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RH Interim / Quarterly Report 2017

Nov 22, 2017

52432_rns_2017-11-22_254efa52-68c0-465f-abd8-c56ab8932da1.pdf

Interim / Quarterly Report

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Stock Code:4807

$\mathbf{1}$

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

Consolidated Interim Financial Statements

September 30, 2017 and 2016 (With Independent Auditors' Review Report Thereon)

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

The auditors' review 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 auditors' review report and consolidated financial statements, the Chinese version shall prevail.

Table of contents

Contents Page
1. Cover Page 1
2. Table of Contents $\overline{2}$
3. Independent Auditors' Review Report 3
4. Consolidated Balance Sheets 4
5. Consolidated Statements of Comprehensive Income 5
6. Consolidated Statements of Changes in Equity 6
7. Consolidated Statements of Cash Flows $\overline{7}$
8. Notes to the Consolidated Interim Financial Statements
Company history
(1)
8
Approval date and procedures of the consolidated financial statements
(2)
8
New standards, amendments and interpretations adopted
(3)
$8 - 13$
Summary of significant accounting policies
(4)
$13 - 15$
Significant accounting assumptions and judgments, and major sources
(5)
of estimation uncertainty
15
Explanation of significant accounts
(6)
$16 - 33$
Related-party transactions
(7)
33
Pledged assets
(8)
34
Significant commitments and contingencies
(9)
34
(10) Losses due to major disasters 34
(11) Subsequent events 34
$(12)$ Other $34 - 35$
(13) Other disclosures
(a) Information on significant transactions $36 - 37$
(b) Information on investees 37
(c) Information on investment in mainland China 37
(14) Segment information $38 - 39$

$\sim 10^7$

$\sim 10^7$

要侯建業解合會計師事務府 KPMG

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

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

Independent Auditors' Review Report

To the Board of Directors Regal Holding Co., Ltd.:

We have reviewed the accompanying consolidated balance sheets of Regal Holding Co., Ltd. (the "Company") and its subsidiaries as of September 30, 2017 and 2016, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016. These consolidated interim financial statements are the responsibility of the Company's management. Our responsibility is to issue a report on these consolidated interim financial statements based on our review.

We conducted our reviews in accordance with Statement on Auditing Standard 36, "Engagements to Review Financial Statements". A review consists principally of inquiries of the Company's personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with the generally accepted auditing standards, the objective of which is the expression of an opinion regarding the consolidated interim financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to in the first paragraph in order for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Accounting Standard 34 "Interim Financial Reporting" endorsed by the Financial Supervisory Commission of the Republic of China.

KPMG

Taipei, Taiwan (Republic of China) November 10, 2017

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its 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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.

The auditors' review 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 auditors' review report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese)
As of September 30, 2017 and 2016 reviewed only, not audited in accordance with the generally accepted auditing st

REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES

Consolidated Balance Sheets

September 30, 2017, December 31, 2016, and September 30, 2016

(Expressed in Thousands of New Taiwan Dollars)

l,

September 30, 2017 December 31, 2016 September 30, 2016 September 30, 2017 December 31, 2016 September 30, 2016
$\frac{1}{2}$ Current assets:
Assets
Amount Amount $\mathbf{s}$ Amount $\boldsymbol{\mathcal{S}}$ 21x Liabilities and Equity
Current liabilities:
Amount Amount
$\mathbf{r}$
× ×)
Amount
$\frac{8}{100}$ Cash and cash equivalents (note 6(a)) 564,834
ć۵
g 121,032 $\Xi$ 448,639 S, 2100 Short-term loans (notes 6(g), 7 and 8) 164,304
÷9
135,750 463,386 S
$\frac{50}{2}$ Notes receivable, net (note 6(b) 2,002 2,419 2150 Notes payable 6,089 $\overline{5}$ 3,121
170 Trade receivables, net (note 6(b)) 246,309 334,029 g 183,489 2170 Trade payables 47,656 53,555 38,617 m
1200 Other receivables (note 6(b) 2,858 1,888 6,082 2200 Other payables (note 6(o)) 99,632 93,552 ۰ 74,193 v
130x Inventories (note 6(c)) 261,786 271,546 24 293,186 ನಿ 2730 Current tax liabilities 23,874 32,278 m 41,291
1470 Other current assets 31,848 17,084 N 25,001 $\frac{10}{2}$ Advance receipts $\frac{11}{2}$ g 3,546
Total current assets 1,109,637 $\mathbf{E}$ 747,998 G 956,397 2399 Other current liabilities 6.142 4,618 П 1,462 П
$\frac{5}{2}$ Non-current assets: Total current liabilities 348,810 ଞ୍ଚ 321,024 $\frac{3}{2}$ 625,616 $\frac{48}{5}$
SO Property, plant and equipment (notes 6(e), 6(g) $25\pi$ Non-Current liabilities:
and 8) 323,189 g 321,620 29 330,839 z 2570 Deferred tax liabilities 24,914 N 24,914 N 321
1780 Intangible assets (note 6(f)) 12,681 11,870 12,028 2640 Net defined benefit plan liabilities - non-current 19,493 16,889 N 18,544
1840 Deferred tax assets 19,825 19,655 2 15,550 2645 Refundable deposits 3,408 2.532 2,528
1984 Other financial assets - non-current (note 8) 1,744 1.385 7.371 Total non-Current liabilities 47,815 w 44,335 21,393
Total non-current assets 363,439 $\overline{25}$ 360,528 33 365,788 28 $2x\overline{x}$ Total liabilities 396,625 $\frac{26}{5}$ 365,359 647,009 9
31x Equity (note 6(k)):
Equity attributable to owners of parent
$\frac{8}{100}$ Common stock 381,600 খ্ৰ 339,200 339,200
3200 Capital surplus 418,370 $\approx$ 170,160 170,160
33XX Retained earnings:
3310 Legal reserve 37,434 m 18,576 N 18,576
3320 Special reserve 40,893 m
3350 Unappropriated retained earnings 120.275 ю 195,540 $\overline{1}$ 150,947 $\Xi$
198,502 214,116 169,523 $\frac{1}{2}$
3410 Exchange differences on translation of foreign
financial statements (32, 631) (40, 893) (41,609) ଗ୍ର
Total equity attributable to owners of parent: 965.941 ଞ୍ଜ 682,583 ଧ୍ୟ 637,274
36x Non-controlling interests (NCI) (note 6(d)) 110,510 $\infty$ 60,584 37,902
$3x\alpha$ Total equity 1,076.451 743,167 G 675.176 51
İXXX Total assets 1,473,076
ų,
1,108.526 1,322.185
I
$2 - 3 \times 2 \times 2$ Total liabilities and equity 1,473,076 1,108,526 1,322,185

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards

REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the three months and nine months ended September 30, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

