electricity	6,100
2.Economic Benefits of Industrial Waste Recycling and Reuse	Including the recycling of waste chemicals, waste metals, and other waste materials.	1,191
Total		7,291

5. Labor relations

(1) List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests:
Welfare measures for employees:
- Employee compensation: Article 14.4 of the Company's Articles of Memorandum stipulates that the Company shall set aside not less than one percent of its net profit before tax as employee compensation in the event that the Company makes a profit in the year. And the Company also pays extra allowance to each employee every month according to their productivity and language ability, and has an annual employee appraisal system to evaluate the performance of each employee in the past year and adjust their salary .
Employee benefit measures：
- The Company's “Code of Practice on Sustainable Development” specifies that in order to ensure the recruitment, retention and encouragement of human resources, the Company provides employee benefits such as year-end bonuses, birthday gifts, and wedding and funeral subsidies. And the Company also provides annual health checkups

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to take care of employees' health.

Workplace diversity and equality: The Company specifies in the “Human Rights Policy” that there is no discrimination in hiring, compensation, access to training,promotion, termination or retirement based on race, caste, national origin,religion, age, disability, gender, marital status, sexual orientation, unionmembership or political affiliation. In addition, since the establishment of the Company, the great emphasis on the workplace equality have been placed, so there is no "glass ceiling" issue and women currently make up approximately 50% of the Company's management .
Appropriately reflected operational performance or results in employee compensation: The Company's salary is based on the market salary, the Company's operation and the general economic situation, and the competitiveness of the Company's future development, and the Company's operating performance or results are reflected in the employees' salary as appropriate. In addition, the Company's performance bonuses are paid based on the Company's operating performance and after evaluating the performance of individual employees, in order to reward their contributions and motivate them to continue their efforts .
(2) 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: The Company has not suffered any loss due to labor disputes in the most recent two years and up to the date of publication of the Annual Report.

6. Information security management

The company’s information security management framework and policy were reported to the Board of Directors on February 23, 2023, and the concrete management plan for 2024 was reported to the Board on November 14, 2024.

One information security officer has been appointed and reported to the Board on August 19, 2022.

One chief information security officer has also been appointed and reported to the Board on 。 February 23, 2023.

(1) Management structure

In order to protect information assets from risks caused by external threats or improper management and use by internal personnel, the Company has established the "Regal Holding Information and Communication Security Team" to coordinate management plans, maintenance plans and resource deployment. The team consists of (1) convener, (2) head of information security, and (3) information security personnel. The convener is the CEO and the head of information security of the Company is responsible for coordinating and promoting information security related management matters. The information security personnel members are the supervisors of each unit in the IT department and assist the head

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of information security in implementing various information security related plans. The audit office is responsible for recording information security-related meetings, the record of information security incidents and implementing internal information security related audit plans.

(2) Information and community security policy

The Company's information and communication security policy covers the Company and its subsidiaries. In order to ensure that all hardware, software, data and communications of the Company operate properly and are protected from human deliberation or accidental threats, the Company focuses on system, technology and procedures to reduce information security threats and establish a secured information environment simultaneously, and continuously reviews the management cycle of Plan-Do-Check-Act (PDCA) for improvement. The "Plan Phase" focuses on information security risk management, firstly, the Company's information and communication security team identifies relevant risk factors and then formulates specific management plans. In "Do Phase" the Company constructs various information security measures, in addition to implementing management plans in daily operations, we also continue to introduce new information security technologies and conduct internal information security promotion to maintain the confidentiality, integrity and availability of the Company's information assets. The "Check Phase" will actively monitor the effectiveness of information security management plans, measure and quantify information security management plans based on audit results, and rehearse the response mechanism in case of information security incidents through regular simulations. The "Act Phase" is based on review and continuous improvement, the Company implements supervision and auditing, and regular review the information security regulations and management programs. If employees violate the relevant regulations and procedures, they will be dealt with relevant measures, and penalties will be imposed depending on the violation.

The Company's information and community security policy can be divided into six major principles, which are outlined below:

(1) Account and permission management

All information equipment and systems such as mainframes, systems, databases, etc. are password-controlled, and all employees are responsible for the safekeeping and use of accounts and passwords.

(2) Regular backup and effective restoration

The backup operation plan is established for information systems and databases, and the recovery and update of the plan are practiced regularly.

(3) Personal computer security

All Company employees are required to install anti-virus software on their personal computers and regularly update virus codes and the system vulnerabilities, and are strictly prohibited from installing unauthorized illegal software.

(4) Elimination of illegal intrusion

Comply with the Company's regulations on information access and prohibit employees from bringing their own devices to connect to external networks or the

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Company's internal network.

(5) Continuous risk improvement

Regularly conduct risk assessment on information and communication security, and implement various information and communication security measures to enhance operation security.

(6) Deepen the concept of information and communication security

Regularly hold activities to promote new information about information and communication

security knowledge among Company employees, enhance the awareness of information and communication security protection, and develop the habit of information and communication security protection among all Company employees.

(3) Information and community security management plan

(1) The Company's information and community security management plan can be divided into four major components: internet information security control, data access control,

contingency recovery mechanism, and advocacy and auditing, and the details of each component are shown below:


(1)CybersecurityMaintenance
Wi-Fi Security	 Establish guidelines for guest use of the company Wi-Fi  Restrict company Wi-Fi usage to working hours only  Conduct annual inspections of all devices authorized to use the company Wi-Fi
Local Area Network (LAN) Preventive Controls	• Network Segmentation:Dividing the network into smaller, isolated segments to limit the spread of malware andprevent unauthorized access.
Internal Firewall Verification	 Threat Prevention Validation: Assess whether the firewall can effectively block threats such as malware, viruses, and unauthorized access  Performance Impact Assessment: Verify whether the firewall significantly affects network speed or user experience  Risk Mitigation: Minimize the risk of deploying solutions that do not meet security requirements
(2)Server SecurityMaintenance
Server Room Renovation	 Temperature and Humidity Control in Server Room  Automatic System Response When Server Temperature Is Too High  Access Control Based on Specific Dates and Times  Use of Authentication Systems Instead of Keys for

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	Accessing the Server Room
Data Leakage Prevention	 Data Classification Management and Access Control on the FILESRV Server  Destruction of HDDs After End of Use
(3)Endpoint Protection
IT Security Awareness Training	 Training on Preventing Phishing Emails  Raising Awareness of Network Threat Responses  Training on Data Confidentiality Classification
Internal Documents (WI, Form)	 Establish detailed procedure documents to ensure that all employees can perform tasks correctly and consistently in complex or high-risk operations. Having WI forms helps IT work more efficiently and reduces the potential for errors.

(2) The company’s information security-related plans for 2025 are as follows:

(2)The company’s information security-relatedplans for 2025 are as follows:	(2)The company’s information security-relatedplans for 2025 are as follows:

(1)Network SecurityMaintenance
Wi-Fi Security	 We will enhance security by using the IEEE 802.1x protocol, especially in environments requiring high security, such as the company network. When used with Wi-Fi, it forms a strong barrier to prevent unauthorized network access.
Security Information and Event Management (SIEM)	 Centralized Log Management  Collect information (firewall, server, network logs) from various sources into a centralized location.  Threat Detection and Response  Monitor and respond to potential security threats in real time.  Security Analysis and Reporting  Conduct thorough analysis of security data and generate reports for review and action.
Internal Firewall Project	• Strengthening security measures aimed at protecting the internal network from threats, particularly those that may arise within the network, such as internal attacks, malware, and unauthorized data access
(2)Server SecurityMaintenance

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Server Room Renovation	 Temperature and humidity control for the server room  Automatic system response when server temperature is too high  Access control based on specified dates and times  Use of an authentication system to replace keys when entering the server room
Preventing Data Leakage	 Perform data classification management and access control on the PICTURESRV server
(3)Client-side Protection
Policy Review	 Promoting the importance of shutting down computers after use  Reviewing the usage guidelines for company laptops  Correcting the internal email usage according to relevant regulations
Establishing Information Security Awareness Indicators	 A knowledge enhancement system will be introduced to develop a network security system for users to learn, test, and identify key points that need to be addressed and prevented.

