APEX — AGM Information 2021

Jul 30, 2021

Stock Code: 3052

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APEX SCIENCE & ENGINEERING CORP.

2021 Annual Shareholders' Meeting Meeting Handbook

June 16, 2021

Table of Contents

Table of Contents
I. Meeting Procedure	1
II. Meeting Agenda	2
III. Reports	3
IV. Ratifications	8
V. Discussions	10
VI. Elections	11
VII. Others	13
VIII. Extempore Motions	13
Attachment I. Comparison Table for Amendments to the Rules and Procedures of the Board of
Directors	14
Attachment II. Comparison Table for Amendments to the Ethical Corporate Management Best
Practice Principles	16
Attachment III. Comparison Table for Amendments to the Guidelines for the Codes of Ethical
Conduct	19
Attachment IV. Comparison Table for Amendments to the Method of Transfer of Repurchased
Shares to Employees for the 1st Time	20
Attachment V. Financial Statements
	21
Attachment VI. Comparison Table of Amendments to the Articles of Incorporation	44
Attachment VII Comparison Table of Amendments to the Rules of Procedure for Shareholders'
Meetings	45
Attachment VIII Comparison Table of Amendments to the Rules for Elections of Directors	47
Attachment IX. Restrictions on Non-Compete Clause of Directors of Board (Including Independent
Director)	49
Appendix I Articles of Incorporation	50
Appendix II Rules of Procedure for Shareholders' Meetings	58
Appendix III Rules for Elections of Directors	66
Appendix IV Director Shareholding	70
Appendix V Impact of Stock Dividend Issuance on Business Performance, EPS, and ROI	71

APEX SCIENCE & ENGINEERING CORP.

2021 Annual Shareholders' Meeting Procedure

I. Call the Meeting to Order

II. Chairperson's Remarks

III. Reports

IV. Ratifications

V. Discussions

VI. Election

VII. Other Matters

VIII. Extempore Motions

IX. Adjournment

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APEX SCIENCE & ENGINEERING CORP.

2021 Annual Shareholders' Meeting Agenda

Time: 9 a.m., Wednesday, June 16, 2021

Venue: Meeting room at the Company, 4F., No. 112, Sinmin St., Jhonghe Dist., New Taipei City

I. Call the Meeting to Order

• II. Chairperson's Remarks

• III. Reports

• (I) 2021 Business Report

• (II) 2021 Audit Committee Review Report

• (III) 2021 Remuneration Distribution to Employees and Directors

• (IV) Amendments to the Rules and Procedures of the Board of Directors

• (V) Amendments to the Ethical Corporate Management Best Practice Principles

• (VI) Amendments to the Guidelines for the Codes of Ethical Conduct

(VII) Amendments to the Method of Transfer of Repurchased Shares to Employees for the 1st Time

IV. Ratifications

• (I) Proposal of 2020 Financial Statements(including consolidated financial statements) and Business Report

• (II) Proposal of 2020 Profit Distribution

• V. Discussions

• (I) Amendments to partial content of the Articles of Incorporation

• (II) Amendments to partial content of the Rules of Procedure for Shareholders' Meetings

(III) Amendments to partial content of the Rules for Elections of Directors

XI. Election: Full election of the Directors

VII. Other Matters: Proposal to release non-compete clause for new directors and its representatives

VIII. Extempore Motions

• IX. Adjournment

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[Reports]

I. 2020 Business Report

APEX SCIENCE &ENGINEERING CORP. 2020 Business Report

Dear shareholders,

Thank you for participating in our 2021 Annual Shareholders' Meeting. It is your supports and the endeavors of all Directors of Board, Supervisors, and employees that steadily push the Company towards our goals. Your continuous encouragements and efforts are the great momentum for APEX to pursue a brighter future.

• (I) 2020 Business Performance

1. Business plan implementation

2020 consolidated net operating income was NT$5,217,591 thousand. Consolidated operating profit was NT$286,326 thousand.

The net profit of this year was NT$322,455 thousand, and the earnings per share was NT$1.59.

1. Bugdet implementation

The Company did not have a public financial forecast for 2020.

