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RH Audit Report / Information 2021

Nov 12, 2021

52432_rns_2021-11-12_f8197332-8ce5-4f87-8749-f81eee6d9544.pdf

Audit Report / Information

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1

Stock Code:4807

REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors' Report For the Years Ended December 31, 2021 and 2020

Address: The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P. O. Box 32052, Grand Cayman KY1-1208, Cayman Islands Telephone: 66-24-207440-1074

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

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors’ Report
4. Consolidated Balance Sheets
5. Consolidated Statements of Comprehensive Income
6. Consolidated Statements of Changes in Equity
7. Consolidated Statements of Cash Flows
8. Notes to the Consolidated Financial Statements
(1)
Company history
(2)
Approval date and procedures of the consolidated interim financial
statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of significant accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Commitments and contingencies
(10) Losses due to major disasters
(11) Subsequent events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in China
(d) Major shareholders
(14) Segment information
Page
1
2
3
4
5
6
7
8
8
8~9
10~22
22
22~54
54
55
55
55
55
55
56~57
58
58
59
59~61

3

==> picture [77 x 32] intentionally omitted <==

==> picture [169 x 19] intentionally omitted <==

KPMG

台北市110615信義路5段7號68樓(台北101大樓) 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電 話 Tel + 886 2 8101 6666 傳 真 Fax + 886 2 8101 6667 網 址 Web home.kpmg/tw

Independent Auditors' Report

To the Board of Directors of

Regal Holding Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Regal Holding Co., Ltd. ("the Company") and its subsidiaries ("the Group"), which comprise the consolidated statement of balance sheets as of December 31, 2021 and 2020, and the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), Interpretation developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matters that should be disclosed in this audit report are as follows:

  1. Revenue recognition

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

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

3-1

Description of key audit matter:

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

How the matter was addressed in our audit:

Our audit procedures included:

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

2. Subsequent measurement of inventories

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

Description of key audit matter:

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

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

How the matter was addressed in our audit:

Our audit procedures included:

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

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

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

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

3-2

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.

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

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

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

3-3

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Chun I Chang and MinJu Chao.

KPMG

Taipei, Taiwan (Republic of China) March 11, 2022

Notes to Readers

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

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

4

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

Consolidated Balance Sheets

December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Assets
11xx
Current assets:
1100
Cash and cash equivalents (note 6(a))
1170
Trade receivables, net (notes 6(c) and 6(r))
1200
Other receivables (note 6(d))
1220
Current tax assets
130x
Inventories (note 6(e))
1470
Other current assets
Total current assets
15xx
Non-current assets:
1517
Total non-current financial assets at fair value through other
comprehensive income (note 6(b))
1600
Property, plant and equipment (notes 6(g), 6(j) and 8)
1755
Right-of-use assets (notes 6(h) and 6(l))
1780
Intangible assets (note 6(i))
1840
Deferred tax assets (note 6(n))
1984
Other financial assets-non-current (note 8)
Total non-current assets
1xxx
Total assets
December 31, 2021
Amount
%
$ 270,283
17
535,849
35
7,766
-
14,982
1
371,176
24
12,001
1
1,212,057
78
294
-
300,895
19
1,186
-
9,114
1
19,465
1
9,196
1
340,150
22
$
1,552,207
100
December 31, 2020
Amount
%
674,257
35
475,210
25
22,145
1
26,947
1
344,661
18
14,558
1
1,557,778
81
882
-
326,511
17
2,075
-
12,110
1
21,771
1
9,698
-
373,047
19
1,930,825
100
Liabilities and Equity
21xx
Current liabilities:
2100
Short-term loans (notes 6(g), 6(j) and 8)
2120
Financial liabilities at fair value through profit or loss (note 6(k))
2150
Notes payables
2170
Trade payables
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities (note 6(l))
2321
Bonds payable, current portion (note 6(k))
2399
Other current liabilities (note 6(r))
Total current liabilities
25xx
Non-current liabilities:
2500
Non-current financial liabilities at fair value through profit or loss (note
6(k))
2530
Bonds payable (note 6(k))
2570
Deferred tax liabilities (note 6(n))
2580
Non-current lease liabilities(note 6(l))
2640
Net defined benefit liabilities-non-current (note 6(m))
2645
Guarantee deposits received
Total non-current liabilities
2xxx
Total liabilities
31xx
Equity attributable to owners of the Company (notes 6(f), 6(k), 6(o) and
6(p))
3100
Common stock
3200
Capital surplus
33xx
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Accumulated deficits
Other equity:
3410
Exchange differences on translation of foreign financial statements
3420
Losses from investments in equity instruments measured at fair value
through other comprehensive income
3491
Other equity-unearned compensation
Total equity attributable to owners of the Company:
36xx
Non-controlling interests (note 6(f) and 6(o))
3xxx
Total equity
2-3xxx Total liabilities and equity
December 31, 2021 December 31, 2020
Amount
%
370,140
19
-
-
440
-
30,795
2
105,482
5
29,479
2
884
-
-
-
5,020
-
542,240
28
1,000
-
234,781
12
35,367
2
1,204
-
28,170
2
3,801
-
304,323
16
846,563
44
383,860
20
439,036
23
70,774
4
28,481
1
(1,123)
-
98,132
5
18,686
1
(11,318)
(1)
(1,750)
-
5,618
-
926,646
48
157,616
8
1,084,262
56
1,930,825
100
Amount
%
$ 44,264
3
1,075
-
144
-
17,380
1
101,309
7
36,979
2
900
-
239,789
16
4,902
-
446,742
29
-
-
-
-
61,537
4
304
-
25,467
2
3,593
-
90,901
6
537,643
35
383,893
25
439,099
28
70,774
4
-
-
133,870
9
204,644
13
(116,635)
(7)
(11,906)
(1)
-
-
(128,541)
(8)
899,095
58
115,469
7
1,014,564
65
$
1,552,207
100

See accompanying notes to consolidated financial statements.

5

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

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

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

4000
Operating revenues (note 6(r))
Net sales revenue (note)
5000
Operating costs (notes 6(e), 6(g), 6(h), 6(i), 6(l), 6(m) and 12)
5900
Gross profit
6000
Operating expenses (notes 6(c), 6(d), 6(g), 6(h), 6(i), 6(l), 6(m), 6(p), 6(s), 7 and 12):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Impairment loss (reversal of impairment loss) determined in accordance with IFRS 9
Total operating expenses
6900
Operating income
7000
Non-operating income and expenses (notes 6(k), 6(l) and 6(t)):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
Total non-operating income and expenses
7900
Profit before income tax
7950
Less: income tax expenses (note 6(n))
8200
Profit for the period
8300
Other comprehensive income (notes 6(m) and 6(o)):
8310
Components of other comprehensive income that will not be reclassified subsequently to profit
or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized losses from investments in equity instruments measured at fair value through other
comprehensive income
8349
Less: income tax related to components of other comprehensive income that will not be
reclassified subsequently to profit or loss
Components of other comprehensive income that will not be reclassified subsequently to profit
or loss
8360
Items that may be reclassified subsequently to profit or loss
8361
Exchange differences on translation of foreign operations
8399
Less: income tax related to items that may be reclassified subsequently to profit or loss
Components of other comprehensive income that will be reclassified subsequently to profit or
loss
8300
Other comprehensive income
8500
Total comprehensive income
8600
Profit attributable to (note 6(f)):
8610
Owners of the Company
8620
Non-controlling interests
Comprehensive income attributable to (note 6(f)):
8710
Owners of the Company
8720
Non-controlling interests
Earnings per share (New Taiwan dollars) (note 6(q))
9750
Basic earnings per share
9850
Diluted earnings per share
2021
Amount
%
$ 2,088,363
100
2,088,363
100
1,600,569
77
487,794
23
62,662
3
169,104
8
57,697
3
17,114
1
306,577
15
181,217
8
368
-
10,928
1
18,699
1
(8,245)
-
21,750
2
202,967
10
65,291
3
137,676
7
(1,306)
-
(588)
-
-
-
(1,894)
-
(151,658)
(7)
-
-
(151,658)
(7)
(153,552)
(7)
$
(15,876)
-
$ 126,949
6
10,727
1
$
137,676
7
$ (10,204)
-
(5,672)
-
$
(15,876)
-
$
3.32
$
2.83
2020
Amount
%
1,765,557
100
1,765,557
100
1,363,969
77
401,588
23
69,764
4
166,382
9
60,775
3
(10,228)
-
286,693
16
114,895
7
643
-
7,238
-
10,196
-
(8,678)
-
9,399
-
124,294
7
26,646
2
97,648
5
(8,175)
-
(11,318)
(1)
-
-
(19,493)
(1)
(55,965)
(3)
-
-
(55,965)
(3)
(75,458)
(4)
22,190
1
88,343
5
9,305
-
97,648
5
21,411
1
779
-
22,190
1
2.31
2.29

See accompanying notes to consolidated financial statements.

6

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

Consolidated Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Balance at January 1, 2020
Changes due to recognition of equity component of
convertible bonds (preference share) issued
Profit for the period
Other comprehensive income
Total comprehensive income
Adjustments for restricted shares to employees
Share-based payments
Balance at December 31, 2020
Appropriation and distribution of retained earnings:
Reversal of special reserve
Cash dividends
Profit for the period
Other comprehensive income
Total comprehensive income
Conversion of convertible bonds
Share-based payments
Changes in non-controlling interests
Cash dividends distributed by subsidiaries to non-
controlling interests
Balance at December 31, 2021
Equity attributable to Equity attributable to Equity attributable to o wners of the Company wners of the Company wners of the Company Non-controlling
interests
Total equity
Common
stock
Capital
surplus
Retained earnings Other equity Total equity
attributable to
owners of the
Company
Exchange
differences on
translation of
foreign financial
statements
Unrealized losses
on financial asset
measured at fair
value through
other
comprehensive
income

s
Others
Legal
reserve
Special
reserve
Unappropriated
retained earnings
(accumulated
deficits)
Total retained
earnings
$ 384,700
-
-
-
-
(840)
-
383,860
-
-
-
-
-
33
-
-
-
$
383,893
428,182
10,767
-
-
-
87
-
439,036
-
-
-
-
-
63
-
-
-
439,099
70,774
-
-
-
28,481
-
-
-
(81,257)
-
88,343
(8,209)
80,134
-
-
(1,123)
28,481
(19,193)
126,949
(1,244)
125,705
-
-
-
-
133,870
17,998
-
88,343
(8,209)
80,134
-
-
98,132
-
(19,193)
126,949
(1,244)
125,705
-
-
-
-
204,644
66,091
-
-
(47,405)
(47,405)
-
-
18,686
-
-
-
(135,321)
(135,321)
-
-
-
-
(116,635)
-
-
-
(11,318)
(11,318)
-
-
(11,318)
-
-
-
(588)
(588)
-
-
-
-
(11,906)
(6,795)
-
-
-
-
753
4,292
(1,750)
-
-
-
-
-
-
1,750
-
-
-
890,176
10,767
88,343
(66,932)
21,411
-
4,292
926,646
-
(19,193)
126,949
(137,153)
(10,204)
96
1,750
-
-
899,095
156,837
-
9,305
(8,526)
779
-
-
157,616
-
-
10,727
(16,399)
(5,672)
-
-
439
(36,914)
115,469
1,047,013
10,767
97,648
(75,458)
- - 22,190
-
-
-
-
-
4,292
1,084,262
-
(19,193)
137,676
(153,552)
(15,876)
96
1,750
439
(36,914)
1,014,564

See accompanying notes to consolidated financial statements.