(4) Losses, Potential Impacts, and Mitigation Measures Due to Major Information Security Incidents for the Recent Annual and as of the Date of the Annual Report Printing:

In 2024, the company continued to strengthen its network security by updating protection systems, collaborating with leading security companies in Thailand, and introducing MDR professional monitoring services that provide 24/7 surveillance. This was done to enhance the ability to detect and manage threats and raise employee awareness of security risks such as phishing emails. We are committed to maintaining the highest security standards for the company’s data and information systems. Despite facing external network attacks, these attacks did not affect the stability of the company's IT systems as we have established robust defense standards and executable incident response plans

7. Important Contracts

(1)RGP

	Nature	Contracting Party	Commencement and expiration dates	Major contents	Restrictive clauses

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Nature	Contracting Party	Commencement and expiration dates	Major contents	Restrictive clauses
Supplier	RJM	Jan. 1, 2024 – Dec. 31, 2025	Plating	N/A

Note: The contract is automatically renewed

8. Intellectual Property Management Program

1. Purpose

In order to maintain leading position in innovation, the Company invests a considerable amount in R&D activities, and establish an intellectual property management program that integrates the Company's operational objectives and R&D direction, to ensure that key business opportunities and R&D results can become legally protected intellectual property rights in a correct, complete and efficient manner, and to improve the acquisition, protection, maintenance and utilization of the Company's intellectual property rights. The Company’s intellectual property management program includes patent protection measures, trademark protection measures, and business secret protection

2. Manage items and related organizations

The Company’s intellectual property management program applies to all management and employees of the Company at all levels, also including all subsidiaries and related companies of the Group .

3. Definition of terms

(1) Patent

The R&D department carried out the technology development, and the relevant results are mainly used for the development of jewelry products and structural design to increase the added value. The Company also appoints the external patent offices to carry out the patent application from time to time, which the layout is planned in Thailand, China, the United States, and the European Union .

(2) Trademark

In order to avoid confusion and misunderstanding among customers, to protect the Company's trademark rights and customers' interests, and to prevent unfair competition, the Company regularly appoints external professional firms to apply for trademarks in Thailand, Taiwan, and other places to prevent others from infringing on the Company with identical or similar trademarks. In addition, the Company also continuously updates the trademark database.

(3) Business secrets

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To protect competitive advantages such as technology leadership, manufacturing excellence, and customer trust, the Company has asked both new and existing employees to fill out confidentiality agreements with special instructions for the protection of company information, especially financial data and intellectual property rights. Employees shall not disclose or reproduce any confidential business information obtained during the course of employment to anyone, either during or after the termination of employment. In response to the electronization of information, in order to implement information security control, the Company has also established various regulations for electronic documents and equipment, and strict operation rules have been set for access to and maintenance of company data and software installation. In addition, the IT department regularly reviews employee privilege settings and information equipment security to reduce the possibility of leakage of business secrets or confidential information.

(4) Organization structure

The Board of Directors is the highest supervisory authority for the management of the Company's intellectual property. The CEO office formulates the annual intellectual property management plan, and the intellectual property control personnel of each department assist in the operation of plan. For the contents and implementation of the plan, it will report to the Board of Directors at least once a year.

(5) System

A. Intellectual property control list

The intellectual property control personnel of each department establish and maintain their intellectual property control lists, and the CEO office compiles the lists provided by each department and establishes a database .

B. Document retention

The CEO office of the Company shall be responsible for the presentation and subsequent preservation of the documents. Except for the presentation of the "Patent and Trademark Application" and the "Patent and Trademark Benefit Evaluation Form" in electronic form due to urgent circumstances or travel or leave of absence of authorized personnel, the "Patent and Trademark Application" and "Patent and Trademark Benefit Evaluation Form" shall be recorded in writing and presented to the general manager or president for decision. If the evaluation or presentation is conducted electronically, the documents shall be filed in writing afterwards. The aforementioned documents and related information shall be kept for at least 5 years, and the original certificates and contracts shall be kept and scanned and filed by the intellectual property control personnel of each department. In case of a lawsuit concerning intellectual property related resolutions before the

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expiration of the aforementioned retention period, the relevant documents and information shall be retained until the end of the lawsuit.

C. Education Training

The Company organizes intellectual property related training from time to time to strengthen the relevant professional knowledge of staff and establish a complete concept of intellectual property management for them .

The implementation condition of 2024 is as follows:
List of intellectual property:

Intellectual Property	Taiwan	Thailand	US	China	EU	Others	Total
Patent	0	0	3	0	0	0	3
Trademark	22	8	0	5	1	0	36

Note: It was resolved in August 2023 not to continue paying the maintenance fees for the patents in China and the United States. As

a result, three patents in China received patent termination notices in April 2024 and September 2024, respectively. The three

patents in the United States have currently been closed, and the patent termination notices are pending from the U.S. authorities.

Training about intellectual property rights:

==> picture [414 x 201] intentionally omitted <==

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

Time Place Course Name Lecturer Participant
Intellectual Property
Management Training
• Intellectual Property
Management System
Relevant business
2024/10/19 Taiwan • Registered Patents
staffs
• Registered
Trademarks
• Flowchart Usage
Forms
LI,WEN-HSIUNG
----- End of picture text -----

Note: The execution status mentioned above was reported to the Board of Directors on November 14, 2024.

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5. Review and Analysis of Financial Condition and Financial Performance, and Risk Matters

1. Financial status

(1) Comparative Analysis of Financial Status

Unit: NT$000

			Unit: NT$000	Unit: NT$000
Item	Yesr 2023	Year 年度	Difference
			Amount	%
Current assets	805,471	1,131,457	325,986	40.47
Non-current assets	453,718	462,294	8,576	1.89
Total Assets	1,259,189	1,593,751	334,562	26.57
Current liabilities	332,861	667,602	334,741	100.56
Non-current liabilities	77,019	87,823	10,804	14.03
Total Liabilities	409,880	755,425	345,545	84.03
Share capital	383,960	383,960	-	-
Capital surplus	375,499	375,499	-	-
Retained earnings	57,385	(11,105)	(68,490)	(119.35)
Other equity	(49,309)	963	50,272	(101.95)
Non-controlling interests	81,774	89,009	7,235	8.85
Total Shareholders’ Equity	849,309	838,326	(10,983)	(1.29)
Analysis of Changes with a Proportion Exceeding 20%: 1. Increase in Current Assets and Total Assets: The main reason is the growth in order volume, which led to a corresponding increase in accounts receivable. 2. Increase in Current Liabilities and Total Liabilities: The main reason is the operating loss for the period, which resulted in an increase in short-term borrowings to maintain daily operations. 3. Decrease in Retained Earnings: The main reason is the decrease in net profit attributable to the parent company's shareholders during the period. 4. Increase in Other Equity: The main reason is the slight depreciation of the New Taiwan Dollar against the Thai Baht, which increased the exchange differences in the financial statements of foreign operatingentities when converted.

(2) Major Impacts of Financial Condition Changes in the Past Two Years and Future Response Plans：

Please refer to "Section I: Message to Shareholders"

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2. Financial performance

(1) Comparative Analysis of Financial Performance

Unit: NT$000

			Unit: NT$000	Unit: NT$000
Item	Year 2023	Year 2024	Difference
			Amount	Amount
Net operating revenue	1,148,730	1,779,357	630,627	35.44%
Operating costs	1,105,640	1,547,023	441,383	28.53%
Gross profit	43,090	232,334	189,244	81.45%
Operating expenses	266,197	301,932	35,735	11.84%
Operating profit	(223,107)	(69,598)	153,509	(220.57%)
Non-operating revenue and expenses	8,368	(3,359)	(11,727)	349.12%
Net profit before income tax	(214,739)	(72,957)	141,782	(194.34%)
Income tax	(51,819)	(15,666)	36,153	(230.77%)
Net profit	(162,920)	(57,291)	105,629	(184.37%)
Analysis of Changes with a Proportion Exceeding 20%: 1. Increase in Operating Revenue and Decrease in Operating Loss: Primarily due to active development of new customers and increased sales of silver-based processed materials, leading to a significant overall performance improvement. 2. Increase in Operating Costs and Gross Profit: Mainly due to the growth in order volume, which allowed fixed product costs to be spread out, thereby improving the gross profit margin. 3. Decrease in Non-operating Income and Expenses: Due to operating losses during the period, bank borrowings increased, resulting in higher interest expenses. 4. Decrease in Pre-tax Loss, Income Tax Benefit, and Net Loss after Tax: Although the company still incurred losses during the period, operating conditions improved significantly as a result of increased order volume.

(2) Expected Sales Volume and Its Basis

The company sets its annual targets primarily based on customers’ projected demand, while also considering market conditions and capacity planning. In addition to maintaining strong relationships with existing clients, the company actively explores new customers, new markets, and innovative business models. Its medium- to long-term strategy focuses on strategically nurturing and developing new clients and markets to drive future growth in business scale and sales volume. Therefore, the company expects overall sales in 2025 to show a growth trend compared to 2024.