1. Financial revenue and profitability analysis

Unit: NT$1,000

Items	2020(consolidated)	2020(consolidated)	2019(consolidated)	2019(consolidated)
Net operating income	5,217,591	100.00%	5,623,832	100.00%
Operating costs	4,732,188	90.70%	5,233,282	93.06%
Gross operating profit	485,403	9.30%	390,550	6.94%
Operating expenses	199,077	3.81%	150,984	2.68%
Operating profit (loss)	286,326	5.49%	239,566	4.26%
Revenue and income outside operation	22,002	0.42%	4,418	0.08%
Net profit (loss) before tax	308,328	5.91%	243,984	4.34%
Income tax profit(expense)	14,127	0.27%	(66,698)	-1.19%
Net profit (loss) of the year	322,455	6.18%	177,286	3.15%

4. Research and development

Engineering: Continuous improvement and optimization of factory renovation, expansion, and professional technology for public construction. The Company ensures the corporate strength and benefits enhance as the technology improves.

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Construction: The Company not only invited well-knowned architects and design groups to carry out building design, it also leveraged new construction technology to build high-quality buildings that made the Company's reputation in building construction grow.

TFT & LCD: The Company continuously developed and optimized LCM modules and relevant technologies in the hope of creating higher product value while decreasing costs. The Company also closely followed the development of LED technology to apply in its manufacturing and product effective products.

(II) 2021 Operating Plan Overview

1. Operating Strategy

The Company has adhered to the concepts of pursuing higher value with solid foundation and bringing shared profit and sustainable development. The Company provides outstanding services to clients with a responsible attitude.

Construction: Through the collaboration between schools and industries, the Company actively collects industrial information to agily meet the demands. In terms of land aquiring, other than selfpurchase, the Company also aquires lands through joint construction and urban renewal projects. It is hoped that through diverse developments and introduction of new products, the Company can build more buildings and offer more services that meet clients needs.

Engineering: The Company actively collaborates with domestic and overseas companies, including CSC, public sectors, and private companies which have the expansion needs. With technology introduction and improved integration ability, the Company hopes to satisfy as much as possbile.

TFT & LCD: Based on the existing products, the Company expands more product lineup and collaborates with other businesses to increase its clients. Internally, the Company reduces manufacturing and procurement costs to strengthen its competency.

2. Sales Volume Forecast and Its Basis

Engineering: Most businesses are more generous in capital spending compared to the previous years, and the capital expenditure in most businesses has seen an increase. As the government is also increasing spendings on domestic infrastructures, engineering bidding cases is expected to increase. The estimated profit exceeds NT$2 billion.

Construction: The selling of construction projects is rising. The Company will acquire more construction projects after careful evaluation.

TFT & LCD: Apart from LED components and LCM modules, the Company will dig into the conumser electronic market. As new products will launch and new business partners will join in, the Company will create unlimited value as the overall economy rebounds.

1. Key Production and Distribution Strategy

2. (1) Client-oriented service. Becoming the best facilitator for customers

3. (2) Development of lands with potential commercial value; Grant it with characteristics

4. (3) Resource integration and business partners seeking

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(III) Future Development Strategy, and the Impact of External Competition, the Legal Environment, and the Overall Business Environment

Founded in 1976, the Company has overcome numerous ups and downs in global and domestic economies. This has gained us the high adaptability and flexibility to cope with tremendous challenges. 2020 saw an economic downturn. Yet we believe that years of business deployment and

enhanced management, APEX will continue to improve and stands out from others, maintaining a solid operation. New challenges await in the coming year. With your supports and encouragements, APEX will continue to thrive.

President: KUO,KUO-HUA

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Manager: KUO,KUO-HUA

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Accounting Manager: WU,HSIU-LIN

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II. 2021 Audit Committee Review Report

APEX SCIENCE & ENGINEERING CORP.

Audit Committee's Report

The Board of Directors has prepared and submitted the Company's 2020 Business Report, Financial Statements (including consolidated financial statements) and the proposed profit distribution, of which the Financial Statements have been audited and certified by the independent auditors, LIAO, FU-MING and CHEN, CHING-CHANG, of PricewaterhouseCoopers Taiwan, and an audit report has been issued. The above statements and reports have been examined and reviewed by the Audit Committee, and no irregularities were found. According to the Securities and Exchange Act and the Company Act, we hereby submit this report.