For the three months ended September 30 For the nine months ended September 30
2017 2016 2017 2016
Amount Amount % Amount Amount
4000 Operating revenues (note 6(n)) S 608,440 100 393,144 100 1,602,534 100 1,674,778 100
5000 Operating costs (notes $6(c)$ , $6(e)$ , $6(h)$ and $6(i)$ ) 427.020 70 269,569 69 1.100.064 69 1,152,977 69
5900 Gross profit 181.420 30 123.575 31 502.470 31 521.801 31
6000 Operating expenses (note 6(b), (e), (f), (h), (i), (l), (o), 7
and 12):
6100 Selling expenses 20,249 3 13,404 3 48,497 3 42.652 3
6200 Administrative expenses 42,693 7 48,724 12 142,803 9 137,348 8
6300 Research and development expenses 17.691 3 22.276 6 52.902 3 73.592 4
Total operating expenses 80,633 13 84,404 21 244,202 15 253,592 15
6900 Operating income 100.787 17 39.171 10 258.268 16 268.209 16
7000 Non-operating income and expenses (note 6(p)):
7010 Other income 1,928 1,552 5,002 3,112
7020 Other gains and losses (13, 142) (2) (2,054) (20, 841) (1) (4, 757)
7050 Finance costs (1.965) (2,587) (1) (4.583) (6.254)
Total non-operating income and expenses (13, 179) (2) (3.039) (1) (20, 422) (1) (7, 899) 16
7900 Profit before tax 87,608 15 36,082 9 237,846 15 260,310
7950 Less: Tax expense (note 6(j)) 21.882 4 11.511 3 68.434 4 76.457 5
Profit 65.726 11 24.571 6 169,412 11 183.853 $\mathbf{11}$
8300 Other comprehensive income:
8360
8361
Other components of other comprehensive
income that will be reclassified to profit or loss
Exchange differences on translation of foreign financial
statements
12,501 2 (12, 847) (3) 9,877 (8,691) (1)
8399 Income tax related to components of other
comprehensive income that will be reclassified to
profit or loss (8.691) (1)
8300 Other comprehensive income 12,501 $\overline{2}$ (12.847) (3) 9.877
8500 Total comprehensive income 78,227 13 11,724 179.289 175.162 10
Profit, attributable to:
8610 Profit, attributable to owners of parent s 43,510 7 14,863 4 98,966 6 143,084 9
8620 Profit, attributable to non-controlling interests 22,216 4 9.708 $\overline{2}$ 70.446 5 40.769 $\overline{2}$
65,726 11 24.57 6 169.412 11 183,853 11
Comprehensive income attributable to (note 6(d)):
8710 Comprehensive income, attributable to owners of parent \$ 54,586 9 2,510 1 107,228 7 135,373 8
8720 Comprehensive income, attributable to non-controlling 23.641 4 9.214 2 72.061 4 39,789 $\overline{2}$
interests 10
78,227 13 11,724 3 179,289 11 175,162
9750 Basic earnings per share (note $6(m)$ )
Basic earnings per share
1.14 0.46 2,79 4,46
1.14 0.46 2.79 4.43
9850 Diluted earnings per share

See accompanying notes to consolidated interim financial statements.

l,

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued
CENE A LEGENDER DE LEGA CENA DE LA CENE LEGENDER A CENE
y, not aud.
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES

For the nine months ended September 30, 2017 and 2016 Consolidated Statements of Changes in Equity

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent
differences on
Exchange
Retained earnings translation of Total equity
Common Capital Legal Special Unappropriated Total retained foreign financial attributable to Non-controlling
stock surplus reserve reserve retained earnings carnings statements OWNERS Of parent interests Total equity
Balance at January 1, 2016 ÷, 320,000 274,336 185,763 185,763 (33,898) 746.201 34,030 780,231
Appropriation and distribution of retained earnings:
Legal reserve 18,576
Cash dividends $(18,576)$
$(159,324)$
(159, 324) (159, 324) (35,917) (195, 241)
Cash dividends from capital surplus (244, 336) (244,336) (244, 336)
Profit 143,084 143,084 143,084 40,769 183,853
Other comprehensive income (7.711) (נולגו $\frac{6}{2}$ (8.691)
Total comprehensive income 143,084 143,084 ונג, 135.373 39,789 175,162
Issue of shares 19,200 140,160 159,360 159,360
Balance at September 30, 2016 339.200 170,160 18,576 150,947 69,523 (41.609) 637,274 37,902 675.176
Balance at January 1,2017 t9 339,200 170,160 18,576 195,540 214,116 (40,893) 682,583 60,584 743,167
Appropriation and distribution of retained earnings:
Legal reserve
18,858 (18, 858)
Special reserve 40,893
Cash dividends (114, 480) (114, 480) (114, 480) (22, 135) (136, 615)
Profit 98,966 98,966 98,966 70,446 169,412
Other comprehensive income 8.262 8,262 1,615 9.877
Total comprehensive income 98,966 98,966 3.262 107.228 T2,061 129.289
Issuance of shares for eash 42,400 247,956 290,356 290,356
Share-based payments $\frac{254}{25}$ 254 $\frac{1}{2}$
Balance at September 30, 2017 $\frac{35160}{25}$ 418.370 37,434 40,893 13년
195,602 3
3
3
१६३५ 110.510 1,076,451

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese)
Reviewed only, not audited in accordance with generally accepted auditing standards

REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

2017
2016
Cash flows from (used in) operating activities:
237,846
260.310
\$
Profit before tax
Adjustments:
Adjustments to reconcile profit:
34,972
35,508
Depreciation expense
3,043
2,943
Amortization expense
(1, 171)
1,037
Provision (reversal of provision) for bad debt expense
4,583
6,281
Interest expense
(302)
(340)
Interest income
254
Compensation cost of share-based payments
1,566
288
Loss on disposal of property, plant and equipment
296
Loss on disposal of intangible assets
45,219
41,739
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
2,920
417
Notes receivable
209,634
88,891
Trade receivables
(1, 567)
Other receivable
(970)
9,760
57,377
Inventories
(14, 764)
(11,086)
Other current assets
83,334
257,278
Total changes in operating assets
Changes in operating liabilities:
5,718
(21, 505)
Notes payable
(26, 472)
(5, 899)
Trade payable
5,985
(36, 047)
Other payables
213
(12, 635)
Advance receipts
1,524
(10, 093)
Other current liabilities
2,604
2,074
Net defined benefit plan liabilities
10,145
(104, 678)
Total changes in operating liabilities
93,479
152,600
Total changes in operating assets and liabilities
135,218
197,819
Total adjustments
373,064
458,129
Cash inflow generated from operations
340
302
Interest received
(4, 488)
(6, 587)
Interest paid
(76, 838)
(129,001)
Income taxes paid
292,078
322,843
Net cash flows from operating activities
Cash flows from investing activities:
(29, 670)
(34,090)
Acquisition of property, plant and equipment
191
300
Proceeds from disposal of property, plant and equipment
(1, 134)
(4,035)
Acquisition of intangible assets
(361)
(373)
Increase in other financial assets - non-current
(38.295)
(30, 877)
Net cash flows from investing activities
Cash flows from financing activities:
207,298
28,554
Increase in short-term loans
876
270
Increase in guarantee deposits received
(439, 577)
(136, 615)
Cash dividends
290,356
159,360
Proceeds from issuance of shares
(72, 649)
183,171
Net cash flows from financing activities
6,848
(6, 494)
Effect of exchange rate changes on cash and cash equivalents
443,802
212,823
Net increase in cash and cash equivalents
121,032
235,816
Cash and cash equivalents at beginning of period
448,639
564,834
S
Cash and cash equivalents at end of period
For the nine months ended September 30

(English Translation of Consolidated Interim Financial Statements and Report Originally Issued in Chinese) As of September 30, 2017 and 2016 reviewed only, not audited in accordance with the generally accepted auditing standards

REGAL HOLDING CO., LTD. AND ITS SUBSIDIARIES

Notes to the Consolidated Interim Financial Statements

September 30, 2017 and 2016

(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, which resulted from organizational restructuring, was to apply to Taiwan Stock Exchange (TWSE) in the Republic of China. In December 2014, after the Company and Regal Jewelry Manufacture Co., Ltd. (RJM) swap its share to restructure the organization, the Company become the holding company of RJM. The Company's shares were listed on the Taiwan Stock Exchange (TWSE) on June 26, 2017. The principal activities of RJM are designing, manufacturing and selling jewelry and gems. Please refer to note 14.