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(3) Potential Impact on the Company’s Future Financial and Business Operations and Response Plans

The company will continue to enhance its product design capabilities by integrating aesthetic design with craftsmanship and technical expertise. In response to changing market demands and consumer trends, we aim to develop more distinctive, user-friendly, and diversified products to strengthen our market competitiveness. In addition, as we expand into new markets and develop new products, we are committed to the effective utilization of production capacity and financial resources to support future business growth while maintaining a stable and healthy financial position.

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3. Cash Flow Analysis

(1) Analysis of cash flow changes in the most recent year

Unit: NT$000

			Unit: NT$000	Unit: NT$000
Item	Year 2023	Year 2024	Difference
			Amount	Amount
Cash inflows (outflows) from operating activities	(87,545)	(373,459)	(285,914)	326.59
Cash inflows (outflows) from investment activities	(78,175)	(49,003)	29,172	(37.32)
Cash inflows (outflows) from financing activities	(65,951)	287,790	353,741	536.37
Analysis of Changes with a Proportion Exceeding 20%: 1. Increase in Cash Outflow from Operating Activities: The main reason is the increase in accounts receivable. 2. Decrease in Cash Outflow from Investing Activities: The main reason is a reduction in capital expenditures. 3. Increase in Cash Inflow from Financing Activities: The main reason is the increase in bank borrowings.

(2) Liquidity Improvement Plan：

1. Short-term Measures:

Business Aspect : Actively pursue high-margin orders and strengthen the management of accounts receivable to accelerate cash flow.
Financial Aspect : Proactively engage with banks to negotiate financing, aiming for higher credit limits and more favorable interest rates to improve the efficiency of capital utilization.

2. Medium- to Long-term Measures:

The company plans to issue convertible bonds in the future to reduce financing costs and enhance the flexibility of its capital structure.
(3) Cash Liquidity Analysis for the Upcoming Year：

Unit: NT$000

==> picture [398 x 37] intentionally omitted <==

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Analysis of Cash Flow Changes for the Upcoming Year:
- (1) Annual Cash Inflows: Primarily expected cash inflows from the company’s operations.
- (2) Annual Cash Outflows: Mainly used for operational expenses and repayment of bank loans.
Remedial Measures for Expected Cash Shortfall and Liquidity Analysis: In addition to covering cash shortfalls through cash inflows from operating activities, any insufficient cash balance will be addressed by securing bank loans.
The impact of recent major capital expenditures on financial business performance.： (1) The utilization of major capital expenditures and sources of funding.

Unit: NT$000

		Actual or	Actual or Planned Utilization of	Actual or Planned Utilization of
	Actual or
		Expected	Funds
Project	Expected Source
		Completion	Year 2024	Year 2025
	of Funding
		Date	(Actual)	(Estimated)

Solar Panel Installation Project Phase I	Project Loan	2024.03	24,537	-
Solar Panel Installation Project Phase II	Project Loan	2025.09	-	21,171

Note: The amounts in the table are calculated based on the exchange rate at the end of the period.

(2) Expected Impact on Operations:
1. Strengthen the group's commitment to ESG (Environmental, Social, and Governance) issues.
2. Reduce electricity costs to optimize operating expenses .
Recent Year's Investment Policy, Main Reasons for Profits or Losses, Improvement Plans, and Investment Plans for the Coming Year:

(1) Company's Investment Policy:

The company's investment policy focuses on the core business of jewelry design, manufacturing, and processing. It comprehensively considers future trends and business opportunities, as well as the group's strengths, with a goal to expand both upstream and downstream within the jewelry industry supply chain. The investment plans are evaluated cautiously in alignment with the company's long-term strategy.

(2) Main Reasons for Profits or Losses from Recent Year's Investments, and Improvement Plans: The company's investments using the equity method are focused on long-term strategic

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objectives. Moving forward, the company will continue to consider global expansion and overall operational planning while prudently assessing investment opportunities.

Investee Company	Shareholding % directly or indirectly	Recognition of investment gains and losses in 2024	Causes of profits and losses	Improvement’s plan
Regal Jewelry Manufacture Co., Ltd. (RJM)	99.99%	(46,189)	Decline in end-user demand, leading to a reduction in orders.	1. Increase the sales team workforce 2. Secure mid-to-high-tier orders 3. Continuously optimize the workforce allocation on the production line
Regal Plating Co., Ltd. (RGP)	51.00%	2,814	Increase in end-user demand, leading to an increase in orders.	1. Increase the sales team workforce. 2. Secure mid-to-high-tier orders. 3. Continuously optimize the workforce allocation on the production line.
Regal Precious Metal Innovation Co., Ltd. (RPM)	99.90%	(2,897)	Still in the early stages of operational setup.	1. Increase the sales team workforce 2. Secure customer orders 3. Optimize the production line
Regal Management Solution Co., Ltd. (note 2)	0%	(571)	Efforts to secure agency rights and sales have not met targets.	Shutting down the company to save on manpower and resources
Linden Integrated Co., Ltd. (note 3)	0%	(251)	The brand's product management cycle is long, with high costs for setup, promotion, and sales. Sales growth has not met expectations.	Shutting down the company to save on manpower and resources
Reunite Inspiring Creation Co., Ltd. (Note 4)	0%	(343)	The Taiwan market is small with low profit margins,and the	Shutting down the company to save on manpower and resources

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long operating cycle, along with high costs for setup, promotion, and sales, has resulted in sales growth falling short of expectations.

Note 1: The data source is the 2024 consolidated financial report.

Note 2: The subsidiary Regal Management Solution Co., Ltd. passed a dissolution and liquidation resolution in November 2023, and the deregistration process will be completed in November 2024.

Note 3: The subsidiary Linden Integrated Co., Ltd. passed a dissolution and liquidation resolution in November 2023, and the deregistration process will be completed in November 2024.

Note 4: The subsidiary Nicheng International Enterprise Co., Ltd. passed a dissolution and liquidation resolution in November 2023, and the deregistration process will be completed in October 2024.

(3) Investment Plan for the Coming Year :

As of the publication of this annual report, in addition to ongoing monthly expenditures on the research and development of new equipment and technologies to ensure that the company stays well-versed in industry trends and provides the fastest and highest quality jewelry design and manufacturing services to customers, and the machinery and equipment investments for the subsidiary RPM established by the group, the company does not have any confirmed major investment plans for the coming year. However, to continue strengthening the group's commitment to ESG (Environmental, Social, and Governance) issues, improve the group's competitiveness, and address the increasing focus on sustainability issues in the overall jewelry industry, the company has planned to conduct a feasibility assessment for the second phase of the solar panel installation project this year.

Risk Factors for the Recent Year and As of the Date of the Annual Report :
(1) The impact of interest rate changes, exchange rate fluctuations, and inflation on the company's profit and loss, as well as future response measures.：
1. Interest rate changes :

Unit: NT$000

Year Item	Year 2023	Year 2023	Year 2024	Year 2024
	Amount	Ratio of operating revenues	Amount	Ratio of operating revenues
Interest income	5,660	0.49%	908	0.05%
Interest expense	7,754	0.68%	14,049	0.79%

The company's interest income primarily comes from bank deposit interest, while interest expenses are mainly derived from interest costs on bank mortgage loans. The company's interest income for the years 2023 and 2024 was NT$5,660 thousand and NT$908 thousand, respectively, with both accounting for less than 1% of net operating income. Interest expenses for the same years were NT$7,754 thousand and NT$14,049 thousand, accounting for 0.68% and 0.79% of net operating income, respectively. Given

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these low percentages, interest rate fluctuations are not expected to have a significant impact on the company.

Response Measures : ：

(1) Continuously monitor changes in financial interest rates and adjust the allocation of funds in a timely manner to mitigate potential financial risks arising from interest rate fluctuations.
(2) Maintain good relationships with banks to ensure favorable lending terms and smooth financial operations.
(3) Increase sources of funding through lower-cost financing methods to support future growth needs.
Exchange rate fluctuations :

Unit: NT$000

Exchange rate fluctuatio	ns:	Unit: NT$000
Year Item	Year 2023	Year 2024
Foreign exchange gains(losses)	5,243	4,578
Ratio of net profit before income tax	0.46%	0.26%

The company’s sales transactions with foreign suppliers are primarily denominated in USD, while purchases from suppliers are primarily denominated in Thai Baht. Since the Thai Baht is also used for daily operations, the company is exposed to exchange rate risks. An appreciation of the USD against the Thai Baht may result in foreign exchange loss risks for the company. Therefore, exchange rate fluctuations will have a certain level of impact on the company’s revenue and profitability.