To:

2021 Annual Shareholders' Meeting

APEX SCIENCE & ENGINEERING CORP. Convener of the Audit Committee: HSIAO,SHENG-HSIEN

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March 25, 2021

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III. 2020 Remuneration Distribution to Employees and Directors

Description: (I) The Company's 2020 profit was NT$333,833,801. Pursuant to the Articles of Incorporation, 2% shall be distributed as Directos' remuneration, totalling NT$6,676,676. 8% shall be distributed as employees' remuneration, totalling NT$26,706,704. Both will be distributed in cash. (II) The proposal is submitted for report.

IV. Amendments to the Rules and Procedures of the Board of Directors

Description: (I) Pursuant to the Taiwan Stock Exchange Letter Tai-Zheng-Zhi-Li No. 1090009468 dated June 3, 2020 and in line with the business need, amendments to the Company's Rules and Procedures of the Board of Directors are made. Please refer to Attachment I pages 14 to 15 of the Handbook for the Comparison Table.

(II) The proposal is submitted for report.

V. Amendments to the Ethical Corporate Management Best Practice Principles Description: (I) In line with the business need, amendments to the Ethical Corporate Management Best Practice Principles are made. Please refer to Attachment II pages 16 to 18 of the Handbook for the Comparison Table.

(II) The proposal is submitted for report.

VI. Amendments to the Guidelines for the Codes of Ethical Conduct

Description: (I) Pursuant to the Taiwan Stock Exchange Letter Tai-Zheng-Zhi-Li No. 1090009468 dated June 3, 2020 and in line with the business need, amendments to the Company's Guidelines for the Codes of Ethical Conduct are made. Please refer to Attachment III pages 65 to 68 of the Handbook for the Comparison Table.

(II) The proposal is submitted for report.

VII. Amendments to the Method of Transfer of Repurchased Shares to Employees for the 1st Time Description: (I) In line with the business need, amendments to the Method of Transfer of Repurchased Shares to Employees for the 1st Time are made. Please refer to Attachment IV page 69 of the Handbook for the Comparison Table.

(II) The proposal is submitted for report.

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[Ratifications]

Proposed by the Board of Directors

Proposal I

Subject: Proposal of 2020 Financial Statements(including consoliated financial statements) and Business Report

Description: (I)The Company's Financial Statements(including consolidated financial statements)have been audited and certified by the independent auditors, LIAO, FU-MING and CHEN, CHING-CHANG, of PricewaterhouseCoopers Taiwan. Along with the Business Report, the Financial Statements have been audited by the Audit Committee, and an audit report has been issued. (Please refer to pages 21 to 42 of the Handbook)

(II) Business Report: Please refer to page 3 of the Handbook

(III) Please ratify the proposal

Resolution:

Proposed by the Board of Directors

Proposal II

Subject: 2020 Profit Distribution

Description: (I) Pursuant to the Articles of Incorporation, the Board of Directors approved the 2020 profit distribution. A total of NT$180,950,843 with NT$0.8 of cash dividend per share is allocated from 2020 distributable earnings.

(II) After the reolution in the Shareholders' Meeting, the distribution will be carried out on an exdividend date set by the Board of Directors. In the event that the proposed profit distribution is affected by change of outstanding shares due to a buyback of shares, transferring treasury shares, or capital increase, the Board of Directors is authorized to adjust related matters.

(III) Please refer to #pageX# of the Handbook for the 2020 Profit Distribution.

(III) Please ratify the proposal

Resolution:

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APEX SCIENCE & ENGINEERING CORP.

Profit Distribution 2020

Currency Unit: NT$

	Currency Unit: NT$
Distributable earning in the beginning of the year	236,303,180
Add: 2020 Net income after tax	315,653,016
Less: Retained earnings adjustment due to the changes of owenship of subsidiaries	(4,958,702)
Add: Disposal in equity instruments measured at fair value through other comprehensive gains and losses, and the cumulated profit(loss) was transferred directly to retained earnings	1,860,206
Add: Special reserve	2,652,056
Less: Legal reserve (10%)	(31,520,658)
Distributabl earnings	519,989,098
Distribution items
Cash dividends for shareholders- NT$0.8 per share	180,950,843
Undistributed earnings at the end of the year	339,038,255

Note: 1. Cash dividend will be distributed according to a ratio. The amount will be rounded down to NT$1, and the aggregated amount of bonus less than NT$1 will be handled by designated personnel assigned by the President.