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

The Board of Directors authorized issuance of the consolidated interim financial statements on November 10, 2017.

(3) New standards, amendments and interpretations adopted:

The impact of the International Financial Reporting Standards ("IFRSs") endorsed by the Financial $(a)$ Supervisory Commission, R.O.C. ("FSC") which have already been adopted.

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2017:

Effective date
New, Revised or Amended Standards and Interpretations per IASB
Amendments to IFRS 10, IFRS 12 and IAS 28 "Investment Entities: Applying
the Consolidation Exception"
January 1, 2016
Amendments to IFRS 11 "Accounting for Acquisitions of Interests in Joint
Operations"
January 1, 2016
IFRS 14 "Regulatory Deferral Accounts" January 1, 2016
Amendment to IAS 1 "Presentation of Financial Statements-Disclosure
Initiative"
January 1, 2016
Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of
Depreciation and Amortization"
January 1, 2016
Amendments to IAS 16 and IAS 41 "Agriculture: Bearer Plants" January 1, 2016
Amendments to IAS 19 "Defined Benefit Plans: Employee Contributions" July 1, 2014
Amendment to IAS 27 "Equity Method in Separate Financial Statements" January 1, 2016
Amendments to IAS 36 " Impairment of Non-Financial assets-Recoverable
Amount Disclosures for Non Financial Assets"
January 1, 2014
New, Revised or Amended Standards and Interpretations Effective date
per LASB
Amendments to IAS 39 " Financial Instruments-Novation of Derivatives and
Continuation of Hedge Accounting"
January 1, 2014
Annual Improvements to IFRSs 2010 2012 Cycle and 2011 2013 Cycle July 1, 2014
Annual Improvements to IFRSs 2012 2014 Cycle January 1, 2016
IFRIC 21 "Levies" January 1, 2014

The Consolidated Company believes that the adoption of the above IFRSs would not have any material impact on its consolidated interim financial statements.

The impact of IFRS endorsed by FSC but not yet effective $(b)$

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2018 in accordance with Ruling No. 1060025773 issued by the FSC on July 14, 2017:

New, Revised or Amended Standards and Interpretations Effective date
per IASB
Amendment to IFRS 2 "Classification and Measurement of Share based
Payment Transactions"
January 1, 2018
Amendments to IFRS 4 "Applying IFRS 9 Financial Instruments with IFRS 4
Insurance Contracts"
January 1, 2018
IFRS 9 "Financial Instruments" January 1, 2018
IFRS 15 "Revenue from Contracts with Customers" January 1, 2018
Amendment to IAS 7 "Statement of Cash Flows -Disclosure Initiative" January 1, 2017
Amendment to IAS 12 "Income Taxes-Recognition of Deferred Tax Assets for
Unrealized Losses"
January 1, 2017
Amendments to IAS 40 "Transfers of Investment Property" January 1, 2018
Annual Improvements to IFRS Standards 2014-2016 Cycle:
Amendments to IFRS 12 January 1, 2017
Amendments to IFRS 1 and Amendments to IAS 28 January 1, 2018
IIFRIC 22 "Foreign Currency Transactions and Advance Consideration" January 1, 2018

$\overline{\phantom{a}}$

$\mathcal{L}$

Except for the following items, the Consolidated Company believes that the adoption of the above IFRSs would not have any material impact on its consolidated interim financial statements. The extent and impact of signification changes are as follows:

IFRS 9 "Financial Instruments" $(i)$

IFRS 9 replaces IAS 39 "Financial Instruments: Recognition and Measurement" which contains classification and measurement of financial instruments, impairment and hedge accounting.

Classification-Financial assets $1)$

IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets are managed and their cash flow characteristics. IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables, and available for sale.

Based on its preliminary assessment, the Consolidated Company does not believe that the new classification requirements, if applied at September 30, 2017, would have had a material impact on its consolidated interim financial statements.

$2)$ Impairment-Financial assets and contact assets

IFRS 9 replaces the 'incurred loss' model in IAS 39 with a forward-looking 'expected credit loss' (ECL) model. This will require considerable judgment as to how changes in economic factors affect ECLs, which will be determined on a probability-weighted basis.

The new impairment model will apply to financial assets measured at amortized cost or FVOCI, except for investments in equity instruments, and to contract assets.

Under IFRS 9, loss allowances will be measured on either of the following bases:

  • 12-month ECLs. These are ECLs that result from possible default events within the 12 months after the reporting date; and
  • lifetime ECLs. These are ECLs that result from all possible default events over the expected life of a financial instrument.

Lifetime ECL measurement applies if the credit risk of a financial asset at the reporting date has increased significantly since initial recognition and 12-month ECL measurement applies if it has not. An entity may determine that a financial asset's credit risk has not increased significantly if the asset has low credit risk at the reporting date. However, lifetime ECL measurement always applies for trade receivables and contract assets without a significant financing component; an entity may choose to apply this policy also for trade receivables and contract assets with a significant financing component.

After the preliminary assessment, the Consolidated Company believes the adoption of IFRS 9 would not have had any material impact.

$3)$ Disclosures

IFRS 9 will require extensive new disclosures, in particular about hedge accounting, credit risk and expected credit losses. Consolidated Company has undertaken to understand the requirement to disclosure in IFRS 9. The relevant information will be disclosed when IFRS 9 is effective.

4) Transition

Changes in accounting policies resulting from the adoption of IFRS 9 will generally be applied retrospectively, except as described below.

  • The Consolidated Company plans to take advantage of its exemption allowing it not to restate comparative information for prior periods with respect to classification and measurement (including impairment) changes. The differences in the carrying amounts of financial assets and financial liabilities resulting from the adoption of IFRS 9 generally will be recognized in retained earnings and reserves as at 1 January 2018.
  • The following assessments have to be made on the basis of the facts and circumstances that exist at the date of initial application.
  • The determination of the business model within which a financial asset is held.
  • The designation and revocation of previous designations of certain financial $\overline{a}$ assets and financial liabilities as measured at FVTPL.
  • The designation of certain investments in equity instruments not held for trading as at FVOCI.
  • (ii) IFRS 15 Revenue from Contracts with Customers

IFRS 15 establishes the five-step model framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 "Revenue" and IAS 11 "Construction Contracts".

For the sale of products, revenue is currently recognized when the goods are shipped, which is taken to be the point in time at which the customer accepts the goods and the related risks and rewards of ownership transfer. Revenue is recognized at this point provided that the revenue and costs can be measured reliably, the recovery of the consideration is probable and there is no continuing management involvement with the goods.

Under IFRS 15, revenue will be recognized when a customer obtains control of the goods. After preliminary evaluation, the Consolidated Company believes there will not be a significant impact of the adoption of IFRS 15 owing to negligible difference between the point in time the related risks and rewards of ownerships of the goods transfer and the one customer obtains control of the goods.

(iii) Amendments to IAS 7 "Disclosure Initiative"

The amendments require disclosures that enable users of financial statements to evaluate the changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes.

To satisfy the new disclosure requirements, the Consolidated Company intends to present a reconciliation between the opening and closing balances for liabilities with changes arising from financing activities.