Response Measures :

(1) Maintain close communication with partner banks to fully understand changes in the foreign exchange market, providing relevant personnel with data for product pricing and raw material procurement, allowing timely responses to exchange rate fluctuations.
(2) The sales department will consider the impact of exchange rate fluctuations on sales prices when quoting foreign customers, helping to mitigate the impact of exchange rate movements on revenue and profitability .
(3) Financial personnel will maintain an appropriate foreign currency position based on future exchange rate trends at the right time, supporting the operational needs of subsidiaries and reducing the impact of exchange rate fluctuations on the company’s profitability .
(4) If necessary, forward foreign exchange transactions will be conducted based on the foreign currency position and exchange rate movements to minimize the exchange rate risks arising from business operations.

3. Inflation：

When inflation rises, the prices of raw materials such as precious metals also increase, leading to higher raw material costs for the company. Additionally, costs for machinery

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and equipment, wages and employee benefits, electricity, and other expenses will also rise with inflation, affecting the company’s profit and loss. To mitigate the impact of material price fluctuations on the company’s profitability, the group has implemented the following response measures:

(1) Reduce waste in the production process through systematic management and enhanced employee training.
(2) Strengthen waste recycling and material reusability.
(3) Adopt energy-efficient equipment and install solar panels to reduce electricity costs.
(4) Increase sales prices of products and services in line with corresponding cost increases.
Impact of Economic Risks and Countermeasures :

Any future political, economic, or financial crises, or market fluctuations (including but not limited to changes in interest rates and exchange rates, inflation or deflation, and changes in the economic, fiscal, and monetary policies of major economies) could lead to a significant decline in overall revenue and profitability within the jewelry industry. If the economic environment worsens or if the financial condition of the company's customers deteriorates, the demand for the company’s products and services may also decrease, further affecting operating income and net profit.

(2) Policy on High-Risk, High-Leverage Investments, Lending Funds to Others, Endorsements and Guarantees, and Derivative Transactions, Main Reasons for Profits or Losses, and Future Response Measures :

Based on a principle of prudence and a pragmatic management philosophy, the company focuses on its core business and does not engage in high-risk and high-leverage financial activities or investments.
The company has established relevant policies, including the "Funds Lending to Others Operating Procedures," "Endorsements and Guarantees Operating Procedures," "Derivative Financial Instruments Trading Processing Procedures," and "Asset Acquisition or Disposal Processing Procedures," which will be executed by the relevant departments.
For the most recent year and up until the date of publication of this annual report, the only instance of endorsement and guarantee was made by the subsidiary Regal Jewelry Manufacture Co., Ltd. for its subsidiary Regal Precious Metal Innovation Co., Ltd. The risk involved is considered to be limited.
(3) Future Research and Development Plans and Estimated R&D Investment :
Future Research and Development Plans:
(1) Continue enhancing the company’s product development capabilities by integrating aesthetic craftsmanship and technology to offer unique and more personalized products that meet the demands of different markets.
(2) Conduct research into more advanced manufacturing processes and precision mold design capabilities to improve future product yield rates and increase product diversity .

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(3) Continue investing in semi-automated or fully automated production equipment and related tooling for high-end products to shorten production time, significantly improve product quality, and reduce production costs.
(4) Estimated R&D Expenditure : The R&D expense for 2024 is projected to be NT$65,263 thousand, representing a decrease of NT$1,162 thousand compared to the 2023 figure of NT$66,425 thousand, primarily due to a more conservative short-term demand outlook from customers. In 2025, the company will continue to enhance its capabilities in customized jewelry design, develop functional accessories and automated equipment, and upgrade process tooling. Looking ahead, the company also aims to strengthen its focus on ESG initiatives to boost medium- to long-term competitiveness. The R&D expenditure for 2025 is expected to slightly exceed that of 2024.
(4) 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. The Cayman Islands has financial services as its main economic activity, while Thailand is one of the major economies in Southeast Asia with an open economy and no foreign exchange controls, and the political and economic environment is still stable. The products developed and sold by the Company are consumer goods and are not licensed or restricted industries. Therefore, except for the compliance costs due to changes in business laws and regulations in the Cayman Islands, and the personnel costs due to adjustments in wage rates due to improvements in labor conditions in Thailand, there are no significant changes in important policies and laws in the Cayman Islands or Thailand that would affect the Company's finance or business operations. Also, both of the impact of the aforementioned compliance and personnel cost adjustments on the Company was minimal. In addition, the Company conducts its business in accordance with relevant domestic and foreign policies and laws, and keeps an eye on important domestic and foreign policy trends and legal changes to respond to changes in market conditions and take appropriate countermeasures.

(5) The impact of technological changes (including information security risks) and industry changes on the company's financial business and countermeasures:：

The Group’s core business is the design, processing, and manufacturing of jewelry. With advancements in technology, various new types of automated machinery are continuously being introduced to the market. The heads of our R&D and manufacturing departments remain well-informed of such new equipment and technologies, and conduct comprehensive evaluations to assess how much these investments could enhance production efficiency and product quality, as well as the amount of capital expenditure

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required. Based on these assessments, decisions are made regarding whether to proceed with the procurement of such new equipment.

In terms of industry trends, today’s jewelry consumers increasingly emphasize

personalization in their accessories as a way to express their unique tastes and values. As a result, the jewelry industry is gradually shifting from mass production of standardized items to smaller, more diverse batches, including customized pieces that allow consumers to choose their own combinations.

In response, the company has restructured its production line by dividing its original large-scale factory into several medium-sized units to increase production flexibility. Additionally, we have introduced management mechanisms to dynamically adjust monthly orders, production line workforce, and outsourcing arrangements, with the goal of optimizing human resource allocation and cost control.

In terms of information security risk management, the Company's plans and actions are as follows：

1. Management structure ：

In order to protect Company’s information assets from risks caused by external threats or improper management and use by internal personnel, the Company has established the "Regal Holding Information and Communication Security Team" to coordinate management plans, maintenance plans and resource deployment. The team consists of (1) convener, (2) head of information security, and (3) information security personnel. The convener is the CEO and the head of information security of the Company is responsible for coordinating and promoting information security related management matters. The information security personnel members are the supervisors of each unit in the IT department and assist the head of information security in implementing various information security related plans. The audit office is responsible for the record of information security related meetings, the record of information security incidents and the execution of internal information security related audit plans.

2 . Information and community security policy ：

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Company focuses on information security risk management, firstly, the Company's information and communication security team identifies relevant risk factors and then formulates specific management plans. In the "Do Phase", the Company constructs various information protection measures. In addition to implementing the management plans in the Company's daily operations, we also continue to introduce new information security technologies and conduct internal information security promotion to maintain the confidentiality, integrity and availability of the company's information assets. The "Check Phase" will actively monitor the effectiveness of information security management, measure and quantify information security indicators based on audit results, and rehearse the response mechanism in case of information security incidents through regular simulations. The "Act Phase" is based on review and continuous improve, the Company fulfill the implementation of supervision and auditing, and regularly review information security regulations and management plans. If employees violate the relevant regulations and procedures, they will be dealt with according to the relevant procedures and penalties will be imposed depending on the violation.

3. Management plans

For details of the Company's information and communication security management plans, please refer to Annual Report

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

The Company's corporate philosophy is honesty, trust and sustainable management. In addition to the "Code of Conduct for Integrity Management" and "Procedures and Guidelines for Integrity Management" in the internal control system as guidelines for internal management and external operations, the Company also conducts various internal promotions and hires lecturers to conduct education and training from time to time to explain to all employees the relevance and importance of integrity, corporate image and sustainable management. Since the establishment, the Company has focused on its core business operations, complied with relevant laws and regulations in its operations, and maintained good interaction and communication with all stakeholders. Therefore, the overall corporate image is excellent and there is no corporate crisis caused by the change of corporate image in the latest year or as of the date of printing of the Annual Report

(7) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken ：

The Company's primary strategy is to focus on the jewelry industry and all of its corporate plans are related to the design, manufacture and sale of jewelry, or are related to the upstream and downstream supply chain of the industry. As of the date of this Annual Report, the Company has no merger and acquisition plans in progress or anticipated, except for the establishment of subsidiary in connection with the investment in sustainability issues such as

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precious metal recycling and ESG, in which the Company is optimistic about future business opportunities.

(8) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken: ：

The Company has an internal adjustment mechanism to dynamically adjust the allocation between client orders and production line manpower on a monthly basis, supplemented by an outsourcing strategy. As of the print date of the Annual Report, the Company has no plans to expand its plants, except for investing in automated equipment to shorten working hours and improve product quality. If there is a need for plant expansion in the future, the Company will follow the local business regulations and the relevant internal management rules established by the Company to ensure the protection of the rights and interests of the Company's shareholders and stakeholders.