1. All the earnings distribution of the year are provided from the distributable earnings after tax in

President: KUO,KUO-HUA

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Manager: KUO,KUO-HUA

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Accounting Manager: WU,HSIU-LIN

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[Dicussions]

Proposed by the Board of Directors

Item I

Subject: Amendments to partial content of the Articles of Incorporation

Description: (I) In line with the business need to add business items.

(II) Please refer to Attachment VI page 43 for the Comparison Table.

(III) The item is raised for discussion.

Resolution:

Proposed by the Board of Directors

Item II

Subject: Amendments to partial content of the Rules of Procedure for Shareholders' Meetings Description: (I) Pursuant to the Taiwan Stock Exchange Letter Tai-Zheng-Zhi-Li No. 1090009468 dated June 3, 2020, Letter Tai-Zheng-Zhi-Li No. 1100001446, and in line with the business need, amendments to the Company's Rules of Procedure for Shareholders' Meetings are made.

(II) Please refer to Attachment VII pages 44 to 45 of the Handbook for the Comparison Table.

(III) The item is raised for discussion.

Resolution:

Proposed by the Board of Directors

Item 3

Subject: Amendments to partial content of the Rules for Elections of Directors

Description: (I) Pursuant to the Taiwan Stock Exchange Letter Tai-Zheng-Zhi-Li No. 1090009468 dated June 3, and in line with the business need, amendments to the Company's Rules for Elections of Directors are made.

(II) Please refer to Attachment VIII (#pageX to X#) of the Handbook for the Comparison Table.

(III) The item is raised for discussion.

Resolution:

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[Election]

Proposed by the Board of Directors

Subject: Full election of the Directors

Description: (I) The term of the Board of Directors will expire on June 14, 2021. The re-election shall be conducted according to the laws at the Annual Shareholder's Meeting.

(II) Pursuant to the Articles of Incorporation, 7 directors will be elected, including 3 indepdent directors.

The new directors will onboard once elected. The term is three years starting on June 16, 2021 and ending on June 15, 2024.

(III) According to the Articles of Incorporation, candidates nomincation system shall be adopted when electing directors. Shareholders shall elect the directors (including independent directors) from the candidate list.

• (IV) Please refer to the next page for candidate information.

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Category	Name	Experience(education), current position	Shareholding
Independent Director	CHANG,PAO- TSAI	Bachelor's degree of CEO class, EMBA, Shanghai Jiao Tong Unversity Department of Radio, Television and Film, Shih Hsin University Experience: General Manager, Shanghai Fungfu Investment Consulting Management Company President, Premier International General Manager, 360d Talent Group Company Current position: President, Premier International General Manager, 360d Talent Group Company President of Taiwan branch, CHEER ELEGANT CORP. Independent Director, PLANET Technology Corporation	57,200
Independent Director	HSIAO,SHENG- HSIEN	Experience: Doctor's degree, Law of International Economy, Law School, University of International Business and Economics Master's degree, School of Law, Soochow University Bachelor's degree, Accounting, National Taiwan University Experience: CPA partner & Director, FORMOSA & CO., CPAS Senior law consultant, Shan-fa Attorneys-at-law Member of Mediation Committee, Civil Division of Taipei District Court Current position: CPA partner & Director, FORMOSA & CO., CPAS Senior consultant, Myriad Attorneys at Law. Independent Director, Formosan Rubber Group Inc.	0
Independent Director	WU,NAI-HUA	Education: EMBA, National Chengchi University Bachelor's degree of Chemical Engineering, National Cheng Kung University Experience: Vice General Manager, UPKING INTERNATIONAL CO., LTD. Current position: President, Instant Technology Independent Director, Holy stone Enterprise Co., Ltd.	0
Director of Board	KUO,KUO- HUA	Education: Master's degree of Business Administration, National Taipei University Experience: General Manager, Feng He Development Company President, Kai Da Development Company Current position: President, APEX SCIENCE & ENGINEERING CORP.	16,124,177
Director of Board	CHOU,HIS- YANG	Education: Doctor's degree, Barrington University, U.S.A. Experience: 7th & 8th Chairman, Business Management Consultant Association 5th Vice President, Taxation and Accounting Education Foundation Current position: President, EVER-TRUST Management Consulting Co. Supervisor of Board, CHANG JI CONSTRUCTION CO., LTD.	139,920
Director of Board	LU, FANG- YUAN	Education: Bachelor's degree of Finance and Cooperative Management, National Chung Hsing University Experience: Supervisor of Board, Guo Bin Construction Co. Current position: Director of Board, CHANG JI CONSTRUCTION CO., LTD. Supervisor of Board, Guo Bin Construction Co.	100,000
Director of Board	Kai Da Development Company	N/A	45,000