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

As of the date the following IFRSs that have been issued by the IASB, but not yet endorsed by the FSC:

New, Revised or Amended Standards and Interpretations Effective date
per LASB
Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets Between
an Investor and Its Associate or Joint Venture"
Effective date to
be determined
by IASB
IFRS 16 "Leases" January 1, 2019
IFRS 17 "Insurance Contracts" January 1, 2021
IFRIC 23 "Uncertainty over Income Tax Treatments" January 1, 2019
Amendments to IFRS 9 "Prepayment features with negative compensation" January 1, 2019
Amendments to IAS 28 "Long-term interests in associates and joint ventures" January 1, 2019

Those which may be relevant to the Consolidated Company are set out below:

Issuance / Release
Dates
Standards or
Interpretations
Content of amendment
January 13, 2016 IFRS 16 "Leases" The new standard of accounting for lease is
amended as follows:
• For a contract that is, or contains, a lease,
the lessee shall recognize a right of use
asset and a lease liability in the balance
sheet. In the statement of profit or loss and
other comprehensive income, a lessee
shall present interest expense on the lease
liability separately from the depreciation
charge for the right of-use asset during the
lease term.
• A lessor classifies a lease as either a
finance lease or an operating lease, and
therefore, the accounting remains similar
to IAS 17.

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

Summary of significant accounting policies: $(4)$

$\bar{a}$

Except the following accounting policies mentioned below, the significant accounting policies presented in the accompanying interim consolidated financial statements are consistent with those applied in the 2016 consolidated financial statements. Please refer to note 4 to the 2016 consolidated financial statements for related information.

Statement of compliance $(a)$

The consolidated interim 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 consolidated interim financial statements, the Chinese version shall prevail.

These interim 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 IAS 34 "Interim Financial Reporting" endorsed by the FSC, and do not present all the disclosures required for a complete set of annual consolidated financial statements prepared in accordance with the International Financial Reporting Standards, International Accounting Statements, IFRIC Interpretations, and SIC Interpretations endorsed by the FSC (hereinafter referred to as the IFRSs endorsed by the FSC).

Basis of consolidation $(b)$

The principles of preparation of the consolidated financial statements are the same as those of the consolidated financial statements for the year ended December 31, 2016. Please refer to note 4(3) of the consolidated financial statements for the year ended December 31, 2016 for related information.

Percentage of ownership (%)
Name of
investor
Name of subsidiary Business
activities
September
30, 2017
December
31, 2016
September
30, 2016
The Company Regal Jewelry Manufacture Co.,
Ltd.(RJM)
Designing, manufacturing and
selling jewelry and gems
99.99% 99.99 % 99.99 %
The Company GIO VAN GOGH (International)
Jewelry Ltd. (GVG Hong Kong)
Investment activities 100.00 % 100.00 % 100.00 %
RJM Regal Plating Co., Ltd.(RGP) Plating jewelry and gems 51.00 % 51.00 % 51.00 %
GVG Hong
Kong
Gio Van Gogh Shen Zhen Ptd Ltd. Selling jewelry and gems
(GVG Shen Zhen)
100.00 % 100.00 % 100.00 %

A list of subsidiaries in the consolidated financial statements is as follows:

In January 2016, GVG Hong Kong made a capital injection amounting to HKD4,000 thousand, which was invested fully by the Company.

In March 2016, GVG Shen Zhen made a capital injection amounting to CNY3,000 thousand, which was invested fully by GVG Hong Kong.

In August 2017, GVG Shen Zhen made a capital injection amounting to CNY295 thousand, which was invested fully by GVG Hong Kong.

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

Share-based payment $(c)$

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.

(d) Employee benefits

Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant onetime events.

Income taxes $(e)$

Tax expense in the interim financial statements is measured and disclosed according to IAS 34 "Interim Financial Reporting".

Income tax expense for the period is best estimated by multiplying pretax income for the interim reporting period by the effective annual tax rate as forecasted by management. This should be recognized as current tax expense.

Temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases shall be measured based on the effective tax rate at the time of realization or liquidation and recognized directly in equity or other comprehensive income as tax expense.

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

The preparation of the consolidated interim financial statements in conformity with IAS 34 "Interim Financial Reporting" endorsed by FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

For the preparation of the consolidated interim financial statements, estimates and underlying assumptions are reviewed on an ongoing basis in conformity with the IFRSs endorsed by the FSC and are consistent with those disclosed in note 5 to the 2016 consolidated financial statements.

(6) Explanation of significant accounts:

Except for the following disclosures, there is no significant difference as compared with those disclosed in the consolidated financial statements for the year ended December 31, 2016. Please refer to Note 6 of the 2016 annual consolidated financial statements.

Cash and cash equivalents $(a)$

September 30,
2017
December 31,
2016
September 30,
2016
Cash 1,879 1,829 1.620
Demand deposits 562,906 118,445 446,969
Checking deposits -49 758 50
Cash and cash equivalents in
consolidated statement of cash flows
564,834 121,032 448,639

Trade receivables and other receivables $(b)$

September 30,
2017
December 31,
2016
September 30,
2016
Notes receivable S 2,002 2,419
Trade receivables 252,196 341,049 190,181
Other receivables 2,858 1,888 6,082
Less: allowance for doubtful debts -
trade receivables
(5,887) (7,020) (6, 692)
251,169 338,336 189,571

The aging analysis of trade receivables and other receivables that were past due but not impaired of the Consolidated Company were as follows:

September 30,
2017
December 31,
2016
September 30,
2016
Past due $1 - 90$ days 31,604 136,932 33,046
Past due 91~180 days 5,317 783 1,572
S 36,921 137,715 34.618

The changes in the aforementioned allowance for doubtful accounts were as follows:

Individually
assessed
impairment
Collectively
assessed
impairment
Total
January 1, 2017 \$ 6,100 920 7,020
Reversal of impairment loss recognized (991) (180) (1,171)
Foreign exchange loss 34 38
September 30, 2017 5,143 744 5,887
January 1, 2016 S 5,364 346 5,710
Impairment loss recognized 782 255 1,037
Foreign exchange gain (48) (55)
September 30, 2016 6,098 594 6,692

The average credit terms of sales for the Consolidated Company is 30 days to 60 days. When assessing the collectability of trade receivables, the Consolidated Company will consider any changes of trade receivables from the date the original credit term was issued to the reporting date. The impairment of trade receivables is based on individual customer's credit term, payment history and current financial position. The Consolidated Company believes that there was no objective evidence of significant loss occurred in trade receivables and other receivables that were past due but not impaired.

(c) Inventories

September 30, 2017
Cost Allowance for
Ioss
Net realizable
value
Raw materials \$ 194,816 54,533 140,283
Work in process 101,693 5,327 96,366
Finished goods 11,065 1,327 9,738
Supplies and spare parts 18,721 3,322 15,399
S 326,295 64,509 261,786
December 31, 2016
Cost Allowance for
loss
Net realizable
value
Raw materials \$ 186,798 51,732 135,066
Work in process 124,581 18,160 106,421
Finished goods 11,619 1,741 9,878
Supplies and spare parts 23,503 3,322 20,181
346,501 74,955 271,546
September 30, 2016
Cost Allowance for
loss
Net realizable
value
Raw materials \$ 209,213 56,838 152,375
Work in process 121,024 9,916 111,108
Finished goods 11,600 1,652 9.948

The changes in the aforementioned allowance for loss were as follows:

Supplies and spare parts

For the nine months ended
September 30
2017 2016
Beginning balances 74,955 70,725
Provision for (reversal of) devaluation and obsolescence of
inventory
(10, 888) 1,652
Foreign currency translation effects 442 (492)
Ending balances 64,509 71.885

\$

23,234

365,071

3,479

71,885

19,755

293,186

In addition to the normal cost of goods sold, the following loss and revenue were other items which included in the Consolidated Company's operating costs:

For the three months
ended September 30
For the nine months
ended September 30
2017 2016 2017 2016
Loss (reversal gain) on physical
inventory devaluation and obsolescence
(1, 123) 130 (10, 888) 1,652
Revenue from sale of scrap (146) (84) (405) (11,971)
S (1.269) 46 (11,293) (10,319)

As of September 30, 2017, December 31, 2016, and September 30, 2016, the Consolidated Company did not pledge its inventory as collateral.