7

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

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (losses):
Depreciation expenses
Amortization expenses
Expected credit losses (gains)
Interest expenses
Interest income
Share-based payments
Gains on disposal of property, plant and equipment
Losses on disposal of intangible assets
Gains on lease modification
Unrealized losses on financial liabilities at fair value through profit or loss
Unrealized foreign exchange losses (gains)
Expense arising from derecognition of intangible assets
Transaction cost of issuance of convertible bonds related to derivative instruments
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Trade receivables
Other receivables
Inventories
Other current assets
Total changes in operating assets
Notes payables
Trade payables
Other payables
Other current liabilities
Net defined benefit liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflows generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Decrease (increase) in other financial assets-non-current
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short term loans
Decrease in short-term loans
Proceeds from bond issuance
Increase in guarantee deposits received
Payments of lease liabilities
Cash dividends paid
Cash dividends paid to non-controlling interests
Changes in non-controlling interests
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period
2021
$ 202,967
51,390
3,766
17,114
8,245
(368)
1,750
(1,409)
-
-
75
(9)
247
-
80,801
(145,496)
12,804
(73,374)
757
(205,309)
(309)
(9,940)
9,785
452
(334)
(346)
(205,655)
(124,854)
78,113
368
(2,885)
(19,792)
55,804
(67,367)
1,727
(2,549)
(715)
(68,904)
620,100
(920,009)
-
289
(914)
(19,193)
(36,914)
439
(356,202)
(34,672)
(403,974)
674,257
$
270,283
2020
124,294
51,731
3,094
(10,228)
8,678
(643)
4,292
(219)
33
(17)
200
390
11,131
17
68,459
226,324
(3,008)
(65,424)
3,266
161,158
207
(23,249)
21,917
613
(9,859)
(10,371)
150,787
219,246
343,540
643
(7,340)
(8,555)
328,288
(48,060)
496
(7,753)
90
(55,227)
-
(286,317)
245,930
190
(1,042)
-
-
-
(41,239)
(20,324)
211,498
462,759
674,257

See accompanying notes to consolidated financial statements.

8

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

Notes to the Consolidated Financial Statements

December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars, unless otherwise specified)

(1) Company history

Regal Holding Co., Ltd. (the "Company") was established in the Cayman Islands in October 2014. The main purpose of the establishment was to restructure its group entities for application to list on Taiwan Stock Exchange ("TWSE") in the Republic of China. The Company become the holding company of Regal Jewelry Manufacture Co., Ltd. ("RJM") by using share swaps with previous shareholders of RJM to restructure the group. The Company's shares have been listed and traded on the TWSE since June 26, 2017. The main business of the Company and subsidiaries are designing, manufacturing, electroplating and selling jewelry and gems. Please refer to note 6(r).

(2) Approval date and procedures of the consolidated interim financial statements:

The consolidated financial statements were reported to the Board of Directors on March 11, 2022.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of adopting the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C.

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2021:

  • ●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • ●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2”

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from April 1, 2021:

  • ●Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its consolidated financial statements:

  • ●Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”

  • ●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”

  • ●Annual Improvements to IFRS Standards 2018–2020

  • ●Amendments to IFRS 3 “Reference to the Conceptual Framework”

(Continued)

9

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
Amendments to IAS 8
“Definition of Accounting
Estimates”
Amendments to IAS 12
“Deferred Tax related to
Assets and Liabilities arising
from a Single Transaction”
Content of amendment
Effective date per
IASB
The
amendments
introduce
a
new
definition
for
accounting
estimates:
clarifying that they are monetary amounts
in the financial statements that are subject
to measurement uncertainty.
The
amendments
also
clarify
the
relationship between accounting policies
and accounting estimates by specifying that
a company develops an accounting estimate
to achieve the objective set out by an
accounting policy.
January 1, 2023
The amendments narrowed the scope of the
recognition exemption so that it no longer
applies to transactions that, on initial
recognition, give rise to equal taxable and
deductible temporary differences.
January 1, 2023

The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • ●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • ●Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • ●Amendments to IAS 1 “Disclosure of Accounting Policies”

(Continued)

10

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(4) Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the consolidated financial statement.

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as "the Regulations") and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed by the Financial Supervisory Commission, R.O.C. (hereinafter referred to as "the IFRSs endorsed by the FSC").

(b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value.

  • 3) The defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation with the limit explained in note 4(n).

  • (ii) Functional and presentation currency

The functional currency of each entity of the Group is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan dollar, which is the Company's functional currency. All financial information presented in New Taiwan dollar has been rounded to the nearest thousand.

(c) Basis of consolidation

  • (i) Principles of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and its subsidiaries. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Gains and losses attributable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

Intragroup balances and transactions, and any unrealized income and expenses arising from intragroup transactions are eliminated in preparing the consolidated financial statements.

Changes in the Group's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

(Continued)

11

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) List of subsidiaries in the consolidated financial statements

Name of
investor
Name of subsidiary Business
activities
Percentage of ownership
(%)
December
31, 2021
December
31, 2020
The Company
The Company
The Company
The Company
The Company
RJM
RJM
GVG Hong
Kong
Regal Jewelry Manufacture Co., Ltd.
(RJM)
GIO VAN GOGH (International) Jewelry
Ltd. (GVG Hong Kong) (Note 1)
Regal Management Solution Co., Ltd.
(RMS)
Chaporo Co., Ltd. (Chaporo)
Regal Innovation Co., Ltd. (RIC)(Note 3)
Regal Plating Co., Ltd. (RGP)
Linden Integrated Co., Ltd. (Linden)
(Note 4)
Gio Van Gogh Shen Zhen Ptd Ltd. (GVG
Shen Zhen) (Note 1)
Designing, manufacturing and selling
jewelry and gems
Investment activities
Technical services and resources
consulting
Investment activities
Selling jewelry and gems
Jewelry and gems planting
Selling jewelry and gems
Selling jewelry and gems
%
99.99
%
99.99
%
100.00
%
100.00
%
99.99
(Note 2)
%
99.99
%
70.00
%
70.00
%
100.00
%
100.00
%
51.00
%
51.00
%
49.00
%
49.00
%
100.00
%
100.00
  • Note 1: The Company made an investment in GVG Hong Kong on February 3, 2020 for CNY 1,700 thousand. The Company then made its investment of capital amounting to CNY 1,700 thousand into GVG Shen Zhen through GVG Hong Kong separately on June 3, August 20, and September 21, 2020. The aforementioned registration procedures were completed on September 24, 2020.

  • Note 2: The Company made a resolution by the Board of Directors of the Company on October 5, 2020 for a capital injection amounting to THB 6,000 thousand. In addition, a resolution was made by the Board of Directors of the Company on March 19, 2021 for a capital injection amounting to THB 4,000 thousand.

  • Note 3: The Company made a resolution by the Board of Directors of the Company for capital injections amounting to TWD 40,000 thousand and TWD 20,000 thousand separately on March 13 and October 5,2020.

  • Note 4: RJM or RH is responsible for assigning personnel for Linden's management, and those in charged with governance, operating activities, and operating sites. They are also responsible for providing merchandise to Linden. Therefore, the Company has substantive rights of control over Linden. In addition, a resolution was made by the Board of Directors of the Company on August 26, 2021 for a capital injection amounting to THB 492 thousand.

All subsidiaries of the Company are included in the consolidated financial statements.

(d) Foreign currencies

(i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currency using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction, exchange differences are generally recognized in profit or loss.

(Continued)

12

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Foreign operation

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated at the average exchange rate in the reporting period. Translation differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, foreign exchange gains and losses arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (e) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period;

  • (iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

An entity shall classify a liability as current when:

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period, despite the fact that a long-term refinance is completed or a debt agreement is rearranged during the period between the reporting date and the approval date.

(Continued)

13

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iv) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

(f) Cash and cash equivalents

Cash comprises cash on hand, demand deposits and checking deposits. Cash equivalents are shortterm, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Fixed deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investments or other purposes are recognized as cash equivalents.

Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

(g) Financial instruments

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

Trade receivables issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (except for a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to its acquisition or issuance of the financial asset or financial liability. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

On initial recognition, a financial asset is classified as measured at amortized cost or fair value through other comprehensive income ("FVOCI").

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(Continued)

14

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any impairment. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

2) Fair value through other comprehensive income (FVOCI)

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are classified as FVTPL.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

4) Impairment of financial assets

The Group recognizes impairment for expected credit losses ("ECL") on financial assets measured at amortized cost (including cash and cash equivalents, accounts receivable, other receivables, refundable deposits and other financial assets).

At each reporting date, the Group performs impairment assessment on its financial assets and contract assets with significant financing components. The Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment, as well as forward looking information. The Group measures impairment at an amount equal to 12 month ECL when the credit risk of a financial asset has not increased significantly. It measures impairment at an amount equal to lifetime ECL when the credit risk of a financial asset has increased significantly. Impairment for accounts receivable and contract assets which do not contain a significant financing component are measured at an amount equal to lifetime ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

(Continued)

15

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition, and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment, as well as forward looking information.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Impairment for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. The Group recognizes the increase of expected credit losses (or reversal) in profit or loss, as an impairment gain or loss.

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

5) Derecognition of financial assets

Financial assets are derecognized when the contractual rights to the cash flows from the financial assets expire, or when the Group transfers substantially all the risks and rewards of ownership of its financial assets or when the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

(ii) Financial liabilities

1) Classification of debt or equity

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

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

(Continued)

16

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Convertible bonds

Convertible bonds issued by the Group can be converted to ordinary shares at the option of the holders. The number of shares to be issued is fixed and does not vary when the fair value of the convertible bond changes.

The liability component of the convertible bonds is initially recognized at the fair value of a similar liability that does not have an equity conversion option. Embedded call option and bondholders' put option are measured at fair value and reported as financial liabilities at fair value through profit or losses. The equity component is initially recognized at the difference between the fair value of the convertible bonds as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a convertible bonds is measured at amortized cost using the effective interest method. The equity component is not remeasured. The put options and call options of the corporate bonds payable are based on Binary Tree Model to estimate the fair value. The changes in fair value are reported in profit or loss.

Interest expense related to the financial liability is recognized in profit or loss. The financial liability is reclassified to equity upon conversion and no gain or loss is recognized.

4) Other financial liabilities

Financial liabilities not classified as held for trading or designated as at fair value through profit or loss are measured at fair value, including short-term loans, trade payables and other payables. Subsequent to initial recognition, those financial liabilities are measured at amortized cost calculated using the effective interest method, except for short-term financial liabilities, for which interest impacts are insignificant to the measurement. Interest expense not capitalized as capital cost is recognized in profit or loss, and is included in finance costs.

5) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligation has been discharged or cancelled, or has expired. The difference between the carrying amount of a financial liability extinguished and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss, and is included in nonoperating income or expenses.

6) Offsetting of financial assets and liabilities

The Group presents financial assets and liabilities on a net basis in the balance sheet when the Group has the legally enforceable right to offset, and intends to settle such financial assets and liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously.

(Continued)

17

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

  • (i) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • (ii) Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • (iii) Depreciation

Except that land is not depreciated, depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:

Buildings 10~20 years
Machinery and equipment 5 years
Transportation equipment 5 years
Office equipment 3~5 years
Land improvement 5 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(Continued)

18

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(j) Lease

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted using the Group's incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-ofuse asset has been reduced to zero.