(9) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken ：
Risks Associated with Procurement Concentration and Countermeasures In 2023 and 2024, the Group’s largest supplier accounted for approximately 26.07% and 36.61% of the total annual procurement value, respectively. However, the main raw materials used by the Group are available from multiple suppliers, which increases bargaining power and reduces the risk of material shortages. Therefore, there is currently no significant concentration of procurement from a single supplier.
Risks Associated with Sales Concentration and Countermeasures
In 2023 and 2024, the Group’s revenue derived from its largest customer accounted for 27.15% and 39.12% of total sales, respectively, indicating a relatively high level of revenue concentration. However, this customer is a long-term partner of the Company and a globally recognized brand, with plans to expand its eco-friendly product line and launch more sustainable products in 2025. The Group will continue to strengthen its partnership with this customer while actively developing new clients to diversify order sources and reduce the risks associated with sales concentration.
(10) The impact, risk and response measures of a significant transfer or change of shareholding of directors, supervisors or shareholders holding more than 10% of the shares of the Company:：
As of the date of this annual report, aside from the investment structure reorganization carried out in 2014 in preparation for the Company’s application for primary listing in Taiwan, there have been no instances of directors, supervisors, or major shareholders holding more than 10% of shares transferring a significant portion of their equity to others. Furthermore, the aforementioned investment structure reorganization has had no impact on the Company’s management control. To strengthen the understanding of shareholding-related regulations among the Company’s directors and major shareholders, external training courses are arranged annually as part of the Company’s corporate governance plan to

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provide updates on the latest legal developments.

(11) The impact, risk and response measures of the change in management rights on the Company ：
As of the printing date of the annual report, there was no change in the Company's management rights that would affect its operations.
(12) Litigious and non-litigious matters:
As of the printing date of the annual report, the Company or its directors, independent directors, managers, beneficial owners, shareholders holding more than 10% of the shares, or affiliates whose litigation, non-litigation or administrative disputes that have been adjudicated or are currently in the process of being litigated, which the outcome may have a significant impact on shareholders' equity or the price of securities, the facts of the dispute, the amount of the subject matter, the date of commencement of the litigation, the principal parties involved in the litigation, and the current status of the litigation should be disclosed:

As of the date of the annual report, there was no litigation, non-litigation or administrative

disputes in connection with the Company's shareholders' equity or securities prices.

(13) Other important risks and response measures：
Risks of Macroeconomic, Political and Economic Environment, Foreign Exchange, and Legal Changes
- The Company is registered in the Cayman Islands, with its main operations located in Thailand. Therefore, changes in commercial laws in the place of registration and operation, as well as exchange rate fluctuations and raw material price volatility caused by changes in the international political and economic environment, may affect the Company’s operations.
- To address the risks arising from legal changes and fluctuations in international market prices, the Company has formed a risk management team composed of relevant departments to continuously monitor major domestic and international policy and legal changes, as well as current fluctuations in international market exchange rates and raw material prices, in order to assess and establish action plans to respond promptly to changing circumstances.
Risks Related to Shareholder Rights Protection
- The laws of the Cayman Islands, where the Company is registered, differ in many aspects from those of the Republic of China (Taiwan). Although the Company has amended its Articles of Association in accordance with the "Foreign Issuer Shareholder Rights Protection Checklist" stipulated by the Taiwan Stock Exchange, without conflicting with Cayman Islands laws, and continues to monitor changes in relevant securities regulations to safeguard investors' rights, there are still significant differences in the legal frameworks governing the operation of companies in both jurisdictions. Investors cannot directly apply the legal protections available to shareholders of Taiwanese companies to those of the Cayman Islands company in which they invest. Investors should consult relevant advisors or experts to fully understand whether they

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can expect the same level of shareholder rights protection when investing in a Cayman Islands company as they would when investing in a company registered in Taiwan.

Impact of Technology on the Company’s Production Business and Response Measures ： (1) Impact on the Company’s Production and Operations
- The company spares no effort in investing in technology and process development. Every year, a significant amount of research and development funds are allocated, while always keeping an eye on updates and improvements in the relevant industry technologies to stay ahead of market trends and assess their impact on the company's operations. When making investments in new equipment or technologies, the company not only conducts scenario analyses and forward-looking predictions on how these innovations will benefit future production or business, but also simulates the company’s financial situation and liquidity to ensure that there is enough cash flow to meet daily operational needs. Currently, the company's financial health is strong enough to support its future technological development needs.
(2) Enterprise Cybersecurity Risks and Responses
- The company has established a "Regal Holdings Information Security Task Force" to protect its information assets from external threats or improper management and usage by internal personnel, which could lead to risks. The task force oversees the management of plans, maintenance schedules, and resource allocation. At the same time, efforts are made from the system, technical, and procedural aspects to reduce cybersecurity threats and establish a secure information environment.
- A. Internet Security Control
  - The company will continue to strengthen its firewalls and regularly scan and update the company’s information equipment systems and databases for viruses. Currently, the company has set VPN connection times and enhanced the VPN authentication mechanism. We also regularly review the system logs of various network services and monitor for any anomalies. In addition, the company regularly consults with professional cybersecurity experts to review the existing information software and hardware architecture in order to reduce the risk of increasingly rampant network attacks.

B. Data Access Control

The company has set up accounts and passwords for all information and communication systems and devices, granting different access permissions to users based on their job functions. The usage and operation of the company’s systems are tracked and logged. Any changes to system permissions must be approved by authorized personnel before becoming effective. Before any company system or device is decommissioned, confidential or sensitive data and software must be removed or overwritten to reduce the risk of confidential information leakage, which could affect the company’s future operations.

C. Disaster Recovery Mechanism

The company regularly reviews its information and communication emergency response plans and conducts regular simulations and drills of the system recovery mechanisms to improve response speed and capability in the event of a cybersecurity incident. Furthermore, the company has established a comprehensive backup mechanism for systems, ensuring offsite backups and

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enhancing the frequency, retention, and security of data backups to improve data accessibility after an information security incident.

D. Awareness and Auditing

To strengthen the information security awareness of all employees, the company regularly conducts information security education and training sessions, and uses internal meetings and announcements to disseminate new information about information security. This helps cultivate habits among all employees to maintain information security. The company’s auditing department also conducts regular checks every year to ensure the effectiveness of the information security management plan and related operational procedures.

4. International situation:

Geopolitical risks have intensified following events such as the US-China rivalry, the Russia-Ukraine war, and the Israel-Hamas conflict. Many surveys show that geopolitical uncertainty has become an unavoidable risk in corporate operations, with expected challenges and pressures increasing in the short to medium term.

S&P Global lists the geopolitical risks with the highest likelihood and impact in 2024, which include: tensions between Russia and NATO, cyberattacks, US-China competition, anti-globalization, climate risks, energy security, and the resurgence of pandemics. The world's largest political risk consultancy, Eurasia Group, identifies the top ten global risks in 2024 as: (1) political division due to the US presidential election, (2) escalation of conflicts in the Middle East, (3) factual fragmentation of Ukraine, (4) unregulated AI, (5) deepening alliances between Russia, Iran, and North Korea, (6) sluggish economic recovery in mainland China, (7) competition for critical minerals, (8) limitations on government policy tools due to inflation, (9) the El Niño phenomenon, and (10) an increase in ideological conflicts raising risks for US businesses.

In summary, the risks facing businesses in 2024 include geopolitical tensions, climate change, technological transformation, economic recessions, and political instability. Our company continues to monitor international situations and diversify regional sales to ensure operational risk management.

5 . Risks of statements related to this annual report

(1) Facts and statistics

Certain information and statistics in this annual report are obtained from various external publications, which may be inaccurate or no longer current due to changes in the international environment. The Company makes no representation as to the truth or accuracy of such external information and investors should not place undue reliance on such information in making their investment judgments.

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(2) Risks and uncertainty of forward-looking statements in this annual report There are certain forward-looking statements and information about the Company and related companies in this annual report. These statements and information in this annual report are based on beliefs, assumptions, and current information of the managing levels of the Company. In this report, while the Company or the managing levels of the Company use the terms, like "predict," "believe," "can," "expect," "future," "intend," "may," "must," "plan, " "estimate," "seek," "should," "will," "might," "hope," and similar phrases are forward-looking statements. Such statements reflect current views on future events, operations, finance 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 assumption, including other risk factors that this annual report states. Investors should consider carefully that relying on any forward-looking statements will involve in every known and unknown risks and uncertainties. The risks and uncertainties that the Company faces may affect the accuracy of forward-looking statements, including but not limited to the following :
A. the statements of “Operation Overview” in this annual report
B. In this annual report, several statements are made regarding trends in prices, quantities, operations, and profits, as well as overall market trends, risk management, and exchange rates.