(d) Material non-controlling interests of subsidiaries

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

Percentage of non-controlling
Main operation interests
place/ Country of September December September
Subsidiary incorporation 30, 2017 31, 2016 30, 2016
Regal Plating Co., Ltd. Thailand 49 % 49 % 49 %

The following information of the aforementioned subsidiaries have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Included in these information are the fair value adjustment made during the acquisition and relevant difference in accounting principles between the Consolidated Company as at the acquisition date. Intra-group transactions were not eliminated in this information.

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

September 30,
2017
December 31,
2016
September 30,
2016
Current assets \$
249,597
150,492 91,717
Non-current assets 14,396 9,327 9,453
Current liabilities (38,002) (35, 795) (23, 480)
Non-current liabilities (461) (383) (339)
Net assets 225,530 123,641 77,351
Non-controlling interests 110,510 60,584 37,902
For the three months For the nine months
ended September 30 ended September 30
2017 2016 2017 2016
Sales revenue 161,497 59,318 486,213 246,238
Net income 45,339 19,813 143,768 83,203
Other comprehensive income 2,908 (1,009) 3,296 (2,001)
Comprehensive income 48,247 18,804 147,064 81,202
Profit, attributable to non-controlling
interests
22,216 9,708 70,446 40,769
Comprehensive income, attributable to
non-controlling interests
23,641 9,214 72,061 39,789
Net cash flows from operating activities \$ 132,944 75,900
Net cash flows from investing activities
Net cash flows from financing activities (45.174) (73, 300)
Net increase in cash and cash equivalents S 87,770 2,600
Dividends to NCI S (22, 135) (35.917)

(e) Property, plant and equipment

The cost, depreciation, and impairment losses of the property, plant and equipment of the Consolidated Company in the nine months ended September 30, 2017 and 2016, were as follows:

Cost or deemed cost: Land Buildings Machinery and
equipment
Transportation
equipment
Office
equipment
Land
improvement
Equipment to
be inspected
Total
Balance at January 1, 2017 s 158,111 197,794 270,288 15,329 100,596 9.323 751,441
Addition $\bullet$ 799 10,528 1,612 4,913 49 16,189 34,090
Disposals ٠ (44) (1.737) (19) (1,388) $\bullet$ (17, 188)
Foreign currency translation effect 1,363 1,719 2,231 162 924 81 303 6,783
Balance at September 30, 2017 159,474 200,268 267,310 17,084 105,045 9,453 16,492 775,126
Balance at January 1, 2016 s 159,788 197,154 261,174 13,644 93.205 9,363 1,476 735,804
Addition 461 13,075 1,891 6,122 23 8,098 29,670
Disposals (151) (6, 198) (25) (1,688) $\mathbf{r}$ (8,062)
Reclassification ۰ 1,251 313 ٠ 150 (1, 714)
Foreign currency translation effect (1,048) (1,320) (1, 835) (121) (697) (62) (120) (5, 203)
Balance at September 30, 2016 s 158,740 197,395 266,529 15,389 97.092 9,324 7,740 752,209

$\ddot{\phantom{a}}$

Land Buildings Machinery and
equipment
Transportation
cquipment
Office
cquipment
Land
improvement
Equipment to
be inspected
Total
Accumulated depreciation and
impairment losses:
Balance at January 1, 2017 s 117.964 211.273 11,074 80.304 9.206 429,821
Depreciation 7,807 17,576 1,280 6,795 50 33,508
Disposals ٠ (5) (14, 109) (19) (1, 298) $\bullet$ (15, 431)
Foreign currency translation effect 1.163 1,885 119 792 80 4,039
Balance at September 30, 2017 126,929 216,625 12,454 86,593 9,336 451,937
Balance at January 1, 2016 108,666 194,319 9,744 74.972 9.236 396,937
Depreciation 8,050 18.926 1,075 6,869 52 34,972
Disposais (107) (5,691) (18) (1,658) (7, 474)
Foreign currency translation effect (849) (1, 502) (33) (569) (62) (3,065)
Balance at September 30, 2016 115,760 206,052 10,718 79,614 9,226 421,370
Carrying amount:
Balance at January 1, 2017 158.111 79,830 59.015 4,2,5 20,292 117 321,620
Balance at September 30, 2017 159.474 73,339 50,685 4,630 18,452 117 16,492 323,189
Balance at January 1, 2016 159,788 \$8,438 66,855 3,900 18,233 127 1,476 338,867
Balance at September 30, 2016 158,740 81,635 60,477 4,671 17,478 98 7,740 330,839

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

$(f)$ Intangible assets

$\hat{\mathbf{v}}$

The cost, amortization, and impairment losses of the intangible assets of the Consolidated Company in the nine months ended September 30, 2017 and 2016, were as follows:

Computer
software
Costs:
Balance at January 1, 2017 \$ 41,541
Additions 4,035
Disposals (553)
Foreign currency translation effect 422
Balance at September 30, 2017 45,445
Balance at January 1, 2016 \$ 39,927
Additions 1,134
Foreign currency translation effect (280)
Balance at September 30, 2016 40,781

$\bar{z}$

Computer
software
Amortization and impairment loss:
Balance at January 1, 2017 \$
29,671
Amortization 3,043
Disposals (257)
Foreign currency translation effect 307
Balance at September 30, 2017 32,764
Balance at January 1, 2016 26,031
S
Amortization 2,943
Foreign currency translation effect (221)
Balance at September 30, 2016 28.753
Carrying amount:
Balance at January 1, 2017 11,870
Balance at September 30, 2017 12,681
Balance at January 1, 2016 13,896
Balance at September 30, 2016 12,028

$(g)$ Short-term loans

September 30,
2017
December 31,
2016
September 30,
2016
Secured loans 164,304 135,750 463,386
Unused credit lines 1,439,486 1,454,335 1,133,024
Interest rate $(\%)$ $2.50 - 2.75$ $2.45 - 2.50$ $2.50 - 2.97$

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

(h) Operating leases

There were not any non-cancellable operating lease agreements at September 30, 2017, December 31, 2016, and September 30, 2016.

$\frac{1}{2}$

$\sim$

Operating lease expenses were as follows:

For the three months
ended September 30
For the nine months
ended September 30
2017 2016 2017 2016
Operating costs 98 113
Operating expenses 584 360 1.584 .149
Total æ 615 397 1,682 1,262

$(i)$ Employee benefits – defined benefit plans

Given there was no significant volatility of the market or any significant curtailments, settlements, or other one-time events after the end of the prior fiscal year, pension cost in the interim financial statements is measured and disclosed in accordance with the pension cost determined by the actuarial report issued for the years ended December 31, 2016 and 2015.

The Consolidated Company's pension expenses recognized in profit or loss, were as follows:

For the three months
ended September 30
For the nine months
ended September 30
2017 2016 2017 2016
Operating costs œ 533 479 1,571 1,453
Operating expenses 353 254 1,061 768
S 886 733 2,632 2,221

$(i)$ Income taxes

  • $(i)$ The Company was incorporated in the Cayman Islands, where income tax is not required to be paid. RJM & RGP'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%.
  • (ii) The amounts of income tax were as follows:
For the three months For the nine months
ended September 30 ended September 30
2017 2016 2017 2016
Current period .882 11.511 68.434 76.457

(iii) Examination and approval

In Thailand, where RJM and RGP operates, income taxes do not require approval by the tax authority. Income taxes paid in prior years have received income tax receipts up to 2016. For GVG Hong Kong and GVG Shen Zhen had been approved by the revenue department through 2016.