The lease payments shall be discounted using the interest rate implicit in the lease if that rate can be reliably determined. If that rate cannot be reliably determined, the Group shall use its incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(k) Intangible assets

The Group's intangible assets are computer programs, which are measured at cost less accumulated amortization and accumulated impairment losses. The amortizable amount is the cost of an asset less its residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives are 3~5 years.

The amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(l) Impairment of non-financial assets

The carrying amounts of the Group's non-financial assets, other than assets arising from inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. If it is not possible to determine the recoverable amount for the individual asset, then the Group will have to determine the recoverable amount for the asset's cash generating unit ("CGU").

(Continued)

19

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The recoverable amount for an individual asset or a CGU is the higher of its fair value less costs to sell and its value in use. If, and only if, the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset shall be reduced to its recoverable amount; and that reduction will be accounted as an impairment loss, which shall be recognized immediately in profit or loss.

An assessment is made at the end of each reporting period as to whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amount of that asset is estimated. An impairment loss recognized in prior periods for an asset other than goodwill is reversed to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(m) Revenue

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

(n) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

(ii) Defined benefit plans

A defined benefit plan is a post employment benefit plan other than a defined contribution plan. The Group's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods, based on the discounted present value of the said defined benefit obligation. The fair values of any plan assets are deducted for purposes of determining the Group's net defined benefit obligation. The discount rate used in calculating the present value is the market yield at the reporting date of high quality market corporate bonds or government bonds that have maturity dates approximating the terms of the Group's obligations and that are denominated in the same currency in which the benefits are expected to be paid.

(Continued)

20

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The calculation is performed annually by a qualified actuary using the projected unit credit method. If the calculation results in a benefit to the Group, the recognized asset is limited to the total of the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In calculating the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group. An economic benefit is available to the Group if it is realizable during the life of the plan, or on settlement of the plan liabilities.

If the benefits of a plan are amended, the pension cost incurred from the portion of the increased benefit relating to past service provided by employees, is recognized immediately in profit or loss.

Remeasurements of the net defined benefit liability (asset), which comprise (1) actuarial gains and losses, (2) the return on plan assets (excluding interest), and (3) the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. The Group can reclassify the amounts recognized in other comprehensive income to retained earnings.

(iii) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(o) Share-based payment

The grant-date fair value of share-based payment awards granted to employees is recognized as employee expenses, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards whose related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the sharebased payment is measured to reflect such conditions, and there is no true-up for differences between expected and actual outcomes.

(p) Income taxes

Income tax comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payable or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

(Continued)

21

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits or losses at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on tither:

    • 1) the same taxable entity; or

    • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

  • (q) Earnings per share

The Group discloses the Company's basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. The issued shares from capitalization of retained earnings or capitalization of capital surplus are calculated retrospectively, even the record date of capitalization aforementioned is before the submission date of financial statements.

(Continued)

22

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares. The Group’s dilutive potential ordinary shares include the estimation of employee remuneration and convertible bonds.

(r)

Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group's chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of discrete financial information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

There are no judgments made in applying accounting policies that have significant effects on the amounts recognized in the consolidated financial statements.

Inventories are the account with assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year. As inventories are stated at the lower of cost and net realizable value, the management has to determine net realizable value of inventories at the end of reporting period by judgments and estimation. The management estimates the inventory obsolescence and decline in market value and then writes down the cost of inventories to net realizable value.

(6) Explanation of significant accounts:

(a) Cash and cash equivalents

Cash
Demand deposits
Checking deposits
Fixed deposits
Cash and cash equivalents in consolidated statement of cash
flows
December 31,
2021
$ 888
248,429
40
20,926
$
270,283
December 31,
2020
1,004
625,336
48
47,869
674,257

(Continued)

23

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Please refer to note 6(u) for the interest risk and sensitivity analysis of the financial assets and liabilities of the Group.

  • (b) Financial assets at fair value through other comprehensive income non-current

Financial assets at fair value through other comprehensive
income:
Unlisted stocks – foreign companies
December 31,
2021
$
294
December 31,
2020
882

The Group designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Group intends to hold for long-term strategic purposes.

  • (c) Trade receivables
Trade receivables
Less: loss allowance
December 31,
2021
$ 537,664
(1,815)
$
535,849
December 31,
2020
481,598
(6,388)
475,210

The Group applies the simplified approach to assess its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information.

The Group's analysis on the expected credit loss of its trade receivables in the region of Thailand as of December 31, 2021 and 2020 was as follows:

Not yet due
Past due 1~30 days
Past due 31~60 days
Past due 91~180 days
December 31, 2021 December 31, 2021
Book value of
trade receivables
$ 316,748
128,753
584
62
$
446,147
Lifetime
expected credit
loss rate (%)
-
-
-
12.14
Allowance for
lifetime
expected credit
loss
-
-
-
8
8

(Continued)

24

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Not yet due
Past due 1~30 days
Past due 31~60 days
Past due 61~90 days
Over 1 year
December 31, 2020 December 31, 2020
Book value of
trade receivables
$ 194,209
105,746
85,205
1
5,219
$
390,380
Lifetime
expected credit
loss rate (%)
-
-
-
-
100.00
Allowance for
lifetime
expected credit
loss
-
-
-
-
5,219
5,219

The Group’ s analysis on the expected credit loss of its trade receivables in other regions as of December 31, 2021 and 2020 was as follows:

Not yet due
Past due 1~30 days
Past due 31~60 days
Past due 61~90 days
Past due 91~180 days
Past due 181~365 days
Over 1 year
Not yet due
Past due 1~30 days
Past due 31~60 days
Past due 91~180 days
Past due 181~365 days
Over 1 year
December 31, 2021 December 31, 2021
Book value of
trade receivables
Lifetime
expected credit
loss rate (%)
$ 60,763
0.57
18,667
1.56
9,239
7.57
788
16.68
462
34.53
264
98.34
1,334
100.00
$
91,517
December 31, 2020
Allowance for
lifetime
expected credit
loss
347
291
699
131
160
260
1,334
3,222
Book value of
trade receivables
$ 72,936
16,509
436
389
316
632
$
91,218
Lifetime
expected credit
loss rate (%)
0.54
2.23
14.37
44.53
82.68
100.00
Allowance for
lifetime
expected credit
loss
395
368
63
173
261
632
1,892

(Continued)

25

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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

Balance at the beginning
Impairment losses recognized (reversed)
Amounts written off
Foreign currency translation effects
Balance at the end
Other receivables
Other receivables
Less: loss allowance
2021
$ 6,388
937
(4,952)
(558)
$
1,815
December 31,
2021
$ 23,070
(15,304)
-
$
7,766
2020
17,626
(10,228)
-
(1,010)
6,388
December 31,
2020
22,145
-
-
22,145

(d) Other receivables

The movements of the loss allowance for other receivables were as follows:

Balance at the beginning
Impairment losses recognized
Foreign currency translation effects
Balance at the end
2021
$ -
16,177
(873)
$
15,304
2020
-
-
-
-

The Group did not have any past due other receivables as of December 31, 2021 and 2020.

For further credit risk information, please refers to note 6(u).

(e) Inventories

Raw materials
Work in process
Finished goods
Supplies and spare parts
December 31, 2021 December 31, 2021
Cost
$ 269,967
129,969
29,554
12,437
$
441,927
Allowance for
devaluation
and
obsolescence
50,482
10,183
7,380
2,706
70,751
Net realizable
value
219,485
119,786
22,174
9,731
371,176

(Continued)

26

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Raw materials
Work in process
Finished goods
Supplies and spare parts
December 31, 2020 December 31, 2020
Cost
$ 262,919
118,750
25,454
13,029
$
420,152
Allowance for
devaluation
and
obsolescence
52,958
9,914
8,063
4,556
75,491
Net realizable
value
209,961
108,836
17,391
8,473
344,661

The movements of the allowance for devaluation and obsolescence in inventories were as follows:

Beginning balance
Provision of the allowance for inventory devaluation and
obsolescence
Foreign currency translation effects
Ending balance
2021
$ 75,491
4,692
(9,432)
$
70,751
2020
71,274
7,879
(3,662)
75,491

In addition to the regular costs of goods sold, the following profit and loss were the components included in the Group's operating costs:

Loss on the allowance for inventory devaluation and
obsolescence
Revenue from sales of scrap
2021
$ 4,692
(12,131)
$
(7,439)
2020
7,879
(24,982)
(17,103)

As of December 31, 2021 and 2020, the Group did not pledge the inventories as collateral.

  • (f) Material non-controlling interests of subsidiaries

The material non-controlling interests of subsidiaries were as follows:

Subsidiary
Regal Plating Co., Ltd.
Main operation
place/ country of
incorporation
Thailand
Percentage of non-
controlling interests
December
31, 2021
December
31, 2020
%
49
%
49

The following information of the aforementioned subsidiary has been prepared in accordance with the IFRSs endorsed by the FSC. Intra-group transactions were not eliminated in this information.

(Continued)

27

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Regal Plating Co., Ltd.'s collective financial information

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Non-controlling interests
Sales revenue
Net income
Other comprehensive income
Profit for current period attributable to non-controlling
interests
Total comprehensive income attributable to non-controlling
interests
Net cash flows from operating activities
Net cash flows used in investing activities
Net cash flows used in financing activities
Net increase (decrease) in cash and cash equivalents
Dividends paid to non-controlling interests
December 31,
2021
$ 227,124
26,819
(17,999)
(1,264)
$
234,680
$
114,993
2021
$
365,675
$ 23,677
(33,280)
$
(9,603)
$
11,602
$
(4,705)
$ 59,190
(1,557)
(75,336)
$
(17,703)
$
(36,914)
December 31,
2020
300,936
41,405
(21,564)
(1,160)
319,617
156,612
2020
416,658
21,488
(17,125)
4,363
10,529
2,138
59,228
(27,462)
-
31,766
-

(g) Property, plant and equipment

The cost, depreciation, and impairment losses of the property, plant and equipment of the Group for the years ended December 31, 2021 and 2020, were as follows:

Cost or deemed cost:
Balance at January 1, 2021

Additions
Disposals
Reclassification
Foreign currency translation effect
Balance at December 31, 2021

Balance at January 1, 2020

Additions
Disposals
Reclassification
Foreign currency translation effect
Balance at December 31, 2020
Land
$ 166,951
-
-
-
(21,122)
Buildings
239,723
535
(129)
6,684
(30,711)
Machinery and
equipment
309,352
32,122
(13,627)
10,571
(40,710)
Transportation
equipment
28,933
555
(9,625)
-
(3,170)
Office
equipment
136,930
9,155
(4,707)
5,549
(17,856)
Land
improvement
10,271
405
-
-
(1,199)
Equipment to
be inspected
3,994
24,595
-
(22,804)
(602)
Total
896,154
67,367
(28,088)
-
(115,370)
$
145,829
216,102 297,708 16,693 129,071 9,477 5,183 820,063
$ 176,420
-
-
-
(9,469)
250,613
2,545
-
-
(13,435)
318,581
27,993
(22,118)
2,039
(17,143)
31,308
496
(1,189)
-
(1,682)
139,353
11,167
(6,554)
247
(7,283)
10,948
119
(208)
-
(588)
548
5,740
-
(2,286)
(8)
927,771
48,060
(30,069)
-
(49,608)
$
166,951
239,723 309,352 28,933 136,930 10,271 3,994 896,154