(V) Please carry out the election Election results:

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[ Other Matters]

Proposed by the Board of Directors

Subject: Proposal to release non-compete clause for new directors and their representatives

Description: (I) It is proposed to seek approval in the Shareholders' Meeting allowing newly onboard directors and their representatives who engage in acts of competition under Article 209 of the Company Act to be released from the non-compete restriction, provided that there is no damage to the interests of the Company).

(II) To release non-compete clause for new directors and their representatives. Please refer to Attachment IX (#pageX# of the Handbook)

(III) The item is raised for discussion.

Resolution:

[Extempore Motions]

[Adjournment]

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Attachment I

APEX SCIENCE & ENGINEERING CORP.

Comparison Table for Amendments to the Rules and Procedures of the Board of Directors

Article	Content	Content	Description
	After Amendment	Before Amendment
Article 4	The Company's Board appoints the President's Office to be the unit responsible for the Board meetings. The President's Office shall prepare agenda items for the Board meetings and provide comprehensive pre- meeting materials, to be sent together with the notice of the meeting. If Directors of Board consider the meeting materials provided to be insufficient, they may request the agenda working group to supplement the materials. If a Director of Board is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the Board of Directors.	The Company's Board appoints the Administration Dept. to be the unit responsible for the Board meetings. The President's Office shall prepare agenda items for the Board meetings and provide comprehensive pre-meeting materials, to be sent together with the notice of the meeting. If Directors of Board consider the meeting materials provided to be insufficient, they may request the agenda working group to supplement the materials. If a Director of Board is of the opinion that materials concerning any proposal are insufficient in content, the deliberation of such proposal may be postponed by a resolution of the Board of Directors.	Amend the Article according to the Company's current situation
Article 12	The following matters shall be submitted to the Board of Directors for discussion: I. The Company's Business Plan. II. Annual financial statements and Q2 financial statements audited by the CPAs III. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act (the Act), and assessment of the effectiveness of the internal control system. IV. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others. V. Offering, issuance or private placement of any equity based securities. VI. Appointment or discharge of a finance manager, accounting manager or chief internal auditor. VII. A donation to a related party or a substantial donation to a non-related party, provided that a donation for charity or disaster relief for a material natural disaster may be submitted to the following Board meeting for ratification. VIII. Any matter that, under Article 14-3 of the Securities and Exchange Act, any other law, or regulation must be approved by resolution at a shareholders' meeting or a Board meeting, or any material matter as may be prescribed by the competent authority. The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "substantial donation to a non-related party" means any donation or a series of donations within a one- year period to a single recipient that, on an individual basis or cumulatively, amount to NT$100 million or more, or reach 1% of the net operating revenue or 5% of the paid-in capital as stated in the audited financial reports for the most recent fiscal year. "Within a one-year period" as used in the preceding paragraph refers to the year preceding the date of the Board meeting. Items duly resolved by the Board meeting in accordance with these Procedures need not	The following matters shall be submitted to the Board of Directors for discussion: I. The Company's Business Plan. II. Annual and semi-annual financial statements With the exception of semi-annual financial statements which, under relevant laws and regulations, need not be audited or attested by a CPA. III. Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act (the Act), and assessment of the effectiveness of the internal control system. IV. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others. V. Offering, issuance or private placement of any equity based securities. VI. Appointment or discharge of a finance manager, accounting manager or chief internal auditor. VII. A donation to a related party or a substantial donation to a non-related party, provided that a donation for charity or disaster relief for a material natural disaster may be submitted to the following Board meeting for ratification. VIII. Any matter that, under Article 14-3 of the Securities and Exchange Act, any other law, or regulation must be approved by resolution at a shareholders' meeting or a Board meeting, or any material matter as may be prescribed by the competent authority. The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "substantial donation to a non- related party" means any donation or a series of donations within a one-year period to a single recipient that, on an individual basis or	Amend the Article according to regulation revision