$(k)$ Share capital and other equity

As of September 30, 2017, December 31, 2016 and September 30, 2016, the total value of authorized ordinary shares amounted to \$600,000. Par value of each share is \$10. There were 38,160 thousand, 33,920 thousand and 33,920 thousand ordinary shares issued at September 30, 2017, December 31, 2016 and September 30, 2016, respectively.

Reconciliation of share outstanding for the nine months ended September 30, 2017 and 2016, was as follows (Expressed in Thousand shares):

Common Stocks
For the nine months ended
September 30
2017 2016
Beginning balances 33,920 32,000
Issued for cash 4,240 1,920
Ending balances 38,160 33,920

$(i)$ Issuance of common stock

Following the resolution of the Board of Directors' meeting held on March 9, 2017, the Company decided to issue new stock comprising 4,240 thousand of common shares to apply to TWSE. According to the Company's Articles, 10% of total issued shares, which is 424 thousand shares, are reserved for employees to subscribe. The shares that are not subscribed by employees would be subscribed by given people contacted by the Chairman of the Company. This cash injection was approved on April 11, 2017, with June 22, 2017 as the record date of capital increase. The cash proceeds from the issuance of new shares were \$297,356 thousand in total and the Company collected \$290,356 thousand after deducting issuance cost of \$7,000 thousand. The cash was fully received and the registration was completed and the premium was \$247,956 thousand, recorded under capital surplus.

(ii) Capital surplus

The balance of capital surplus was as follows:

September 30,
2017
December 31. September 30,
2016 2016
Additional paid-in capital 418.370 170,160 170.160

(iii) Retained earnings

Based on the Company's Articles, for so long as the shares are traded on the Emerging Stock Market (ESM) or listed on the Taipei Exchange (TPEx) or TWSE, if there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten percent (10%) as reserve and (iv) a special surplus reserve as required by the applicable securities authority of the ROC under the Applicable Public Company Rules. If there should be any remaining profits, subject to the discretion of the Directors, after combining all or part of the accumulated undistributed profits in the previous vears and the reversed special surplus reserve, the combined amount shall be allocated as dividends to the Members in proportion to their shareholdings. Subject to the Law in Cayman Islands and the Applicable Public Company Rules and unless otherwise resolved by the Board and the Members, and after having considered the financial, business and operational factors of the Company, the dividends shall not be less than fifty percent (50%) of profit after tax of the relevant year. The distribution may be made by way of cash dividends or by way of stock dividends or a combination thereof, provided that, the cash dividends shall not be less than thirty percent (30%) of the total amount of dividends payable.

$1)$ Special reserve

In accordance with Chin Kuan Cheng Fa No. 1010012865 issued on April 6, 2012, the Company shall set aside a special reserve before earnings distribution, and equal to the net balance of other deductions in shareholders' equity in the current period from net income in the current period and prior 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 the special reserve only up to the amount of the reversal of such deductions.

The Company decided to provide a special reserve of \$40,893 thousand based on the resolution of the shareholders' meeting held on June 22, 2017.

2) Earnings distribution

Earnings distributions for 2016 and 2015 were decided in resolutions made by shareholders on June 22, 2017 and May 20, 2016, respectively. The dividends distributed to shareholders were as follows:

2016 2015
Amount per
share
Total
Amount
Amount per
share
Total
Amount
Dividends distributed to
shareholders:
Cash S 3.375 114,480 4.98 159.324

(Continued)

For capital increase in cash to apply for initial public offering, the Company newly issued 4,240 thousand shares at June 22, 2017. Total shares issued were 38,160 thousand shares, after capital increase. The dividend per share was adjusted from \$3.375 to \$3, accordingly.

For year 2015, cash dividends of \$244,336 thousand, with \$7.64 per share that resolved in resolution was partly distributed from capital reserve.

The earnings distribution information resolved at the meeting of the Board of Directors and shareholders would be available on the Market Observation Post System Website after the shareholder's meeting.

  • $(1)$ Share-based payment
  • $(i)$ For the nine months ended September 30, 2017, the Consolidated Company's share-based payment arrangement were as follows:
Cash-settled share-
based payment plan
(reserved for
employees to
subscribe)
Grant date June 12, 2017
Number of shares granted 424,000
Contract term (Year) 0.04
Recipients All employees
Vesting conditions Immediately vested

$1)$ Determining the fair value of equity instruments granted

The Consolidated Company used Black-Scholes Option Pricing Model in measuring the fair value of the share-based payment at the grant date.

The measurement inputs of the model were as follows:

Capital increase in
cash (reserved for
employees to
subscribe)
Fair value at grant date in New Taiwan Dollars 66.60
Exercise price in New Taiwan Dollars 66.00
Expected volatility (%) 7.92
Expected life (years) 0.04
Expected dividend (%) 4.50
Risk-free interest rate (%) 0.60

Details of the employee stock options as follows: $(2)$

For the nine months ended
September 30
2017
Weighted
average exercise
price
Number of
options
Outstanding at January 1
Granted during the year (number) 66.00 424,000
Exercised during the year (number) 66.00 (424,000)
Outstanding at September 30
Exercisable at September 30

$3)$ Expense recognized in profit or loss

The Consolidated Company recognized \$254 thousand for the expense resulting from cash injection for share based payment to its employees, recorded under capital surplus for the nine months ended September 30, 2017.

(ii) During the shareholders' meeting on June 22, 2017, the shareholders approved a resolution to issue 340 thousand restricted employee shares amounting to \$3,400 thousand, with par value \$10 per share. Only full-time employees of Regal Holding Co., Ltd. and its subsidiaries that meet certain conditions are eligible to obtain the restricted employee shares. The application of restricted employee shares have not been registered with the authority yet.

(m) Earnings per share

$(n)$

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

For the three months
ended September 30
For the nine months
ended September 30
2017 2016 2017 2016
Basic EPS:
Net income attributable to common
shares
43,510 14,863 98,966 143,084
Weighted-average number of common
shares outstanding (thousands shares)
38,160 32,146 35,473 32,049
Basic EPS (New Taiwan dollars) S
1.14
0.46 2.79 4.46
Diluted EPS:
Net income attributable to common
shares shareholders of the Company
\$
43,510
14,863 98,966 143,084
Weighted-average number of common
shares outstanding (thousands shares)
38,160 32,146 35,473 32,049
Potential dilutive effect on common
stock (thousand shares)
Influence of employee stock
remuneration
22 39 27 277
Weighted- average number of common
shares outstanding-diluted(thousand
shares)
38,182 32.185 35,500 32,326
Diluted EPS (New Taiwan dollars) S
1.14
0.46 2.79 4.43
Revenue
The details of revenue were as follows:
For the three months
ended September 30
2017 2016 2017 2016
Sales of goods 608.440 393.144 1,602,534 1.674.778

Employee compensation and directors' remuneration $\circ$

According to the amendment of the Company's articles of incorporation which was approved by the shareholders' meeting at May 20, 2016, no less than 1% of current-year profit income before tax excluding employee's compensation shall be distributed as employee compensation and no more than 3% of it as remuneration of directors. However, if the Company has an accumulated deficit, the profit should be used to offset the deficit. Compensation and remuneration shall be made by way of cash but may also be made by stock or a combination thereof. The recipients of stock and cash 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 \$519 thousand, \$185 thousand, \$1,159 thousand and \$3,215 thousand for employees' remuneration for the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016, respectively. The remunerations to directors amounted to \$0 for the nine months ended September 30, 2017 and 2016. 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 proposed Article of Incorporation. These remuneration were expensed under operating costs or expenses for each period. If there are any subsequent adjustments to the actual remuneration amounts after the annual shareholder' meeting, the adjustment will be regarded as changes in accounting estimates and will be reflected in profit or loss in the following year. If employee compensation is made by stock in the resolution of the Board of Directors' meeting, the number of shares will be calculated based on the closing price on the day before resolution.