(Continued)

28

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Accumulated depreciation and
impairment losses:
Balance at January 1, 2021

Depreciation
Disposals
Foreign currency translation effect
Balance at December 31, 2021

Balance at January 1, 2020

Depreciation
Disposals
Foreign currency translation effect
Balance at December 31, 2020

Carrying amount:
Balance at December 31, 2021

Balance at December 31, 2020

Balance at January 1, 2020
Land
$ -
-
-
-
Buildings
176,580
11,944
(129)
(22,978)
Machinery and
equipment
250,168
23,627
(13,513)
(32,196)
Transportation
equipment
20,552
2,868
(9,454)
(2,244)
Office
equipment
112,547
11,893
(4,674)
(14,654)
Land
improvement
9,796
169
-
(1,134)
Equipment to
be inspected
-
-
-
-
Total
569,643
50,501
(27,770)
(73,206)
$
-
165,417 228,086 11,722 105,112 8,831 - 519,168
$ -
-
-
-
172,846
12,930
-
(9,196)
263,947
22,507
(22,008)
(14,278)
19,645
3,124
(1,170)
(1,047)
112,841
11,999
(6,406)
(5,887)
10,446
119
(208)
(561)
-
-
-
-
579,725
50,679
(29,792)
(30,969)
$
-
176,580 250,168 20,552 112,547 9,796 - 569,643
$
145,829
50,685 69,622 4,971 23,959 646 5,183 300,895
$
166,951
63,143 59,184 8,381 24,383 475 3,994 326,511
$
176,420
77,767 54,634 11,663 26,512 502 548 348,046

Please refer to note 8 for the disclosure of assets pledged as collateral for loans.

(h) Right-of-use assets

The Group leases buildings. Information about leases for which the Group as a lessee was presented below:

Cost:
Balance at December 31, 2021 (the same as the balance at January 1,
2021)
Balance at January 1, 2020
Additions
Disposal
Foreign currency translation effect
Balance at December 31, 2020
Accumulated depreciation:
Balance at January 1, 2021
Depreciation
Balance at December 31, 2021
Balance at January 1, 2020
Depreciation
Disposal
Foreign currency translation effect
Balance at December 31, 2020
Buildings
$
2,668
$ 3,038
2,668
(3,032)
(6)
$
2,668
$ 593
889
$
1,482
$ 1,573
1,052
(2,029)
(3)
$
593

(Continued)

29

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Carrying amount:
Balance at December 31, 2021
Balance at December 31, 2020
Balance at January 1, 2020
Buildings
$
1,186
$
2,075
$
1,465

(i) Intangible assets

The cost, amortization, and impairment losses of the intangible assets of the Group for the years ended December 31, 2021 and 2020, were as follows:

Costs:
Balance at January 1, 2021
Additions
Reclassification
Foreign currency translation effect
Balance at December 31, 2021
Balance at January 1, 2020
Additions
Disposals
Reclassification
Foreign currency translation effect
Balance at December 31, 2020
Amortization and impairment loss:
Balance at January 1, 2021
Amortization
Foreign currency translation effect
Balance at December 31, 2021
Balance at January 1, 2020
Amortization
Disposals
Foreign currency translation effect
Balance at December 31, 2020
Carrying amount:
Balance at December 31, 2021
Balance at December 31, 2020
Balance at January 1, 2020
Computer
software
$ 59,536
2,475
(288)
(7,331)
$
54,392
$ 87,652
7,291
(40)
(30,554)
(4,813)
$
59,536
$ 48,690
3,723
(5,996)
$
46,417
$ 48,145
3,082
(7)
(2,530)
$
48,690
$
7,975
$
10,846
$
39,507
Trademark
1,276
74
41
(168)
1,223
857
462
-
-
(43)
1,276
12
43
29
84
-
12
-
-
12
1,139
1,264
857
Total
60,812
2,549
(247)
(7,499)
55,615
88,509
7,753
(40)
(30,554)
(4,856)
60,812
48,702
3,766
(5,967)
46,501
48,145
3,094
(7)
(2,530)
48,702
9,114
12,110
40,364

(Continued)

30

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(j) Short-term loans

Credit loans
Secured bank loans
Unused credit lines
Interest rate (%)
December 31,
2021
$ 44,264
-
$
44,264
$
925,093
0.96~2.10
December 31,
2020
169,464
200,676
370,140
745,000
0.96~2.10

Please refer to note 8 for the information of the collateral for loans.

(k) Corporate bonds payable

Total convertible corporate bonds issued
Unamortized discounted corporate bonds payable
Cumulative converted amount
Corporate bonds balance at year-end
Embedded derivative – remeasurment of call and put
options (recorded as financial liabilities at fair value
through profit or loss)
Equity component – conversion options (recorded as
capital surplus– stock options)
Remeasurment losses of call and put options
(recorded as other gains and losses)
Interest expense
December 31,
2021
$ 250,000
(10,111)
(100)
$
239,789
$
1,075
$
10,763
2021
$
75
$
5,104
December 31,
2020
250,000
(15,219)
-
234,781
1,000
10,767
2020
200
401

A resolution had been made during the board meeting held on October 5, 2020 for the Company to issue its unsecured convertible bonds in the principal amount of $250,000 thousand for loan repayment and working capital enrichment, with an coupon rate of 0% for 3 years and issued at 100.5% of the par value.

(Continued)

31

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Company issued its unsecured convertible bonds amounting to $251,250 thousand on December 3, 2020 upon the approval by the Financial Supervisory Commission on November 11, 2020. The Company recognize liability and equity components of convertible bonds separately as follows:

Discounted present value of convertible bonds on the date of issuance
Embedded derivative financial instruments on the date of issuance (put
option and call option)
Equity component on the date of issuance (conversion option)
December 31,
2020
$ 239,450
800
11,000
$
251,250

The transaction costs of $5,320 thousand that related to the issuance of aforementioned convertible bonds were allocated to the components of liabilities, equity and derivative instruments in proportion to their relative fair value. The transaction cost of $17 thousand related to derivative instruments was directly recognized in profit and loss. The transaction cost of $5,070 thousand related to the liability would be amortized at the effective interest rate over the duration of the convertible bond; and the transaction cost of $233 thousand related to the equity component will not be remeasured after the initial recognition.

  • (i) Terms of issuing unsecured convertible bonds are as follows:

  • 1) Coupon rate: 0%

  • 2) Duration period: 3 years (December 2, 2020, to December 2, 2023)

  • 3) Repayment term: the bond are repayable in cash upon maturity of the bonds, except for those which were repurchased by the Company, sold back to the Company, or converted to common stock before maturity.

  • 4) Conversion period: beginning from three month after the issuance date (March 3, 2021) until maturity (December 2, 2023), bondholders may convert the bonds into common stock according to the conversion rate set in the agreement.

  • 5) The Company's call option (right of redemption): beginning from three month after the issuance date (March 3, 2021) until 40 days before maturity (October 23, 2023), if the stock closing price exceeds 30% of the conversion price for 30 consecutive working days, or the remaining principal amount of bonds payable, which have not yet been converted into shares is lower than 10% of the total principal, the Company is entitled to send a "bond redemption notification" to the bondholders and publish an announcement through the TPEx to exercise its call option.

  • 6) Bondholders' put option: bondholders are entitled to exercise the put option on December 2, 2022 with an exercise price at 101.0025% (annual yield rate of the put option is 0.5%) of the par value of the bonds. Upon receipt of a sell back request, the Company shall pay the amount to the bondholders by cheque or electronic transfer within 5 working days of the put date.

(Continued)

32

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

7) Conversion price and adjustment:

The conversion price at the issue date is TWD 30.5 per share. If there is any increase in the Company's common stock (including but not limited to cash injection by public offering or private offering, capital increase from retained earnings or capital surplus, issuance of new shares for consolidation purposes or as the consideration payable by the Company for its acquisition of another company's shares, stock split, or cash injection by participating in the issuance of overseas depository receipts) except for increases in shares from conversion of securities in which a stock conversion right or stock warrant was embedded or from issuance of new shares as employees' bonus, the Company shall calculate and adjust the conversion price based on the formula stated in the conversion arrangement before publishing an announcement through the TPEx. The adjustment shall be made at the ex rights date when issuing new shares. However, the adjustment will be made at the date when the new share subscriptions are fully collected if the issuance of new shares involves share subscription collection. If the issue price of new shares changes after the ex rights date for issuing new shares, the conversion price should be adjusted based on the revised issue price by using the formula stated in the conversion arrangement. If such recalculated conversion price is lower than that announced to the public through the TPEx before the ex rights date for issuing new shares, the Company should re announce the adjustment of the conversion price through the TPEx. The conversion price as of December 31, 2020 is NT$30.5 per share.

The conversion price was adjusted to $29.9 per share on September 10, 2021.

(ii) Financial liabilities measured at fair value through profit or loss are as follows:

Embedded derivative financial instruments (put option
and call option)
Balance at the beginning
Addition in the period
Valuation loss in the period
Converted in the period
December 31,
2021
$ 1,000
-
75
-
$
1,075
December 31,
2020
-
800
200
-
1,000

The bondholders are entitled to exercise the put option on December 2, 2022 to sell back the bonds to the Company. As such, the Company reported the bonds payable and the embedded derivative financial instruments under current liabilities on December 31, 2021.

(Continued)

33

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iii) The balance of the equity component recorded as capital surplus stock options are as follows:

Balance at the beginning
Addition in the period
Less: underwriting expenses
Converted in the period
Balance at the end
December 31,
2021
$ 10,767
-
-
(4)
$
10,763
December 31,
2020
-
11,000
(233)
-
10,767

(l) Lease liabilities

December 31, 2021
Future
minimum lease
payments
Interests
Less than one year
$ 914
14
Between one and five years
305
1
$
1,219
15
Current
$
914
14
Non-current
$
305
1
December 31, 2020
Future
minimum lease
payments
Interests
Less than one year
$ 914
30
Between one and five years
1,219
15
$
2,133
45
Current
$
914
30
Non-current
$
1,219
15
The amounts recognized in profit or loss were as follows:
2021
Interests on lease liabilities
$
30
Expenses relating to short-term leases
$
2,122
Expenses relating to leases of low-value assets, excluding
short-term leases of low-value assets
$
476
December 31, 2021
Future
minimum lease
payments
Interests
$ 914
14
305
1
$
1,219
15
$
914
14
$
305
1
December 31, 2020
Present value
of minimum
lease payments
900
304
1,204
900
304
Present value
of minimum
lease payments
884
1,204
2,088
884
1,204
2020
40
1,426
318

(Continued)

34

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The amounts recognized in the statement of cash flows for the Group were as follows:

Total cash outflow for leases
2021
$
3,542
2020
2,826
  • (i) Building leases

As of December 31, 2021, the Group leases buildings for its office space, which typically run for a period of 2 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.

(ii) Other leases

The Group also leases printers and other office equipment with contract terms of one to five years. These leases are short-term leases or leases of low-value items. The Group has elected not to recognize its right-of-use assets and lease liabilities for these leases.