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	be counted. The Company has independent directors and at least one of them shall attend the Board meetings in person. For matters specified in Paragraph 1 to be resolved at the Board meetings, all independent directors shall attend in person. For ones who are unable to attend in person, they shall appoint other Independent Directors as proxy. Any objection or reservation any independent director may have shall be specified in the proceedings of the Board meeting. If any independent director wishing to express his or her objection or reservation can not attend the Board meeting, a written statement shall be provided and included in the proceedings of the Board meeting unless there is good reason to do otherwise.	cumulatively, amount to NT$100 million or more, or reach 1% of the net operating revenue or 5% of the paid-in capital as stated in the audited financial reports for the most recent fiscal year. "Within a one-year period" as used in the preceding paragraph refers to the year preceding the date of the Board meeting. Items duly resolved by the Board meeting in accordance with these Procedures need not be counted. The Company has independent directors and at least one of them shall attend the Board meetings in person. For matters specified in Paragraph 1 to be resolved at the Board meetings, all independent directors shall attend in person. For ones who are unable to attend in person, they shall appoint other Independent Directors as proxy. Any objection or reservation any independent director may have shall be specified in the proceedings of the Board meeting. If any independent director wishing to express his or her objection or reservation can not attend the Board meeting, a written statement shall be provided and included in the proceedings of the Board meeting unless there is good reason to do otherwise.
Article 15	In the event of an agenda item representing a conflict of interest for a Director of Board of for the entity he or she represents, he or she shall disclose the conflict at the current meeting and refrain from discussion or vote on the matter. He or she shall be recused during discussion or vote on the matter and shall not exercise the right to vote on behalf of any other directors of the Board. Where the spouse, a relative within the second degree of kinship of a director of Board, or any company which has a controlling or subordinate relation with a Director of Board has interests in the matters under discussion in the meeting, the Director of Board shall be deemed to have a personal interest in the matter. The resolution of the Company’s Board of Directors shall follow Article 206-4 of the Company Act and in accordance to Article 180-2 in regards to Director of Board with no voting rights.	In the event of an agenda item representing a conflict of interest for a Director of Board of for the entity he or she represents, he or she shall disclose the conflict at the current meeting and refrain from discussion or vote on the matter. He or she shall be recused during discussion or vote on the matter and shall not exercise the right to vote on behalf of any other directors of the Board. Where the spouse, a relative within the second degree of kinship of a director of Board, or any company which has a controlling or subordinate relation with a Director of Board has interests in the matters under discussion in the meeting of the preceding paragraph, the Director of Board shall be deemed to have a personal interest in the matter. Where a director is prohibited by the two preceding paragraphs from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, Paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, Paragraph 4 of the same Act.	Amend the Article according to regulation revision
Article 19	Establishment of these Rules shall be subject to consent of the Board and raised to report at a Shareholders' Meeting. The Board is authorized to approve amendments, if any, in the future. The Rules was enacted on December 29, 2006. The first amendment was made on March 4, 2008. The second amendment was made on December 18, 2012. The third amendment was made on March 26, 2014. The fourth amendment was made on November 10, 2017. The fifth amendment was made on November 13, 2018. The sixth amendment was made on March 27, 2020. The seventh amendment was made on August 11, 2020. The eighth amendment was made on March 25, 2021.	Establishment of these Rules shall be subject to consent of the Board and raised to report at a Shareholders' Meeting. The Board is authorized to approve amendments, if any, in the future. The Rules was enacted on December 29, 2006. The first amendment was made on March 4, 2008. The second amendment was made on December 18, 2012. The third amendment was made on March 26, 2014. The fourth amendment was made on November 10, 2017. The fifth amendment was made on November 13, 2018. The sixth amendment was made on March 27, 2020.	Add the amendment date

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Attachment II

APEX SCIENCE & ENGINEERING CORP.