For the years ended December 31, 2016 and 2015, the remuneration to employees amounted to \$2,153 thousands and \$40,984 thousands, respectively, the remuneration to directors amounted to \$0. There was no difference from the resolution of the Board of Directors' meeting. The relevant information in 2016 is available on the Market Observation Post System website.

  • Non-operating income and expenses $(p)$
  • $(i)$ Other income

The details of other income are as follows:

For the three months
ended September 30
For the nine months
ended September 30
2017 2016 2017 2016
Interest Income 45 340 302
Others 1,877 l.507 4,662 2,810
S .928 1.552 5,002 3,112

(ii) Other gains and losses

The details of other gains and losses are as follows:

For the three months
ended September 30
For the nine months
ended September 30
2017 2016 2017 2016
Loss on disposal of property, plant
and equipment
(78) (12) (1, 566) (288)
Loss on disposal of intangible
assets
$\left( 2\right)$ (296)
Foreign exchange loss, net (13,061) (2,042) (18, 698) (4, 469)
Others (1) (281)
S (13, 142) (2.054) (20.841) (4.757)

(iii) Finance cost

The details of finance cost are as follows:

For the three months For the nine months
ended September 30 ended September 30
2017 2016 2017 2016
Interest expense on loans from
banks
(1.965) (2.587 (4.583) (6.254)

$(q)$ Financial instruments

Except for the following, there was no significant change in the fair value of the financial instruments of the Consolidated Company and its exposure to credit risk, liquidity risk and market risk due from the financial instruments. Please refer to the 2016 consolidated financial statements for related information.

Credit risk $(i)$

The Consolidated Company's trade receivable are obviously concentrated on the main customers, which amounted to \$144,363 thousand, \$203,708 thousand, \$82,387 thousand respectively, accounted for 59%, 61% and 45% of the total amount of accounts receivable as of September 30, 2017, December 31, 2016, and September 30, 2016, respectively.

(ii) Liquidity Risk

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

Carrying
amount
Contractual
cash flows
Less than 1
vear
1-2 years More than 2
vears
September 30, 2017
Non-derivative financial liabilities
Short-term bank loans \$ 164,304 164,304 164,304
Accruals payable 105,598 105,598 105,598
Refundable deposits 3,408 3,408 3.408
273,310 273,310 269,902 3,408
December 31, 2016
Non-derivative financial liabilities
Short-term bank loans \$ 135,750 135,750 135,750
Accruals payable 108,815 108,815 108,815
Refundable deposits 2,532 2,532 2.532
247,097 247,097 244,565 2,532
September 30, 2016
Non-derivative financial liabilities
Short-term bank loans S 463,386 463,386 463,386
Accruals payable 86,692 86,692 86,692
Refundable deposits 2,528 2,528 2,528
552,606 552,606 550,078 2,528

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

(iii) Market risk- Currency risk

$1)$ Currency risk exposure

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

September 30, 2017 December 31, 2016 September 30, 2016
Financial assets Foreign
currency (in
thousands)
Exchange
rate
Amount Foreign
currency
(in
thousands)
Exchange
rate
Amount Foreign
currency
(in
thousands)
Exchange
rate
Amount
Monetary items
USD a. 16,069 30.26 486.248 5,992 32 25 193.247 5,244 31.36 164,443

$\cdot$

$2)$ Sensitivity analysis

The Consolidated Company's exposure to foreign currency risk mainly arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, trade and other receivables, that are denominated in foreign currency.

A 1% strengthening (weakening) of the TWD against the USD as at September 30, 2017 and 2016, would have decreased (increased) net profit before tax for the nine months ended September 30, 2017 and 2016, by \$4,862 thousand and \$1,644 thousand, respectively.

Exchange gains and losses of monetary items $3)$

Due to the different types of functional currency of the Consolidated Company, the Consolidated Company discloses its exchange gains and losses of monetary items aggregately. The Company's exchange loss, including realized and unrealized, were ${(13,061)$ thousand, ${(2,042)$ thousand, ${(18,698)$ thousand and ${(4,469)$ thousand for the three months ended September 30, 2017 and 2016 and the nine months ended September 30, 2017 and 2016, respectively.

(iv) Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Consolidated Company's financial assets and liabilities.

If the interest rate had increased / decreased by 1%, the Consolidated Company's net income before taxation would have decreased / increased by 1,643 thousand and 4,634 thousand for the nine months ended September 30, 2017 and 2016 with all other variable factors remaining constant. This was mainly due to the Consolidated Company's borrowing at flexible.

  • Fair Value Information $(v)$
  • Categories and fair value of financial instruments $1)$

The financial assets of the Consolidated Company include cash and cash equivalents, notes receivables, trade receivables, other receivables, other financial assets - noncurrent, etc. Financial liabilities measured at amortization cost include short-term loans, notes payable, trade payables, other payables, and refundable deposits - non-current, etc. Since the book value of the aforementioned financial assets and liabilities is a reasonable approximation of fair value, disclosures of fair value is not required.

Financial Risk Management $(r)$

There were no significant changes in the objectives and policies concerning the financial risks the Consolidated Company was exposed to. Please refer to the 2016 consolidated financial statements for related information.

Capital management $(s)$

The purpose, policy, procedures, and summarized quantitative data of the Consolidated Company's capital management were the same as those disclosed in the 2016 consolidated financial statements. Please refer to the 2016 consolidated financial statements for related information.

(7) Related-party transactions:

(a) Name and relationship with related parties

The followings are natural people or entities that have had transactions with related party during the periods covered in the consolidated interim financial statements.

Name of related party Relationship with the Consolidated Company
PHACHARAPON
PHAIBOONS UNTORN
The Chairman of the Company
Ru-Yin, Lin Key management personnel
SARAYUTH
MUNG CHITVITSAVAKORN
Legal representative of the Board of Directors

$(b)$ Significant transactions with related parties - Guarantee

The Consolidated Company's Chairman, key management personnel and legal representative of the Board of Directors provided personal guarantee for bank loans of consolidated company without any guarantee fees.