(m) Employee benefits

(i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:

December 31,
2021
Net defined benefit liabilities
$
25,467
1)
Movements in present value of the defined benefit obligations
December 31,
2020
28,170

The movements in present value of the defined benefit obligations for the Group were as follows:

Defined benefit obligations at the beginning

Current service costs and interest cost
Remeasurements of the net defined benefit
liabilities
-Actuarial gains and losses arising from
changes in adjustments based on experiences
-Actuarial gains and losses arising from
changes in demographic assumptions
-Actuarial gains and losses arising from
changes in financial assumptions
Effect of movements in exchange rates
Benefits paid
Defined benefit obligations at December 31
2021
$ 28,170
3,878
6,378
(4,418)
(654)
(3,539)
(4,348)
$
25,467
2020
27,735
2,680
8,351
166
(342)
(1,528)
(8,892)
28,170

(Continued)

35

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 2) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Group were as follows:

Current service costs
Net interest of net liabilities for defined benefit
obligations
Operating costs
Administration expenses
2021
$ 3,540
338
$
3,878
$ 2,483
1,395
$
3,878
2020
2,421
259
2,680
1,504
1,176
2,680
  • 3) Remeasurement of defined benefit liabilities recognized in other comprehensive income

The Group's remeasurements of the defined benefit liabilities recognized in other comprehensive income for the years ended December 31, 2021 and 2020, were as follows:

Accumulated amounts at the beginning
Amounts recognized during the period
Accumulated amounts at December 31
2021
$ (14,916)
(1,306)
$
(16,222)
2020
(6,741)
(8,175)
(14,916)
  • 4) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate (monthly paid employees)
Discount rate (daily paid employees)
Future salary increase rate (monthly paid
employees)
Future wages increase rate (daily paid
employees)
December 31,
2021
December 31,
2020
2.22%~2.85%
1.68%~1.97%
2.14%~2.87%
1.98%~1.99%
3.59%
3.91%
2.74%
3.00%

The expected payments to be made by the Group to the defined benefit plans for the oneyear period after the reporting date is $3,706 thousand.

The weighted average lifetimes of the defined benefits plans for daily paid and monthly paid employees are 11~19 years and 12~18 years, respectively.

(Continued)

36

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

5) Sensitivity analysis

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:

December 31, 2021
Discount rate (changes: 0.50%)
Future salary increasing rate (changes: 0.50%)
December 31, 2020
Discount rate (changes: 0.50%)
Future salary increasing rate (changes: 0.50%)
Impact on defined benefit
obligations
Increased
0.50%
Decreased
0.50%
(642)
684
223
(210)
(760)
964
503
(468)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2021 and 2020.

(ii) Defined contribution plans

The Group allocates 6% of each employee's monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Group allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of Labor Insurance amounted to $533 thousand and $528 thousand for the years ended December 31, 2021 and 2020, respectively.

(n) Income taxes

  • (i) The Company was incorporated in the Cayman Islands, where corporate income tax is not required to be paid. RJM, RGP, RMS, Linden and RGI’s statutory income tax rate is 20%. GVG Hong Kong's statutory income tax rate is 16.5%. GVG Shenzhen's statutory income tax rate is 25%.

(Continued)

37

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) The components of income tax in the years 2021 and 2020 were as follows:

Current tax expense
Current period
Deferred tax expenses (benefits)
Origination and reversal of temporary differences
Income tax expense
2021
$ 51,751
13,540
$
65,291
2020
29,981
(3,335)
26,646

Reconciliation of income tax and profit before tax for 2021 and 2020 was as follows:

Profit excluding income tax
Income tax using the statutory tax rate at each
jurisdictions
Tax estimation (reversal) on subsidiary's earning
distribution
Adjustment according to tax act
Total
2021
$
202,967
$ 48,816
14,013
2,462
$
65,291
2020
124,294
32,283
(3,535)
(2,102)
26,646

(iii) Deferred tax assets and liabilities

  • 1) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2021 and 2020 were as follow:

Deferred tax liabilities:

Balance at January 1, 2021
Recognized in profit or loss
Reclassification
Balance at December 31, 2021
Balance at January 1, 2020
Recognized in profit or loss
Balance at December 31, 2020
Taxable
investment
income
$ (35,367)
(14,013)
(12,157)
$
(61,537)
$ (38,902)
3,535
$
(35,367)

(Continued)

38

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Deferred tax assets:

Balance at January 1, 2021
Recognized in profit or loss
Effect of exchange rate changes
Balance at December 31, 2021
Balance at January 1, 2020
Recognized in profit or loss
Effect of exchange rate changes
Balance at December 31, 2020
Impairment
losses on trade
receivables
$ 1,277
(925)
(111)
$
241
$ 3,525
(2,046)
(202)
$
1,277
Impairment
losses on
inventories
14,468
974
(1,883)
13,559
13,947
1,262
(741)
14,468
Accrued
pension
liabilities
5,556
143
(721)
4,978
5,469
382
(295)
5,556
Others
470
281
(64)
687
277
202
(9)
470
Total
21,771
473
(2,779)
19,465
23,218
(200)
(1,247)
21,771

(iv) Examination and approval

The Company is not required to pay income tax in the country where it is incorporated.

In Thailand, where RJM, RGP, RMS, and Linden operates, the corporate income tax returns are examined by the tax authority without issuing official approval certificates. Income taxes paid in prior years have received income tax receipts up to 2020. Corporate income tax returns of GVG Hong Kong and GVG Shenzhen have been submitted to the revenue department through 2020. Corporate income tax returns submitted by the Company’s Taiwan branch RIC had been approved by the revenue department through 2020.

(o) Capital and other equity

Reconciliation of share outstanding for the years ended December 31, 2021 and 2020 was as follow:

Balance of outstanding shares on January 1
Restricted shares vested in the year
Conversion of convertible bonds
Balance of outstanding shares on December 31
Restricted shares granted to employees at January 1
Restricted shares vested in the year
Restricted shares canceled
Balances of total shares issued on December 31
Unit: thousand shares
Common Stock
2021
2020
38,273
38,160
113
113
3
-
38,389
38,273
113
310
(113)
(113)
-
(84)
38,389
38,386
2021
38,273
113
3
38,389
113
(113)
-
38,389

As of December 31, 2021 and 2020, the total value of authorized ordinary shares each amounted to $600,000 thousand, with a par value of $10 per share. There were $383,893 thousand and $383,860 thousand ordinary shares issued at December 31, 2021 and 2020, respectively.

(Continued)

39

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(i) Issuance of common stock

As of 2021, the Company issued 3 thousand new shares due to the exercise of conversion rights by the holders of convertible corporate bonds, which were issued at par value, with a total value of $33 thousand.There was no such event in 2020.

As of November 19, 2019, the Company recalled 70 thousand restricted shares due to the resignation of the employees, with a par value of $10 per share, and correspondingly adjusted - its capital surplus restricted shares to employees and employee's unearned remuneration for $3,766 thousand, respectively. A resolution was made by the Board of Directors on March 13, 2020, to cancel the recalled shares, with the record date of the cancellation on March 17, 2020. The registration for the cancellation has been completed, resulting in adjusting capital surplus - restricted shares to employees for $700 thousand.

As of July 3, 2020, the Company recalled 14 thousand restricted shares due to the resignation of the employees, with a par value of $10 per share, and correspondingly adjusted its capital - surplus restricted shares to employees and employee's unearned remuneration for $$753 thousand, respectively. A resolution was made by the Board of Directors on August 13, 2020, to cancel the recalled shares, with the record date of the cancellation on August 27, 2020. The - registration for the cancellation has been completed, resulting in adjusting capital surplus restricted shares to employees for $140 thousand.

(ii) Capital surplus

The balance of capital surplus was as follows:

The balance of capital surplus was as follows:
Additional paid-in capital
Restricted shares to employees
Issuance of convertible bonds-stock options
December 31,
2021
$ 418,437
9,899
10,763
$
439,099
December 31,
2020
418,370
9,899
10,767
439,036

A resolution was made by the Board of Directors on March 11, 2021, to distribute $63,726 thousand from the additional paid-in capital as cash dividends to shareholders.

The aforesaid matters will be decided at the shareholders’ meeting to be held in June 2022.

The distribution information resolved during the meeting of the Board of Directors and shareholders would be available on the Market Observation Post System Website.

(Continued)

40

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Retained earnings

According to the Company's Articles, if there are profits for the year, the profits should first be used to pay income tax; thereafter, offset the prior year’ s deficit, if any. Of the remaining balance, 10% is to be appropriated as legal reserve. Any remainder will be allocated as special surplus reserve as required by the applicable securities authority of the ROC under the applicable public company rules. The remaining profit, if any, after combining all or part of the accumulated undistributed profits in the previous years and the reversed special surplus reserve, shall be allocated as dividends to the shareholders in proportion to their shareholdings based on the resolution approved during the board meeting. Subject to the law of Cayman Islands and the applicable public company rules, and unless otherwise resolved by the Board and the shareholders, as well as after having considered the financial, business and operational factors of the Company, the dividends shall not be less than fifty percent (50%) of the profit after tax of the relevant year. The distribution may be made by way of cash dividends or stock dividends, or a combination thereof, provided that, the cash dividends shall not be less than 30% of the total amount of dividends payable.

1) Special reserve

In accordance with Ruling issued by FSC, the Company shall set aside a special reserve before earnings distribution equal to the net balance of other deductions in shareholders' equity in the current period from the net income in the current period and the unappropriated retained earnings. The special reserve set aside based on the deductions in shareholders' equity that resulted from prior periods cannot be distributed to shareholders. The Company can distribute its special reserve with an amount not exceeding that of the reversal of such deductions.

2) Earnings distribution

Earnings distribution for 2020 was decided during the shareholders’ meeting held on July 30, 2021 as follow:

Dividends distributed to shareholders:
Cash
2020 2020
Amount per
share
$ 0.500
Total Amount
19,193

The Company's cash dividends for 2021 earnings distribution was resolved during the meeting of the Board of Directors on March 11, 2022 for $0 thousand.

The earnings distribution for 2021 will be decided at the shareholders’ meeting to be held in June 2022.

The earnings distribution information resolved during the meeting of the Board of Directors and shareholders would be available on the Market Observation Post System Website.

(Continued)

41

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iv) Other equity

Balance at January 1, 2021
Exchange differences on foreign operations
Unrealized gains (losses) from financial assets measured
at fair value through other comprehensive income
Share-based payments
Balance at December 31, 2021
Balance at January 1, 2020
Exchange differences on foreign operations
Unrealized gains (losses) from financial assets measured
at fair value through other comprehensive income
Restricted shares to employees
Share-based payments
Balance at December 31, 2020
Exchange
differences on
translation of
foreign financial
statements
$ 18,686
(135,321)
-
-
$
(116,635)
$ 66,091
(47,405)
-
-
-
$
18,686
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
(11,318)
-
(588)
-
(11,906)
-
-
(11,318)
-
-
(11,318)
Share-based
payments
unearned
compenssation
(1,750)
-
-
1,750
-
(6,795)
-
-
753
4,292
(1,750)
Total
5,618
(135,321)
(588)
1,750
(128,541)
59,296
(47,405)
(11,318)
753
4,292
5,618

(v) Non-controlling interests of subsidiaries, net of tax

Balance at January 1, 2020
Share attributable to non-controlling interests:
Net income
Exchange differences on foreign operations
Actruarial gains and losses
Changes in non-controlling interests
Subsidiary distributes cash dividends to non-
controlling interests
2021
$ 157,616
10,727
(16,337)
(62)
439
(36,914)
$
115,469
2020
156,837
9,305
(8,526)
-
-
-
157,616
(p) Share-based payment
Details on restricted shares are as follows:
Number of shares on January 1
Vested during the year
Forfeited during the year
Number of shares on December 31
Unit: thousand shares
2021
2020
113
240
(113)
(113)
-
(14)
-
113

(Continued)

42

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The share-based payment costs for 2021 and 2020 were $1,750 thousand and $4,292 thousand, respectively; and the unvested share-based payments amounted to $0 thousand and $1,750 thousand, respectively, which were recorded as reductions of other equity. Please refer to note 6(o) for the changes in share capital and other equity.