Comparison Table for Amendments to the Ethical Corporate Management Best Practice Principles

Article	Content	Content	Description
	After Amendment	Before Amendment
Article 13	The Directors of Board, managers, employees, mandataries, and substantial controllers of the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures, and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. The Company shall designate the President Office as the solely responsible unit (hereinafter, "responsible unit") under the Board of Directors, where sufficient resources and appropriate personnel shall be available to the unit, and in charge of the amendment, implementation, interpretation, and advisory services with respect to the Principles, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports to the Board of Directors (at least once a year): I. Assisting in incorporating ethics and moral values into this Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. II. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company's operations and business. III. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and- balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. IV. Promoting and coordinating awareness and educational activities with respect to ethics policy. V. Developing a whistle-blowing system and ensuring its operating effectiveness. VI. Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. VII. The Company shall compile documented information on the ethical management policy, compliance statement, implement commitment and execution status and retain said information properly.	The Directors of Board, managers, employees, mandataries, and substantial controllers of the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures, and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. The Company shall designate the Administration Dept. as the solely responsible unit (hereinafter, "responsible unit") under the Board of Directors, where sufficient resources and appropriate personnel shall be available to the unit, and in charge of the amendment, implementation, interpretation, and advisory services with respect to the Principles, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports to the Board of Directors (at least once a year): I. Assisting in incorporating ethics and moral values into this Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. II. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company's operations and business. III. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and- balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. IV. Promoting and coordinating awareness and educational activities with respect to ethics policy. V. Developing a whistle-blowing system and ensuring its operating effectiveness. VI. Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. VII. The Company shall compile documented information on the ethical management policy, compliance statement, implement commitment and execution status and retain said information properly.	Amend the Article according to the Company's current situation

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Article 23	The President Office is the responsible unit of the Company, and is responsible for setting and implementing the Company’s management of trade secrets, trademark, patents, copyright, and other intellectual property, as well as storing and keeping operating procedures confidential. The responsible unit shall regularly review implementation results and ensure that its operating procedures maintain effectiveness. All personnel of the Company shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of the Company of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of the Company unrelated to their individual duties.	The Administration Dept. is the responsible unit of the Company, and is responsible for setting and implementing the Company’s management of trade secrets, trademark, patents, copyright, and other intellectual property, as well as storing and keeping operating procedures confidential. The responsible unit shall regularly review implementation results and ensure that its operating procedures maintain effectiveness. All personnel of the Company shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of the Company of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of the Company unrelated to their individual duties.	Amend the Article according to the Company's current situation
Article 29	The Company encourages internal and external personnel to report dishonest or inappropriate behavior. A reward shall be given to the whistleblower according to the severity of the reported violations. If internal personnel falsely report violations or make malicious accusations, they shall be punished according to regulations. In severe cases, the person can be dismissed. Independent reporting mailbox (jayhuang@apexgrp.com.tw) and a hotline ((02)2223-4099 ext.655) were announced and set on the Company's website and internal website for internal and external use. The following information must be provided by the whistleblower: I. The whistleblower's name, I.D. number, (or anonymous compliant) and an address, telephone number and e-mail address where it can be reached. II. The reported person's name or other information sufficient to distinguish its identifying features. III. Specific facts available for investigation. The Company provides protection to whistleblowers against receiving improper treatment reports. Anonymous reporting is allowed. The Company ensures the whistleblower will be protected from reprisals. The responsible unit of the Company shall observe the following procedure: I. Reporting matters involving general employees should be reported to the direct supervisor. Reporting matters involving Directors of Board or senior executive should be reported to Independent Directors. 2.The responsible unit of this Corporation and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department. 3.If a person being reported is confirmed to have indeed violated the applicable laws and regulations or the Company's policy and regulations of ethical management, the Company shall immediately require	The Company encourages internal and external personnel to report dishonest or inappropriate behavior. A reward shall be given to the whistleblower according to the severity of the reported violations. If internal personnel falsely report violations or make malicious accusations, they shall be punished according to regulations. In severe cases, the person can be dismissed. Independent reporting mailbox (Steven- f@apexgrp.com.tw) and a hotline ((02)2223- 4099 ext.687) were announced and set on the Company's website and internal website for internal and external use. The following information must be provided by the whistleblower: I. The whistleblower's name, I.D. number, (or anonymous compliant) and an address, telephone number and e-mail address where it can be reached. II. The reported person's name or other information sufficient to distinguish its identifying features. III. Specific facts available for investigation. The Company provides protection to whistleblowers against receiving improper treatment reports. Anonymous reporting is allowed. The Company ensures the whistleblower will be protected from reprisals. The responsible unit of the Company shall observe the following procedure: I. Reporting matters involving general employees should be reported to the direct supervisor. Reporting matters involving Directors of Board or senior executive should be reported to Independent Directors. 2.The responsible unit of this Corporation and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department. 3.If a person being reported is confirmed to have indeed violated the applicable laws and regulations or the Company's policy and regulations of ethical management, the Company shall immediately require	Amend the Article according to the Company's current situation