The company will not update or revise any forward-looking statements in this annual report in response to future events or information. Given the risks, uncertainties, and assumptions involved, the forward-looking statements and projections in the report may not occur as anticipated, or may not occur at all. Therefore, investors 。 should not rely on any forward-looking statements.

The company is a holding company that relies on the performance of its subsidiaries and their ability to distribute dividends, and is subject to restrictions on dividend distribution and capital transfers.

As a holding company established in the Cayman Islands with no commercial operations, the company, aside from holding shares in its subsidiaries, has no other assets or liabilities. Therefore, its sources of income primarily come from the operations of its subsidiaries. The subsidiary in Thailand is an important source of operational profit for the group, so the company’s revenue and cash dividends are subject to the subsidiary's dividend policy or future investment plans. Since the subsidiary’s dividend distribution is also subject to local regulations regarding dividend payments, revenue repatriation, cash transfers, and foreign exchange management, and may be influenced by exchange rate fluctuations, the company cannot fully control or manage the level of dividends. Additionally, the company’s subsidiaries are independent legal entities. In the event that a subsidiary goes bankrupt, loses its ability to settle debts, undergoes reorganization, liquidation, or asset realization, the company’s ability to obtain assets or receive allocations will be subordinated to the claims of the subsidiary's creditors, including the subsidiary's business partners.

Other important matters: None.

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6. Special Notes

Information of the subsidiaries
(1) Organization Chart

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(2024 年11 月)

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(2) Information of Subsidiaries

Dec. 31, 2024; 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, 84/6-7 Moo. 7, Soi Phet Kasem 122, Phet Kasem Rd., Om Noi, Krathum Baen, Samut Sakhon 74130, Thailand	THB	455,000	Design, manufacture, and sales of jewelry
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
Regal Management Solution Co., Ltd. (Note 2)	Apr. 05, 2018	No. 84/6 Village No.7 Phet Kasem 122 Alley, Phet Kasem Road, Om Noi Sub-district, Krathum Baen District, Samut Sakhon Province 74130, Thailand	THB	37,000	Investment
Linden Integrated Co., Ltd. (Note 3)	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	8,000	Sales of jewelry
Reunite Inspiring Creation Co., Ltd. (Note 4)	Oct. 18, 2019	11F,No. 131, Songjiang Road, Zhongshan District, Taipei City, Taiwan (R.O.C.)	NTD	22,500	Sales of jewelry
Regal Precious Metal Innovation Co., Ltd.	Mar. 17, 2022	No. 84/7 Village No.7 Phet Kasem 122 Alley, Phet Kasem Road, Om Noi Sub-district, Krathum Baen District, Samut Sakhon Province 74130, Thailand	THB	100,000	Metal recycling

Note 1: Regal Management Solution Co., Ltd., a subsidiary, passed a resolution for dissolution at the board meeting in November 2023 and completed the dissolution process in November 2024.

186

Note 2: Linden Integrated Co., Ltd., a subsidiary, passed a resolution for dissolution at the board meeting in November 2023 and completed the dissolution process in November 2024.

Note 3: Regal International Enterprises Co., Ltd., a subsidiary, passed a resolution for dissolution at the board meeting in November 2023 and completed the dissolution process in October 2024.

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

187

(4) Transact business of the Company and subsidiaries

Name	Location	Major Business
Regal Jewelry Manufacture Co., Ltd. (RJM)	Thailand	Design, manufacture, and sales of jewelry
Regal Plating Co., Ltd. (RGP)	Thailand	Jewelry plating
Regal Management Solution Co., Ltd. (註1)	Hong Kong	Investment
Linden Integrated Co., Ltd. (註2)	Thailand	Investment
Reunite Inspiring Creation Co., Ltd. (Note 3)	Thailand	Sales of jewelry
Regal Precious Metal Innovation Co., Ltd.	Taiwan	Sales of jewelry

Note 1: The subsidiary, Regal Management Solution Co., Ltd., passed a resolution for dissolution at the board meeting in November 2023 and completed the dissolution process in November 2024.

Note 2: The sub-subsidiary, Linden Integrated Co., Ltd., passed a resolution for dissolution at the board meeting in November 2023 and completed the dissolution process in November 2024.

Note 3: The subsidiary, Regal International Enterprises Co., Ltd., passed a resolution for dissolution at the board meeting in November 2023 and completed the dissolution process in October 2024.

(5) Information of directors, supervisors, and general managers of subsidiaries

Dec. 31, 2024; Unit: share/%

Name	Title	Name or Representative	Shares holding	Shares holding
			Shares	Shares
Regal Jewelry Manufacture Co., Ltd. (RJM)	Chairman Director Director Director Director	PHACHARAPON PHAIBOONSUNTORN SARAYUTH MUNGCHITVITSAVAKORN LIN, CHIU-I LIN, CHIN-SAN NATTHANISA PHAIBOONSUNTORN	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%
Regal Management Solution Co., Ltd. (Note1)	Chairman Director Director	PHACHARAPON PHAIBOONSUNTORN SARAYUTH MUNGCHITVITSAVAKORN LIN,JU-YING	2,470 2,465 2,465	0.0334% 0.0333% 0.0333%

188

Name	Title	Name or Representative	Shares holding	Shares holding
			Shares	Shares
Linden Integrated Co., Ltd. (Note 2)	Chairman	LIN, CHIN-SAN	-	-
Reunite Inspiring Creation Co., Ltd.(Note 3)	Chairman	LIN, JU-YING	-	-
Regal Precious Metal Innovation Co., Ltd.	Chairman Director Director	PHACHARAPON PHAIBOONSUNTORN SARAYUTH MUNGCHITVITSAVAKORN LIN,JU-YING	334 333 333	0.0334% 0.0333% 0.0333%
Note 1:The Company’s subsidiary, Regal Management Solution Co., Ltd., resolved to proceed with dissolution at its Board of Directors meeting in November 2023 and completed the dissolution process in November 2024. Note 2:The Company’s sub-subsidiary, Linden Integrated Co., Ltd., resolved to proceed with dissolution at its Board of Directors meeting in November 2023 and completed the dissolution process in November 2024. Note 3: The Company’s subsidiary, Jih Cheng International Enterprise Co., Ltd., resolved to proceed with dissolution at its Board of Directors meeting in November 2023 and completed the dissolution process in October 2024.

Note 1 : The Company’s subsidiary, Regal Management Solution Co., Ltd., resolved to proceed with dissolution at its Board of Directors meeting in November 2023 and completed the dissolution process in November 2024. Note 2 : The Company’s sub-subsidiary, Linden Integrated Co., Ltd., resolved to proceed with dissolution at its Board of Directors meeting in November 2023 and completed the dissolution process in November 2024. Note 3: The Company’s subsidiary, Jih Cheng International Enterprise Co., Ltd . , resolved to proceed with dissolution at its Board of Directors meeting in November 2023 and completed the dissolution process in October 2024.

189

(6) Operation Circumstances of Subsidiaries

Dec.31,2024;Unit:1,000curremcy

企業名稱	資本額	資本額	資產總額	資產總額	負債總額	負債總額	淨值	淨值
Regal Jewelry Manufacture Co., Ltd.	泰銖	455,000	泰銖	1,570,047	泰銖	777,129	泰銖	792,918
Regal PlatingCo.,Ltd.	泰銖	25,000	泰銖	195,760	泰銖	7,177	泰銖	188,583
Regal Management Solution Co., Ltd.	泰銖	0	泰銖	0	泰銖	0	泰銖	0
Linden Integrated Co., Ltd.	泰銖	0	泰銖	0	泰銖	0	泰銖	0
日成國際企業股份有限公司	新台幣	0	新台幣	0	新台幣	0	新台幣	0
Regal Precious Metal Innovation Co., Ltd.	泰銖	100,000	泰銖	91,199	泰銖	1,171	泰銖	90,028

Note: The revenue and operating profit information of the Company’s subsidiaries are considered trade secrets. To safeguard shareholders’ interests, such information is not disclosed. However, the investment income (loss) recognized during the reporting period has been disclosed in the notes to the financial statements.