(q) Earnings per share

The calculation of basic and diluted earnings per share was as follows:

Basic earnings per share:
Net income attributable to common stocks
Weighted-average number of common stocks outstanding
Basic earnings per share (New Taiwan dollars)
Diluted earnings per share:
Net income attributable to common stocks
Interest expenses of convertible bonds
Losses from remeasurement of financial liabilities at fair
value through profit or loss
Net income attributable to common stocks
Weighted-average number of common stocks outstanding
Potential dilutive effect on common stocks
Conversion of convertible bonds
Unvested restricted employee shares
Weighted-average number of common shares outstanding
-diluted
Diluted earnings per share (New Taiwan dollars)
(r)
Revenue from contracts with customers
(i)
Disaggregation of revenue
Primary geographical markets:
Thailand
United States
France
United Kingdom
Canada
Other
Unit: thousand shares
2021
2020
$
126,949
88,343
38,283
38,170
$
3.32
2.31
$ 126,949
88,343
5,104
401
75
200
$
132,128
88,944
38,283
38,170
8,358
672
-
52
46,641
38,894
$
2.83
2.29
2021
2020
$ 1,162,811
888,254
305,635
330,576
157,365
188,694
166,453
128,759
146,887
97,232
149,212
132,042
$
2,088,363
1,765,557

(Continued)

43

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Main product/service line
Designing, manufacturing and selling jewelry and
gems
Electroplating
2021
$ 2,006,792
81,571
$
2,088,363
2020
1,631,729
133,828
1,765,557

(ii) Remaining balances of contracts

Trade receivables
Less: loss allowance
Total
Contract liabilities (recorded as
other current liabilities)
December 31,
2021
$ 537,664
(1,815)
$
535,849
$
1,766
December 31,
2020
481,598
(6,388)
475,210
3,663
January 1,
2020
749,940
(17,626)
732,314
997

For details on trade receivables and impairments, please refer to note 6(c).

The amounts of revenue recognized for the years ended December 31, 2021 and 2020 that were included in the contract liability balance at the beginning of the period were $3,605 thousand and $866 thousand, respectively.

The major changes in the balance of contract liabilities were the differences between the time frame in the performance obligation to be satisfied and the payment received.

(s) Employee compensation and directors' remuneration

According to the amendment of the Company's Articles of Incorporation which was approved during the shareholders' meeting at May 20, 2016, no less than 1 % of the current-year profit before tax, excluding employee compensation and directors' remuneration, shall be distributed as employee compensation, and no more than 3% of the profit as remuneration to directors. However, if the Company has an accumulated deficit, the profit should first be used to offset the deficit. The compensation and remuneration shall be made by way of cash or stock, or a combination of both, wherein the recipients may include the employees of the Company's affiliated companies who meet certain conditions decided by the Board of Directors of the Company.

The Company accrued $0 thousand for employees’ remuneration and $0 for the remunerations to directors for the year ended December 31, 2021.

(Continued)

44

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

These amounts were calculated using the Company's net income before tax without the remuneration to employees and directors for each period, multiplied by the proposed percentage which is stated under the Company's Article of Incorporation. These remunerations were expensed under operating costs or expenses for each period.

If there is a difference between the actual distribution amount in the next year and the estimated amount, it will be treated according to the change in accounting estimates, and the difference will be recognized as the profit and loss of the following year.

If the board of directors decides to pay employees in stock, the basis for calculating the number of shares for stock compensation is based on the closing price on the day before the decision of the board of directors.

Since the profit for this period shall be used to offset the Company's accumulated deficits, the Company did not accrue any remunerations to its employees and directors for 2020.

The Company's employee compensation and directors' remuneration approved by the Board of Directors for the year ended December 31, 2020 was $360 thousand and $0, respectively. The difference between the estimated amount in the 2020 consolidated financial report and the approved amount was $360 thousand. The Company recognized the difference as profit or loss in 2021.

The Company's employee compensation and directors' remuneration approved by the Board of Directors for the year ended December 31, 2021 was $2,819 thousand and $1,410 thousand, respectively. The difference between the estimated amount in the 2021 consolidated financial report and the approved amount was $2,819 thousand and $1,410 thousand, respectively. The Company will recognized the difference as profit or loss in 2022. The employee compensation and directors' remuneration information would be available on the Market Observation Post System Website.

  • (t) Non-operating income and expenses

  • (i) Interest income

The details of interest income were as follows:

Interest income from bank deposits

  • (ii) Other income The details of other income were as follows: Others

==> picture [167 x 108] intentionally omitted <==

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

2021 2020
$ 368 643
2021 2020
$ 10,928 7,238
----- End of picture text -----

(Continued)

45

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Other gains and losses

The details of other gains and losses were as follows:

Gains on disposal of property, plant and equipment
Losses on disposal of intangible assets
Gains on lease modification
Foreign exchange gains, net
Losses from financial liabilities at FVTPL
Others
Total
Finance costs
The details of finance costs were as follows:
Interest expenses on loans from banks
Corporate bonds payable
Interest expenses on lease liabilities
2021
$ 1,409
-
-
17,371
(75)
(6)
$
18,699
2021
$ 3,111
5,104
30
$
8,245
2020
219
(33)
17
10,463
(200)
(270)
10,196
2020
8,237
401
40
8,678

(iv) Finance costs

(u) Financial instruments

  • (i) Credit risk

1) Risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

2) Concentration of credit risk

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, the management also considers the statistical information on the Group's customer base, including the default risk of the industry and country in which customers operate. These factors may have an influence on credit risk. The Group's trade receivables were obviously concentrated on three main customers, which accounted for 84% and 74% of the total amount of trade receivables as of December 31, 2021 and 2020. As of December 31, 2021 and 2020 the Group's trade receivables concentrated on three main customers were $444,817 thousand and $353,248 thousand, respectively.

3) Credit risk of receivables

Please refer to note 6(c) for information on credit risk of trade receivables; and note 6(d) for details of other receivables.

(Continued)

46

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Liquidity Risk

The following table shows the contractual maturity of the financial liabilities excluding the impact of estimated interest.

December 31, 2021
Non-derivative financial liabilities
Short-term loans
Payables
Lease liabilities
Corporate bonds payable
(including embedded derivative
financial instruments)
Guarantee deposits received
December 31, 2020
Non-derivative financial liabilities
Short-term loans
Payables
Lease liabilities
Corporate bonds payable
(including embedded derivative
financial instruments)
Guarantee deposits received
Carrying
amount
$ 44,264
118,833
1,204
240,864
3,593
$
408,758
$ 370,140
136,717
2,088
235,781
3,801
$
748,527
Contractual
cash flows
44,264
118,833
1,204
240,864
3,593
408,758
370,140
136,717
2,088
235,781
3,801
748,527
Less than 1
year
44,264
118,833
900
240,864
-
404,861
370,140
136,717
884
-
-
507,741
1-2 years
-
-
304
-
-
304
-
-
1,204
-
-
1,204
More than 2
years
-
-
-
-
3,593
3,593
-
-
-
235,781
3,801
239,582

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Currency risk

1) Currency risk exposure

The Group's significant exposure to foreign currency risk was as follows:

Fi nancial assets
Monetary items
USD
nancial liabilities
Monetary items
USD
D ecember 31, 2021 Amount
205,326
66,237
December 31, 2020
Foreign
currency
(in thousands)
$ 7,418
2,393
Exchange rate
27.68
27.68
Foreign
currency
(in thousands)
19,170
2,570
Exchange rate
Amount
28.48
545,973
28.48
73,185
Fi

(Continued)

47

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 2) Sensitivity analysis

The Group's exposure to foreign currency risk mainly arises from the translation of the foreign currency exchange gains and losses on trade receivables and short-term loans, which are denominated in foreign currency.

A strengthening (weakening) of the TWD against the USD for 1% as of December 31, 2021 and 2020, would have decreased (increased) profit before tax for the years ended December 31, 2021 and 2020, by $1,391 thousand and $4,728 thousand, respectively. The analysis is performed on the same basis for the prior year.

  • 3) Exchange gains and losses of monetary items

Due to the different types of functional currency of the Group, the Group discloses its exchange gains and losses of monetary items aggregately. The Company's exchange gains, including realized and unrealized, were $17,371 thousand and $10,463 thousand for the years ended December 31, 2021 and 2020, respectively.

(iv) Interest rate analysis

The following sensitivity analysis is based on the exposure to interest rate risk for derivative and non-derivative financial instruments on the reporting date.

If the interest rate had increased / decreased by 1%, the Group's profit before tax would have decreased / increased by $443 thousand and $3,701 thousand for the years ended December 31, 2021 and 2020 with all other variable factors remaining constant. This was mainly due to the Group's borrowing at variable rate.

  • (v) Fair value information

  • 1) Categories and fair value of financial instruments

The carrying amount and the fair value of financial assets and financial liabilities, including fair value hierarchy disclosures were as follows; except for financial instruments not measured at fair value whose carrying amount is a reasonable approximation of the fair value and disclosure of fair value information for such instruments is not required:

Financial assets at fair
value through other
comprehensive income
Unlisted equity
instruments measured
at fair value
December 31, 2021 December 31, 2021 December 31, 2021
Carrying
amount
$ 294
Fair value
Level 1
-
Level 2
-
Level 3
294
Total
294

(Continued)

48

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets measured
at amortized cost
Cash and cash
equivalents
Trade receivables
Other receivables
Other financial assets
-non-current
Subtotal
Total
Financial liabilities
measured at fair value
through profit or loss
Put and call options of
corporate bonds
Financial liabilities
measured at amortized
cost
Short-term loans
Notes and accounts
payables
Other payables
Lease liabilities
Guarantee deposits
received
Subtotal
Total
Financial assets at fair
value through other
comprehensive income
Unlisted equity
instuments measured
at fair value through
profit or loss
December 31, 2021 December 31, 2021 December 31, 2021
Carrying
amount
$ 270,283
535,849
7,766
9,196
823,094
$
823,388
$ 1,075
44,264
17,524
101,309
1,204
3,593
167,894
$
168,969
Fair value
Level 1
Level 2
Level 3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
294
-
-
1,075
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,075
December 31, 2020
Total
-
-
-
-
-
294
1,075
-
-
-
-
-
-
1,075
Fair value
Level 1
-
Level 2
-
Level 3
882
Total
882

(Continued)

49

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets measured
at amortized cost
Cash and cash
equivalents
Trade receivables
Other receivables
Other financial assets
-non-current
Subtotal
Total
Financial liabilities
measured of fair value
through profit or loss
Put and call options of
corporate bonds
Financial liabilities
measured at amortized
cost
Short-term loans
Notes and accounts
payables
Other payables
Lease liabilities
Corporate bonds
payable
Guarantee deposits
received
Subtotal
Total
December 31, 2020 December 31, 2020 December 31, 2020
Carrying
amount
$ 674,257
475,210
22,145
9,698
1,181,310
$
1,182,192
$ 1,000
370,140
31,235
105,482
2,088
234,781
3,801
747,527
$
748,527
Fair value
Level 1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
882
1,000
-
-
-
-
-
-
-
1,000
Total
-
-
-
-
-
882
1,000
-
-
-
-
-
-
-
1,000
  • 2) The Group seeks to use market observable inputs when measuring the fair values of assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

  • ‧ Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • ‧ Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. such as prices) or indirectly (i.e. derived from calculation of prices).