(c) Key management personnel compensation

Key management personnel compensation comprised:

For the three months
ended September 30
For the nine months
ended September 30
2017 2016 2017 2016
Short-term employee benefits 4.653 4.287 13,589 15,825
Post-employment benefits 37 568 113 .163
ъD 4,690 4,855 13.702 16.988

(8) Pledged assets:

The carrying amounts of pledged assets were as follows:

Pledged assets Object September 30,
2017
December 31,
2016
September 30,
2016
Land Short-term loans 151,019 149,728 150,324
Buildings Short-term loans 41,323 45,705 47,471
Other financial
assets (non-current)
Guarantee for
electricity supply
4,147 4,080 4,073
196,489 199,513 201,868

(9) Significant commitments and contingencies:

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

September 30, December 31. September 30,
2017 2016 2016
Electricity guarantee 3,911 3,846 3,840

(10) Losses due to major disasters: None

(11) Subsequent events: None

$(12)$ Other:

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

For the three months ended September 30
Function 2017 2016
Operating Operating Operating Operating
Account cost expenses Total cost expenses Total
Personnel costs
Salaries 117,128 42,464 159,592 122,185 38,641 160,826
Health insurance 132 132 106 106
Pension 533 353 886 479 254 733
Other personnel expense 4,145 8,056 12,201 3,200 7,295 10,495
Depreciation 7,841 3,349 11,190 7,299 4,277 11,576
Amortization 996 996 970 970
For the nine months ended September 30
Function 2017 2016
Operating Operating Operating Operating
Account cost expenses Total cost expenses Total
Personnel costs
Salaries 345,337 134,376 479,713 417,412 139,151 556,563
Health insurance 423 423 299 299
Pension 1,571 1,061 2,632 1,453 768 2,221
Other personnel expense 11,018 19,926 30,944 9,849 16,849 26,698
Depreciation 23,425 10,083 33,508 22,469 12,503 34,972
Amortization 3,043 3,043 2,943 2,943

(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 Consolidate Company for the nine-months ended September 30, 2017:

  • Lending to other parties: None $(i)$
  • (ii) Guarantees and endorsements for other parties: None
  • (iii) Information regarding securities held at the reporting date (subsidiary, associates and joint ventures not included):None
  • (iv) Information regarding purchase or sale of securities for the period exceeding 300 million or 20% of the Company's paid-in capital:None
  • Information on acquisition of real estate with purchase amount exceeding 300 million or 20% of the Company's paid-in $(v)$ capital:None
  • (vi) Information regarding receivables from disposal of real estate exceeding 300 million or 20% of the Company's paid-in capital:None
  • (vii) Information regarding related-parties purchases and/or sales exceeding 100 million or 20% of the Company's paid-in capital:
Transaction details Transactions in terms other
than the regular terms
Note and accounts receivable
(navable)
Ending balance
of notes and Percentage of total
Percentage of accounts inotes and accounts
Name of Nature of Itotal nurchases Credit terms receivable receivable
comnany Counternarty relationship Purchase/Sale I Amount $(sales)(\%)$ (davs) Unit orice iPayment terms (payable) (payable) Note
RGP 'nм IRIM's
kubsidiarv
Sales. (455,706) (93.73) 15-60 days Note 1 87,803 79.91 Note 2

Note 1: The price was calculated by the mutual negotiable prices.

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::

Name of Nature of Endine
Turnover
Overdue Amounts received 1
in subsequent
Allowance
company Counter-party relationship l balance (Note 2) l ratc Amount Action taken period (Note 1) for bad debts
RGP RJM RJM subsidiary 87.803 I 5.88 40,190
komnanv

Note 1: For period ended 25 October 2017.

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

  • (ix) Information regarding trading in derivative financial instruments: None
  • $(x)$ Significant transactions and business relationship between the parent company and its subsidiaries for the three months ended March 31, 2017:
Nature of Intercompany transactions
No. Name of company Name of counter-party relationship Account name Amount Trading terms Percentage of the consolidated
net revenue or total assets
RGP RJM Sales 455,706 The price calculation 28.44%
is made by the consent.
of the both parties.
RGP RJM Trade receivables 87.803 l45~60 days 5.96%

Note 1: Company numbering as follow:

I.represent RGP ·

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

I. Subsidiary to parent company.

  • 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 Note 3: statement of comprehensive income.
  • (b) Related information on investee companies:

The following is the information on investees for the nine months ended September 30, 2017 (excluding information on investees in Mainland China):

THE FROMSANDS OF NEW TRIWAN DOMAISE
Main Original investment amount Balance as of September 30, 2017 Net income Share of
Name of Name of September 30. Shares Percentage of Carrying
value
(losses)
of investee
profits/losses of
investee
investor investee Location businesses and products 2017 December 31, 2016 (thousands) ownership (note 1) $1$ (note 1) (n 0 (c 1 ) Note
The Company Mailand Designing, Manufacturing and Selling 300,000 300,000 4,549,998 99.99% 825,510 142.995 142,995 Eliminate in the
fiewelry and eem consolidated
mancial statements
The Company GVG Hong Hong Kong Investment Activities 22,050 22,050 5,000,000 100.00% 6,427 (4.260) (4, 260)
Kong
RGP Thailand Plating jewelry and gem 11,647 11,647 127,500 51.00% 113,116 143,768 80,158
(note 2)

Note 1: Investment gains (losses) have been recognized by using the equity method based on the financial statements of the investee companies reviewed by the Company's Certified Public Accountant.

Note 2: The investment gains included the inter-company gross profit amounting to 56,836 thousand.

  • (c) Information on investment in mainland China:
  • $\left($ The names of investees in Mainland China, the main businesses and products, and other information:
(In Thousands of New Taiwan Dollars)
Investment amount Cumulated Carrent Sharcholding
Accumulated outflow of remitted or recovered investment amount profit of Iratio of direct Book value of
Maior Investment Cumulated investment amount remitted from investee or indirect Investment investment of Accumulated
Name of business Paid-in Method remitted from Taiwan at Taiwan at end of company linvestment of eains or losses end of vear investment
in estec project Anital (note 1) beginning of period Remittance Recovery period $0$ (note 3) [the company ] (note 2 and 3) ] (note 2 and 3)] income remitted i
GVG (ShenSelling jewelry 4.29.S I
CNY
$1$ note 4 (note 4) (note 4) (note 4) (4,145) 100.00% (4.145) 6.499
Zhen land cem

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

(1) Invest in Mainland China directly

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

(3)Other methods

Note 2: Long-term investment at end of period 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 examined by the auditors of parent company. Those investment gains or losses end of the investment at end of period have been recognized by the equity method based

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

(ii) Limitation on investment in Mainland China:None

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

$\mathbf{r}$ and $\mathbf{r}$ .

$-$

$\sim$ $-$

(14) Segment information:

2017 For the three months ended September 30
Manufacturing
and selling
gems and
jewelry
department
Electro-
plating
department
Adjustments
and
eliminations
Total
Revenue:
Revenue from external customers \$
578,538
29,902 608,440
Revenue from transactions with other operating
segments
131,595 (131, 595)
Total revenue 578,538
S
161,497 (131,595) 608,440
Reportable segment profit or loss 42,269
S
45,339 87,608
For the nine months ended September 30
2016
Manufacturing
and selling
gems and
jewelry
department
Electro-
plating
department
Adjustments
and
eliminations
Total
Revenue:
Revenue from external customers
\$
393,144
393,144
Revenue from transactions with other operating
segments
59,318 (59,318)
Total revenue 393,144
S
59,318 (59, 318) 393,144
Reportable segment profit or loss 16,269 19,813 36,082
For the three months ended September 30
2017
Revenue: Manufacturing
and selling
gems and
jewelry
department
Electro-
plating
department
Adjustments
and
eliminations
Total
Revenue from external customers \$
1,572,027
30,507 1,602,534
Revenue from transactions with other operating
segments
455,706 (455,706)
Total revenue 1,572,027
S
486,213 (455, 706) 1,602,534
Reportable segment profit or loss 94,078
\$
143,768 237,846

l,

For the nine months ended September 30
Manufacturing
and selling
gems and
jewelry
department
2016
Electro-
plating
department
Adjustments
and
eliminations
Total
Revenue:
Revenue from external customers \$ 1.674,778 1,674,778
Revenue from transactions with other operating
segments
155 246,238 (246, 393)
Total revenue 1,674,933 246,238 (246,393) 1,674,778
Reportable segment profit or loss 177,107 83,203 260,310

For the three months ended September 30, 2017 and 2016 and nine months ended September 30, 2017 and 2016, the adjustments and eliminations of operating segments were 131,595 thousand, 59,318 thousand, 455,706 thousand and

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