(7) Statements of Consolidated Financial Statements of Subsidiaries: N/A.。
(8) Consolidated Financial Statements of Subsidiaries: Please refer to the Annual Report, Annex, Accountants Review Report (P160)

190

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.
Other matters that require additional description: None
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.
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 that has adopted a no-par value The company currently adopts a par value share structure shall not convert to a par value share structure, with each common share share structure. having a par value of NT$10. Therefore, the provisions of Article 156-1, Paragraph 6 of the Company Act do not apply.
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 two days after the resolution of BOD or the competent authority for permission shareholders obtain the permission from before convening the shareholders' authorized governments. temporary meeting 2. Besides, if the shareholders are going to
1. Any or a plural number of shareholder(s) of convene meeting outside of the territory of a company who has (have) continuously held R.O.C. on their own, they do not need to 3% or more of the total number of report to the competent authority for outstanding shares for a period of one year permission before convening the or a longer time may, by filing a written shareholders' temporary meeting. proposal setting forth therein the subjects Therefore, the Article 19.6 and 19.7 of the for discussion and the reasons, request the Articles of Association only regulates that board of directors to call a special meeting the meeting shall be reported to GTSM or of shareholders. If the board of directors TWSE (as applicable in its case) for approval fails to give a notice for convening a special instead of “the application of approval of meeting of shareholders within 15 days after Taiwan Stock Exchange Corporation must be

191

Material matters of protection of shareholder Articles of Association and reasons of equity differences the filing of the request under the preceding submitted in two days after shareholders Paragraph, the proposing shareholder(s) obtain the permission from authorized may, after obtaining an approval from the governments.” In this part, there should competent authority, convene a special have no substantial impact on shareholders’ meeting of shareholders on his/their own. equity of R.O.C. The Articles of the Incorporation shall be stated In respect of the exercise of voting rights by that electronic means can be one of the shareholders in writing or electronically, the methods to exercise voting rights. When the Cayman Islands’ Company Act does not Company holds a shareholders meeting, it may mention whether shareholders who exercise allow the shareholders to exercise voting rights their voting rights in writing or electronically by correspondence or electronic means; The can be deemed to have attended the Company that holds shareholders’ meetings shareholders' meeting in person and the outside of the territory of R.O.C. may allow Cayman Islands lawyers have not found any shareholders to exercise voting rights by relevant cases. There will make another correspondence or electronic means. When arrangement. The Article 25.4 of the voting rights are exercised by correspondence Company’s Articles regulates “A Member who or electronic means, the method of exercise exercises his voting power at a general meeting shall be specified in the shareholders meeting by way of a written ballot or by electronic notice. A shareholder exercising voting rights transmission shall be deemed to have by correspondence or electronic means will be appointed the chairman of the general meeting deemed to have attended the meeting in as his proxy to vote his shares at the general person, but to have waived his/her rights with meeting only in the manner directed by his respect to the extraordinary motions and written instrument or electronic document. amendments to original proposals of that The chairman of the general meeting as proxy meeting. 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 voting rights of the issued shares. The preceding differences are due to the Company Act in Cayman Islands does not have the same regulation, there should have limited impact on shareholders’ equity of R.O.C. 1. A company may explicitly provide for in its The Article 228-1 of Company Act is not mandatory, and the Company did not adopt, so Articles of Incorporation that the surplus there is no amendment in the Articles of

192

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

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

Association.

193

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

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.

The following proposals that involve material
shareholder rights shall require the presence of
shareholders representing two-thirds or more
of the total issued shares, and approval by a
majority of the voting rights of the attending
shareholders.
If the number of shares represented at the
meeting is less than the aforementioned
threshold, such resolutions may be adopted
with the presence of shareholders representing
more than one-half of the total issued shares
and the consent of two-thirds or more of the
voting rights of the shareholders present:
1. The Company’s entering into,
amendment, or termination of any
contract for leasing out its entire
business, entrusting business operations
to others, or regular joint operation with
others; transfer of all or a major part of
its business or assets; or acceptance of
another’s business or assets which has a
significant impact on the Company’s
operations.
2. Amendment to the Articles of
Incorporation.
3. Where any amendment to the Articles
of Incorporation is detrimental to the
rights of preferred shareholders, a
resolution of the preferred
shareholders' meeting shall also be
required.

1. Regarding the method of shareholder
meeting resolutions:In addition to ordinary
resolutions and special resolutions under
Taiwanese law, Article 1.1 of the company’s
articles of association also provides for a
"Special Resolution" as defined under the
Cayman Islands Companies Law. This means
that at the company’s shareholder meeting,
a resolution may be passed if shareholders
with the right to vote are present in person,
by proxy, or by a representative legally
authorized by a corporate or non-natural
person shareholder. After calculating the
number of voting rights each shareholder is
entitled to, the resolution must be approved
by at least two-thirds of the voting rights of
the attending shareholders.
2. According to the provisions of the Cayman
Islands Companies Law, the following
matters must be resolved by a special
resolution:
（1 ）Amendment of the Articles of
Association
Under
Cayman
Islands
law,
amendments
to
the
Articles
of
Association must be made through a
Special Resolution as defined by the
Cayman
Islands
Companies
Law.
Therefore,
Article
12.1
of
the
Company's
Articles
of
Association
regarding the resolution threshold for
amending the Articles has not been
changed
to
comply
with
the
requirement
of
a
"supermajority
resolution" under the laws of our
country as per the shareholder rights
protection
checklist.
In
addition,
according to Article 13 of the Articles
of Association, if any amendment or
modification of the Articles affects the
preferential rights of anyclass of

194

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

4. Distribution of dividends or bonuses, in
whole or in part, by way of issuing new
shares.
5. Resolutions for dissolution, merger, or
demerger.
6. Issuance of new shares with restricted
employee rights.

shares,
such
modification
or
amendment must be approved by a
Special Resolution and should also be
approved
by
a
separate
Special
Resolution passed at a shareholders'
meeting of the affected class of shares.
（2） Dissolution：
Under Cayman Islands law, if a
company
resolves
to
voluntarily
liquidate and dissolve due to its
inability to settle debts when due, such
dissolution must be approved by a
shareholders'
meeting
resolution.
However, if the company resolves to
voluntarily liquidate and dissolve for
reasons other than the inability to
settle debts when due, the dissolution
must be approved by a Special
Resolution under the Cayman Islands
Companies
Law.
Therefore,
the
resolution threshold in Article 12.4(a)
of
the
company's
Articles
of
Association for voluntary liquidation
and dissolution due to the inability to
settle debts when due has not been
changed
to
a
"supermajority
resolution" under the laws of our
country, as required by the shareholder
rights protection checklist.
（3）Merger：
Due to mandatory provisions under the
Cayman
Islands
Companies
Law
regarding the voting method for a
"merger" as defined by Cayman Islands
law, Article 12.3(b) of the company's
Articles of Association stipulates that a
"merger" (except for mergers or
acquisitions as defined under Cayman
Islands law, which only require a
Special Resolution) must be approved
by a supermajority resolution.
3. The difference between the aforementioned
matters
and
the
Shareholder
Rights
Protection Checklist is that the matters
requiring a supermajority resolution under
the Shareholder Rights Protection Checklist
are
separately
regulated
as
either

195

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

supermajority
resolutions
or
special
resolutions in the company's Articles of
Association. These differences arise from the
provisions of Cayman Islands law. Since the
company's Articles of Association have
already
separately
listed
the
matters
requiring a supermajority resolution for
shareholder rights protection, as either
supermajority
resolutions
or
special
resolutions, the impact of the company's
Articles of Association on shareholder rights
in this regard should be limited

1. If a company appoints supervisors, they shall
be elected by the shareholders' meeting, and
at least one of the supervisors must have a
domicile in the coumtry.
2. The term of office for supervisors shall not
exceed three years; however, they may be
re-elected for consecutive terms.
3. In the event that all supervisors are
dismissed, the Board of Directors shall
convene an extraordinary shareholders’
meeting within sixty days to elect new
supervisors.
4. Supervisors shall supervise the execution of
company operations and may investigate the
company’s business and financial status at
any time. They may audit, copy, or duplicate
books and documents and may request
reports from the Board of Directors or
managers.
5. Supervisors shall audit the various reports
prepared by the Board of Directors and
submitted to the shareholders’ meeting, and
shall
report
their
opinions
at
the
shareholders’ meeting.
6. When performing audit tasks, supervisors
may, on behalf of the company, appoint
accountants or lawyers to conduct reviews.
7. Supervisors may attend board meetings to
express opinions. If the Board of Directors or
any director engages in any conduct that
violates laws, the Articles of Incorporation,
or resolutions of the shareholders’ meeting,
supervisors shall immediately notify the
Board or the director to cease such actions.
8. Each supervisor mayindependentlyexercise

The Cayman Islands Companies Law does not
include the concept of a "supervisor," and as
the
company
has
established
an
audit
committee instead of appointing supervisors,
there are no provisions related to supervisors
in the Articles of Association.