(Continued)

50

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • ‧ Level 3: inputs for the assets or liability that are not based on observable market data (unobservable inputs).

  • 3) Valuation techniques for financial instruments measured at fair value non-derivative

The fair value of unlisted equity instruments is estimated and calculated by using the comparable company approach with a liquidity discount rate which reflects the time value of money and the investment risk premium.

  • 4)

  • Derivative financial instruments evaluation

The put options and call options of the corporate bonds payable are based on Binary Tree Model to estimate the fair value.

  • 5) Reconciliation of Level 3 fair values
Balance at January 1, 2021
Unrealized valuation losses
Balance at December 31, 2021
Balance at January 1, 2020
Unrealized valuation losses
Issued
Balance at December 31, 2020
Current/non-
current financial
liabilities at fair
value through
profit or loss
Non-current
financial assets at
fair value through
other
comprehensive
income
882
(588)
294
12,200
(11,318)
-
882
合 計
1,882
(513)
1,369
12,200
(11,318)
1,000
1,882
$ 1,000
75
$
1,075
$ -
-
1,000
$
1,000

The above total gain or loss is reported in “ other gains and losses” and “ unrealized valuation gains (losses) on financial assets at fair value through other comprehensive gains and losses”.” Among them, the assets still held in 2021 and 2020 are as follows:

Total gains and losses
Gain or loss is reported in “other gains and
losses”
Gain or loss is reported in “unrealized valuation
gains (losses) on financial assets at fair value
through other comprehensive gains and
losses”
2021
2020
$ 75
-
(588)
(11,318)

(Continued)

51

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 6) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at fair
value through other
comprehensive income-
equity investments without
an active market
Financial liabilities at fair
value through profit or loss
Valuation
technique
Comparables
companty Method
Binary tree
convertible bond
evaluation model
Significant
unobservable
inputs
Ibter-relationship
between significant
unobservable inputs
and fair value
measurement

Discount for
lack of
marketability.

The estimated fair
value would
decrease if liquidity
discount were higher

Volatility

The higher the
volatility, the higher
the fair value
  • 7) Fair value measurements in Level 3 sensitivity analysis of reasonably possible alternative assumptions

The Group's measurement of fair values for financial instrument is reasonable. However, a different valuation technique or possible changes to one of the significant unobservable inputs would have different effects. For fair value measurements in Level 3, one of the key significant unobservable inputs is the annual revenue growth rate forecast. The Group did not disclose the sensitivity analysis of that forecast because the possible changes in the annual revenue growth rate forecast would not cause significant potential financial impact.

  • (v) Financial risk management

  • (i) Overview

The Group's exposures to the following risks from its financial instruments:

  • 1) credit risk

  • 2) liquidity risk

  • 3) market risk

The following likewise discusses the Group's objectives, policies and processes for measuring and managing the above-mentioned risks. For more disclosures about the quantitative effects of these risks’ exposures, please refer to the respective notes in the accompanying consolidated financial statements.

  • (ii) Structure of risk management

The Group identifies and analyzes its risks to set appropriate control procedures to ensure the effectiveness of risk management.

(Continued)

52

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group uses derivatives to hedge risks. In order to lower the exchange rate risk, interest risk and credit risk, derivatives and non-derivative financial instruments are monitored by its finance management committee and regulated by its internal policies. The internal auditors continuously undertake reviews on policy compliance and maximum risk exposures.

The Group does not trade in financial instruments, including derivatives, for the purpose of arbitrage.

Finance management committee regularly reports to the Board of Directors on operation of derivative and non-derivative financial instruments.

(iii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers.

1) Trade and other receivable

In order to reduce the credit risk from receivables, the Group evaluate customers' financial status and obtain insurance coverage for trade receivables from overseas customers. In addition, the Group regularly assesses the collectability and records allowance for expected credit loss. In conclusion, the Company's management is able to control credit risk from trade receivable effectively.

In accordance with the credit policy, all of operating units in the Group are required to perform an analysis of each new customer's credit risk and management before offering payment and delivery terms. The internal risk management evaluates customer credit quality based on financial status, past experience and other factors. An individual risk limit is set on the basis of internal and external ratings. The used credit limit is monitored regularly.

2) Investments

The exposure to credit risk for the bank deposits and other financial instruments is measured and monitored by the Group's finance management committee, and is properly reviewed and approved based on the approval authority. The Group deals with banks and financial institutions with good credit rating, and selects target companies with caution to control its exposure. Consequently, there is no significant credit risk arising from these counterparties.

3) Guarantees

The Group's policy is to provide endorsements and guarantees only to counter parties who meet the requirements in the Group's Regulations Governing Making Endorsements/ Guarantees. As of December 31, 2021 and 2020, the endorsement and guarantees provided by the Group were both $0 thousand.

(Continued)

53

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iv) Liquidity risk

The finance management committee monitors working capital demand based on forecasts. The Group maintains sufficient fund to fulfill operational requirements and retain sufficient credit line to avoid violation of related terms and conditions. The forecast is in consideration of finance project and compliance with the terms of loan agreements. Besides, as of December 31, 2021 and 2020, the Group’ s unused credit line were $925,093 thousand and $745,000 thousand, respectively.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other prices, will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

1) Currency risk

The Group is exposed to currency risk on sales and borrowings that are denominated in a currency other than the respective functional currencies of the Group’s entities, such as NTD, Thai Baht(THB), Hong Kong dollar(HK) and Chinese Yuan (RMB). The currencies used in these transactions are the US Dollar (USD).

The Group does not have significant net exposure to currency risk arising from its receivables and payables denominated in a foreign currency. The Group uses natural hedge as its policy to hedge currency risk.

2) Interest rate risk

The Group’s financial assets with exposure to fluctuation in fair value due to changes in interest rates are bank deposits; financial liabilities with that exposure are short-term loans. However, the changes in fair value of financial instrument due to changes in interest rates are immaterial.

3) Other price risk

The Group held unlisted investments for which there is no quoted market price in active markets. These are strategic investments and are not held for trading. The Group does not actively trade the investment positions. The Group does not expect that there is a significant market risk related to these investments.

(w) Capital management

The Group's objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the dividend payments to the shareholders, reduce the capital for return to shareholders, issue new shares, or sell assets to settle any liabilities.

(Continued)

54

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group use the debt-to-equity ratio to manage capital. This ratio is the total debt divided by the total equity. The total debt is derived from the total liabilities in the balance sheet. The total equity includes common stocks, capital surplus, retained earnings, other equity and non-controlling interest.

The Group's collective quantitative data is as follows:

Total liabilities
Total equity
Debt-to-equity ratio
December 31,
2021
$
537,643
$
1,014,564
%
52.99
December 31,
2020
846,563
1,084,262
%
78.08

As of December 31, 2021, there were no changes in the Group’s approach to manage capital.

  • (x) Investing and financing activities not affecting current cash flow

Reconciliation of liabilities arising from financing activities was as follows:

Short-term loans
Lease liabilities
Corporate bonds payable
Total liabilities from financing
activities
Short-term loans
Lease liabilities
Corporate bonds payable
Total liabilities from financing
activities
January 1, 2021
$ 370,140
2,088
234,781
$
607,009
January 1,
2020
Ca
693,065
1,484
-
694,549
January 1, 2021
$ 370,140
2,088
234,781
$
607,009
January 1,
2020
Ca
693,065
1,484
-
694,549
Cash flows
(299,909)
(914)
-
(300,823)
sh flows
Add
cance
of co
(286,317)
(1,042)
245,930
(41,429)
Cash flows
(299,909)
(914)
-
(300,823)
sh flows
Add
cance
of co
(286,317)
(1,042)
245,930
(41,429)
Conver
bon
-
-
Non-ca sh changes Foreign
exchange
movement
(25,967)
30
-
(25,937)
December 31,
2021
sion of
ds


(96)
(96)
No
Di
amo
scount
rtization
-
-
5,104
5,104
changes
44,264
1,204
239,789
285,257
sh flows
(286,317)
(1,042)
245,930
(41,429)
n-cash December
31, 2020
370,140
2,088
234,781
ition /
llation
ntracts
-
1,648
-
1,648
Issuance of
corporate
bonds
-
-
(11,550)
(11,550)
Discount
amortizati
-
-
on
401
401
$ $
607,009

(7) Related-party transactions:

Key management personnel compensation comprised:

Key management personnel compensation comprised:
Short-term employee benefits
Post-employment benefits
2021
$ 24,890
30
$
24,920
2020
17,449
372
17,821

(Continued)

55

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(8) Pledged assets:

The carrying amounts of pledged assets were as follows:

Pledged assets Object December 31,
2021
$ 145,829
18,630
3,971
$
168,430
December 31,
2020
Property, plant and equipment:
Land
Buildings
Other financial assets-non-current:
Refundable deposits
Short-term loans
Short-term loans
Guarantee for
electricity supply and
fuel cards
166,95
29,07
4,52
200,55

(9) Commitments and contingencies:

The credit line of guarantee provided by bank was as follows:

Electricity guarantee December 31,
2021
$
3,743
December 31,
2020
4,269

(10) Losses due to major disasters: None

(11) Subsequent events:

In order to make effective use of the Group's resources and create maximum profit for shareholders, upon the resolution by Board of Directors on March 11, 2022, the Group will terminate the operation of GVG Hong Kong, GVG Shenzhen and Chaporo and process the liquidation.

(12) Other:

A summary of personnel costs, depreciation, depletion and amortization, by function, is as follows:

Function
Account
2021 2021 2021 2020 2020 2020
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Personnel costs
Salaries
Health insurance
Pension
Other personnel
expense
Depreciation
Depletion
Amortization
392,276
-
2,480
15,664
33,413
-
968
165,384
1,106
1,931
22,183
17,977
-
2,798
557,660
1,106
4,411
37,847
51,390
-
3,766
414,429
-
1,504
12,929
32,893
-
1,042
159,190
530
1,704
14,261
18,838
-
2,052
573,619
530
3,208
27,190
51,731
-
3,094

(Continued)

56

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following were the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Group for the year ended December 31, 2021:

(i) Lending to other parties:

Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties: Lending to other parties:
(In Thousands of New Taiwan Dollars)
Number
(note 1)
Name of
lender
Name of
borrower
Account
name
Related
party
Maximum
balance of
financing
to other
parties
during the
period
(note 4)
Ending
balance
(note 5)
Actual
usage
amount
during the
period
Range of
interest
rates
during the
period
Purposes
of fund
financing
for the
borrower
(note 2)
Transaction
amount for
business
between two
parties
Reasons
for
short-
term
financing
Allowance
for bad
debt
Collateral Individual
funding
loan
limits
(note 3)
Maximum
limit of
fund
financing
(note 3)
Item Value
0
0
0
The
Company
The
Company
The
Company
GVG Shen
Zhen
RJM
RGP
Receivable
from
related
party
Receivable
from
related
party
Receivable
from
related
party
Yes
Yes
Yes
218,666
111,200
39,949
44,388
110,720
38,752
44,388
83,040
-
1.68
-
-
2
2
2
-
-
-
Repay
bank loan
Operating
Turnover
Operating
Turnover
and
Distributio
n of
Dividends
-
-
-
- -
-
-
359,638
359,638
359,638
359,638
359,638
359,638

Note 1: The number representation as follows:

  1. No.0 represents the Company.

  2. No.1 and thereafter represent the subsidiary companies.

Note 2: The nature of financing is classified as follows:

  1. No.1 represents the business-related

  2. No.2 represents the short-term financing

  3. Note 3: For business-related, the total amount available for lending shall not exceed 40% of the amount of the net value of the Company. The total amount for lending to a company shall not exceed the amount of inter-company's sales or purchase, whichever is higher.

  4. For short-term financing, the total amount available for lending shall not exceed 40% of the amount of the net value of the Company. The total amount for lending to a company shall not exceed 20% of the amount of the net value of the Company.

  5. The net value of the Company is in accordance with its latest financial statements.

  6. Note 4: The maximum balance of financing to other parties beginning from the reporting period to the month the Company issued its financial statements.

(ii) Guarantees and endorsements for other parties: None

  • (iii) Information regarding securities held at the reporting date (excluding subsidiary, associates and joint ventures):
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of holder Category and
name of
security
Relationship
with company
Account Ending balance Note
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair value
RGI
RGI
SELF PICK INC.
SELF TOKEN INC.
-
-
Non-current
financial assets at
fair value through
other comprehensive
income
Non-current
financial assets at
fair value through
other comprehensive
income
2,400
500
192
102
15.93
6.25
192
102
  • (iv) Information regarding purchase or sale of securities for the period exceeding 300 million or 20% of the Company’s paid-in capital: None

  • (v) Information on acquisition of real estate with purchase amount exceeding 300 million or 20% of the Company’s paid-in capital: None

  • (vi) Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company’s paid-in capital: None

(Continued)

57

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Company’ s paid-in capital:
capital: capital: capital:
(In Thousands of New Taiwan Dollars)
Name of
company
Counterparty Nature of
relationship
Transaction details Transactions in terms other
than the regular terms
Note and accounts receivable
(payable)
Note
Purchase/Sale Amount Percentage of
total purchases
(sales)(%)
Credit terms
(days)
Unit price Payment terms Ending balance
of notes and
accounts
receivable
(payable)
Percentage of total
notes and accounts
receivable
(payable)
RGP RJM

s
RJM's
ubsidiary
Sales (284,104) 77.69 45~60 days Note 1 - 57,074 77.49 Note 2

Note 1: The price was determined by mutual agreements.

Note 2: Related-party transactions have been eliminated in the preparation of the consolidated financial statements.

  • (viii) Information regarding receivables from related-parties exceeding 100 million or 20% of the Company’s paid-in capital:
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of
company
Counter-party Nature of
relationship
Ending
balance (Note 2)
Turnover
rate (%)
(Note 3)
Overdue Amounts received
in subsequent
period (Note 1)
Allowance
for bad debts
Amount Action taken
The Company RJM Subsidiary 128,051 - - - -

Note 1: For period ended March 11, 2022.

Note 2: Related-party transactions have been eliminated in the preparation of the consolidated financial statements.

Note 3: The Company lends to RJM , therefore it is not applicable.

  • (ix) Information regarding trading in derivative financial instruments: please refer to note 6(k).

  • (x) Significant transactions and business relationship between the parent company and its subsidiaries for the year ended December 31, 2021:

December 31, 2021: December 31, 2021: December 31, 2021:
(In Thousands of New Taiwan Dollars)
No.
(note 1)
Name of company
Name of counter-party
Nature of
relationship
(note 2)
Intercompany transactions
Account Amount Trading terms Percentage of the consolidated
net revenue or total assets
1
1
2
RGP
RGP
The Company
RJM
RJM
RJM
1
1
2
Sales
Trade receivables
Other receivables
284,104
57,074
128,051
The price calculation
is made by the consent
of the both parties.
45~60 days
The duration is one
year, and the annual
interest rates is at
1.68%
13.60%
3.68%
8.25%

Note 1: Company numbering as follow: No.1 represents RGP.

No.2 represents The Company.

  • Note 2: The numbering of the relationship between transaction parties as follows:

No.1 represents a subsidiary to the parent company.

No.2 represents the parent company to a subsidiary.

Note 3: The account should be disclosed if the amount is over 1% of the total assets from the statement of financial position and total operating revenue from the statement of comprehensive income.

(Continued)

58

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(b) Related information on investee companies:

The following is the information on investees for the year ended December 31, 2021 (excluding information on investees in China):

China): China): China): China):
(In Thousands of New Taiwan Dollars)
Name of
investor
Name of
investee
Location Main
businesses and products
Original investment amount Balance as of December 31, 2021 Net income
(losses)
of investee
(note 1)
Share of
profits/losses of
investee
(note 1)
Note
December 31,
2021
December 31,
2020
Shares
(thousands)
Percentage of
ownership
Carrying
value
(note 1)
The Company
The Company
The Company
The Company
The Company
RJM
RJM
RJM
GVG Hong
Kong
RMS
Chaporo
RGI
RGP
Linden
Thailand
Hong Kong
Thailand
Seychelles
Taiwan
Thailand
Thailand
Designing, Manufacturing and
Selling jewelry and gems
Investment activities
Investment activities
Investment activities
Selling jewelry and gems
Plating jewelry and gems
Selling jewelry and gems
300,000
38,971
18,920
154
45,000
11,647
2,774
300,000
38,971
15,230
154
45,000
11,647
2,335
4,549,998
9,400,000
4,796,000
3,500,000
4,500,000
127,500
294,245
%
99.99
%
100.00
%
99.99
%
70.00
%
100.00
%
51.00
%
49.00
1,033,141
1,334
700
22
14,363
119,263
458
180,362
(2,006)
(5,873)
(47)
(5,409)
23,677
(1,715)
180,362
(2,006)
(5,873)
(47)
(5,409)
11,841
(840)
Eliminated in the
consolidated financial
statements




Note 1: Investment gains (losses) have been recognized based on the financial statements of the investee companies audited by the Company's auditor.

(c) Information on investment in China:

(i) The names of investees in China, the main businesses and products, and other information:

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of
investee
Major
business
project
Paid-in
Capital
Investment
Method
(note 1)
Accumulated outflow of
Cumulated investment amount
remitted from Taiwan at
beginning of period
Investme
remitted o
nt amount
r recovered
Cumulated
investment amount
remitted from
Taiwan at end of
period
Current
profit of
investee
company
(note 3)
Shareholding
ratio of direct
or indirect
investment of
the company
Investment
gains or losses
(note 2 and 3)
Book value of
investment at
end of year
(note 2 and 3)
Accumulated
investment
income remitted
Remittance Recovery
GVG (Shen
Zhen
Selling jewelry
and gems
CNY
8,100
2 (note 4) (note 4) (note 4) (note 4) (2,004) %
100.00
(2,004) 1,398 -

Note1: Investment methods are divided into the following three kinds:

  • (1) Invest in China directly

  • (2) Invest in GVG Hong Kong, and then invest in China

(3) Other methods

Note 2: Long-term investment at the period end and investment gains or losses have been eliminated in the preparation of the consolidated financial statements.

Note 3: Financial statements of the investee company were reviewed by the auditors of the Company. Those investment gains (losses) have been recognized based on the financial statements of the investee company.

Note 4: The Company is not a Taiwan registered company, so no investment amount is shown.

(ii) Limitation on investment in China: Not applicable

  • (iii) Significant inter-company transactions with China investee company: None

(Continued)

59

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (d) Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
Solar Jewelers Group Corp.
Bank SinoPac as Custodian for Arianna Investment Co.,
Ltd. Investment Account
13,760,000
2,549,559
%
35.84
%
6.64
  • Note (1)The major shareholder information in the table above contains a listing of shareholders with 5% or more ownership of the Company. The ownership information was calculated by Taiwan Depository & Clearing Corporation at the last trading date in each quarter using the number of common shares (including treasury stocks) and preferred shares issued in scripless form. There might be a difference between share capital on the financial report and the actual share that have completed non-physical delivered due to different basis of calculation.

  • Note: (2)Shareholders who transferred their shares to trustees are disclosed by each settlor of the trustee accounts. The ownership information disclosed by shareholders with ownership above 10% include their own shares and those shares that they transfer to trustees while retains the power to decide the allocation of trust property. Information on insider ownership declaration is available on the Market Observation Post System website.

(14) Segment information:

(a) General information

The Group has two reportable segments: manufacturing and selling gems and jewelry department and electro-plating department. The Group did not allocate income tax expense to reportable segments. Each reportable segment profit or loss included depreciation expenses, amortization expenses, and all other significant non-cash items. The reportable amount is consistent with that in the report used by the chief operating decision maker. The accounting policies of the operating segments are the same as described in note (4) significant accounting policies. The Group's operating segments' profits and losses are measured based on the income before income tax, and used as the basis for assessing the segments' performance. Adjustments and eliminations mainly arose from inter-segment transaction.

(Continued)

60

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Revenue:
Revenue from external customers
Revenue from transactions with other operating
segments
Interest income
Total revenue
Interest expense
Depreciation and amortization
Reportable segment profit or loss
Revenue:
Revenue from external customers
Revenue from transactions with other operating
segments
Interest income
Total revenue
Interest expense
Depreciation and amortization
Reportable segment profit or loss
2021 2021
Manufacturing
and selling
gems and
jewelry
department
$ 2,006,792
-
223
$
2,007,015
$
8,245
$
43,865
$
170,719
Electro-
plating
department
Adjustments
and
eliminations
81,571
-
284,104
(284,104)
145
-
365,820
(284,104)
-
-
11,291
-
32,248
-
2020
Total
2,088,363
-
368
2,088,731
8,245
55,156
202,967
Manufacturing
and selling
gems and
jewelry
department
$ 1,631,729
-
458
$
1,632,187
$
8,678
$
43,341
$
97,235
Electro-
plating
department
133,828
282,829
185
416,842
-
11,484
27,059
Adjustments
and
eliminations
-
(282,829)
-
(282,829)
-
-
-
Total
1,765,557
-
643
1,766,200
8,678
54,825
124,294

For the years ended December 31, 2021 and 2020, the adjustments and eliminations of operating segments were (284,104) thousand and (282,829) thousand, respectively.

(b) Product and service information

For the details refer to note 6(r).

(Continued)

61

REGAL HOLDING CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(c) Geographic information

In presenting information on the basis of geography, segment revenue is based on the geographical location of customers and segment assets are based on the geographical location of the assets.

Revenue from external customers: please refer to notes 6(r).

Non-current assets:

Geographical information
Thailand
Other countries
Total
December 31,
2021
$ 309,044
2,151
$
311,195
December 31,
2020
336,864
3,832
340,696

Non-current assets include property, plant and equipment, right-of-use assets and intangible assets excluding non-current financial assets at fair value through other comprehensive income, deferred - tax assets and other financial assets non-current.

(d) Major customers

Customer D from manufacturing and selling jewelry and
gems department
Customer D from electro-plating department
Customer E from manufacturing and selling jewelry and
gems department
2021
$ 1,068,218
25,517
157,338
$
1,251,073
2020
739,010
114,158
188,773
1,041,941