196

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

supervisory powers.
9. Supervisors may not concurrently serve as
company directors, managers, or other
employees.

1. A shareholder who has continuously held
more than 1% of the total issued shares of
the company for over six months may
request in writing that the supervisor file a
lawsuit on behalf of the company against a
director, and may designate the Taiwan
Taipei District Court as the court of first
instance.
2. If the supervisor fails to initiate the lawsuit
within 30 days of receiving the shareholder's
request, the shareholder may file the lawsuit
on behalf of the company and may designate
the Taiwan Taipei District Court as the court
with jurisdiction.
3. The supervisor or the independent directors
of the Audit Committee may, for the benefit
of the company and when necessary,
convene a shareholders’ meeting if the
Board of Directors fails or is unable to do so.

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 havingbeen

197

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

authorized by the Board fails to file such
petition, or (ii) in the case of clause (b), the
Independent Director of the Audit Committee
fails to file such petition.
However,
according
to
Cayman
Islands’
regulations, about the above regulations,
Cayman
Islands’
lawyers
remind
the
followings:
The Company Act of Cayman Islands does not
have specific regulation to allow minority
shareholders institute an action against a
director of the Company. The Articles of
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

198

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

courts consider whether to approve the
continuation of derivative proceedings, the
applicable criterion is whether the Cayman
Islands courts believe and accept that the
plaintiff’s request on behalf of the company is
ostensibly
substantive.
The
wrongdoings
claimed by the company are controlled by the
controllable company, and the controllers can
prevent the company from litigating it.
According to the Cayman Islands’ Laws, the
Board of Directors shall act on behalf of the
Company as a whole (not individual directors)
to make decisions. Therefore, 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 convening board
meetings.)

1. The directors of the Company shall
faithfully execute their duties and exercise
the duty of care of a good administrator. If
they breach such duties and cause
damages to the Company, they shall be
liable for compensation. If such conduct
was carried out for their own or others'
benefit, the shareholders' meeting may
resolve to treat the gains from such
conduct as income of the Company.

In the Article 48.4 of the Articles of
Association, “Without prejudice and subject to
the general directors’ duties that a Director
owe to the Company and its shareholders
under common law principals and the laws of
the Cayman Islands, a Director shall perform
his fiduciary duties of loyalty and due care of a
good
administrator
in
the
course
of
conducting the Company’s business, and shall
indemnify the Company, to the maximum
extent legally permissible,from anyloss

199

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

2. If the directors of the Company, in the
course of executing the Company's
business, violate laws or regulations and
cause damages to others, they shall be
jointly and severally liable with the
Company for such damages.
3. The managers and supervisors of the
Company, within the scope of their duties,
shall bear the same liability for damages as
the directors of the Company.

incurred or suffered by the Company arising
from breach of his fiduciary duties. If a
Director has made any profit for the benefit of
himself or any third party as a result of any
breach of his fiduciary duties, the Company
shall, if so resolved by the Members by way of
an Ordinary Resolution, take all such actions
and steps as may be appropriate and to the
maximum extent legally permissible to seek to
recover such profit from such relevant
Director. If a Director has, in the course of
conducting the Company’s business, violated
any laws or regulations that causes the
Company
to
become
liable
for
any
compensation or damages to any person, such
Director shall 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,

200

Material matters of protection of shareholder
equity

Articles of Association and reasons of
differences

companies
in
Cayman
Islands
generally
regulate
the
managers’
or
supervisors’
responsibilities and obligations to companies
and shareholders in their service contracts.
For the same reason, because the company’s
Articles of Association is the agreement
between shareholders and the company,
managers or supervisors are not litigants of the
company’s Articles of Association. Therefore,
any penalty of damages that claims to
managers or supervisors who violate their
obligations shall be regulated in their service
contracts.
From the prospect of Cayman Island’s law, the
company’s Articles of Association is the
agreement between shareholders and the
applying company and directors of the
applying company are not litigants of the
company’s Articles of Association, so lawyers
of Cayman 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.

Upon review, the Company intends to pass amendments to its Articles of Incorporation at the
Annual General Shareholders’ Meeting this year, in order to align with the shareholder rights
protection items listed in the Checklist for Protecting Shareholders’ Rights. As for certain
discrepancies, they either involve provisions stricter than those under ROC regulations or do
not materially violate the content of the checklist; therefore, they are not expected to have any
adverse impact on shareholders' rights.

6. The Company's 2024 Financial Report:

Relevant information is also disclosed on the "MOPS" in accordance with regulations. Investors are welcome to refer to it.

Query methods for disclosure : https://mops.twse.com.tw/mops/web/index

Click on the website above: Basic Information> E-book > Financial Report>Enter the date “Year”。

201

The Company’s Financial Report for the Year 2024:

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AI assistant

RH — Annual Report 2024

52432_rns_2025-08-05_eea156c9-d1af-4015-976d-89073a2d59dd.pdf

1. Company Spokesperson and Acting Spokesperson

2. Name, Title, Contact Number, and Email Address of the Litigation and Non-Litigation Agent within the Republic of China (Taiwan)

3. Addresses and Phone Numbers of the Head Office, Branches, Subsidiaries, Grandchildren Companies, and Factories

8. List of the Board of Directors:

Table of Contents

1. Report to the Shareholders

1. Operating Report of the year of 2024

2. Operating Plan of the year of 2025

(2) Expected Sales Volume

Our annual business plan will focus on the following four strategic directions:

1. Market Expansion and Business Growth :

2. Improvement of Production Efficiency and Technological Innovation

3. Deepening ESG Sustainable Development

4. Internal Management Optimization and Organizational Development

(4) Future Development Strategy: Environmental, Social, and Governance (ESG)

2. Corporate Governance Report

(2) Major shareholders of juristic-person directors

(1) Major shareholders of juristic person’s shareholders

3. Professional qualifications and experience of directors and independence of independent directors:

(4) Specific Management Objectives and Achievement of the Diversity Policy

A. Explanation:

B. Measures:

(5) Board Independence:

2. Remuneration Paid to Directors, President, and Vice Presidents in the Most Recent Fiscal Year

(1) Remuneration of General Directors and Independent Directors (Disclosure of Individual Names and Forms of Compensation)

Remuneration of the General Manager and Deputy General Managers

(1) Remuneration of the Top Five Highest-Paid Executive Officers of the Company

1. Variance Analysis:

(2) Procedure for Setting Remuneration:

2. Other noteworthy matters:

A. Matters specified in Article 14.3 of Taiwan’s Securities and Exchange Act:

(2) Audit Committee Operations:

4.Other noteworthy matters:

A. Matters specified in Article 14.5 of Taiwan’s Securities and Exchange Act:

Note1 : Accountancy firm ’ s declaration

2.Organization and Responsibilities of the Remuneration Committee

5. Other noteworthy matters:

5. Other noteworthy matters:

2. Professional and Experience of member of the Risk Management Committee：

3. The company's Risk Management Committee has 3 members.

5. Other noteworthy matters:

(7) Implementation of Sustainable Development and differences from the

(8) Climate Related Information for the Company

1. Implementation of climate-related information

3. Greenhouse Gas Emissions in 2023

1-2 Greenhouse Gas Reduction Targets, Strategies, and Specific Action Plans

(九) Status of Implementation of Integrity Operation:

4.Accountant Fee Information

1. Range of Accountants’ Fees

8. Information on relationships among the top ten shareholders:

3. Information on Capital Raising Activities

1. Capital and shares

(1) Sources of Capital

1. Process of Capital raising

2. Types of Issued Shares

(2) List of major shareholders

4. Overview of Business Operations

1. Description of the business

1. Description of the business：

2. Operational proportion：

3. Current product (Service) items：

4. New products and services to be developed：

(2) Industry Overview

1. Current Status and Development of the Industry

(2) Development of Jewelry Brands

B. Overview of the Luxury Goods Industry

Global Luxury Goods Market Size

Personal Luxury Goods Market Size

C. Overview and Development of the Jewelry Market

Global Jewelry Market Value from 2018 to 2030

3. Various Product Development Trends

(1) Customized Craftsmanship

(2) Emphasis on Design Distinction

(3) Leading Fashion Trends

4. Competitive Landscape

(3) Technology and R&D Overview

3. Technologies or Products Successfully Developed in the Most Recent Year

RH Annual Report 2024