17

		the violator to cease the conduct and shall make an appropriate disposition. The Company may institute legal proceedings and seek damages to safeguard its reputation and its rights and interests. IV. Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistle- blowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation. V. With respect to a confirmed information, the Company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent a recurrence. The responsible unit shall collect all complaints made, record how it was dealt with, and any subsequent proposed improvements, and report to the Board of Directors. When material misconduct or likelihood of material impairment to the Company comes to the awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.	the violator to cease the conduct and shall make an appropriate disposition. The Company may institute legal proceedings and seek damages to safeguard its reputation and its rights and interests. IV. Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistle- blowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation. V. With respect to a confirmed information, the Company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent a recurrence. The responsible unit shall collect all complaints made, record how it was dealt with, and any subsequent proposed improvements, and report to the Board of Directors. When material misconduct or likelihood of material impairment to the Company comes to the awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.
Article 33		The Principles was enacted on December 18, 2012. The first amendment was made on March 23, 2015. The second amendment was made on November 13, 2018. The third amendment was made on August 13, 2019. The fourth amendment was made on March 27, 2020. The fifth amendment was made on March 25, 2021.	The Principles was enacted on December 18, 2012. The first amendment was made on March 23, 2015. The second amendment was made on November 13, 2018. The third amendment was made on August 13, 2019. The fourth amendment was made on March 27, 2020.	Add the amendment date

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Attachment III

APEX SCIENCE & ENGINEERING CORP.

Comparison Table for Amendments to the Guidelines for the Codes of Ethical Conduct

Article		Content	Content	Description
		After Amendment	Before Amendment
Article 4		Prevention of conflicts of interest Conflicts of interest appear when personal interests of the Company's employees are involved or may be involved in the Company's overall interests, including but not limited to the fact that the officer cannot handle the Company's affairs in an objective and efficient manner; or based on their position in the Company, to get improper benefits for themselves, their spouses, or relative within the second degree of kinship, which shall all be prevented. The Company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which the abovementioned personnel works. IIf the abovementioned conflicts of interest occur or are likely to occur, a written description shall be provided to make an explanation. After the decision from the Company was made pursuant to the relevant regulations can the actions be carried out.	Prevention of conflicts of interest Conflicts of interest appear when personal interests of the Company's employees are involved or may be involved in the Company's overall interests, including but not limited to the fact that the officer cannot handle the Company's affairs in an objective and efficient manner; or based on their position in the Company, to get improper benefits for themselves, their spouses, parents, children, or relative within the second degree of kinship, which shall all be prevented. The Company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which the abovementioned personnel works. IIf the abovementioned conflicts of interest occur or are likely to occur, a written description shall be provided to make an explanation. After the decision from the Company was made pursuant to the relevant regulations can the actions be carry out.	Amend the Article according to the regulation revision
Article 10		Encouraging reporting on illegal or unethical activities The Company encourages employees to report to the Independent Directors, managers, internal audit officers, or other appropriate personnel when they suspect or discover violations of laws, regulations, or ethical codes of conduct, and assist in providing sufficient information to enable the Company to properly handle subsequent matters. The Company will handle the reporting cases confidentially and asks an independent unit to make confirmation. Anonymous reporting is allowed, and the Company will protect the safety of the whistleblowers.	Encouraging reporting on illegal or unethical activities The Company encourages employees to report to the Independent Directors, managers, internal audit officers, or other appropriate personnel when they suspect or discover violations of laws, regulations, or ethical codes of conduct, and assist in providing sufficient information to enable the Company to properly handle subsequent matters. The Company will handle the reporting cases confidentially and asks an independent unit to make confirmation. The Company will protect the safety of the whistleblowers.	Amend the Article according to the regulation revision
Article 15		The Guidelines was enacted on October 13, 2014. The first amendment was made on March 23, 2015. The second amendment was made on November 13, 2018. The third amendment was made on August 11, 2020.	The Guidelines was enacted on October 13, 2014. The first amendment was made on March 23, 2015. The second amendment was made on November 13, 2018.	Add the amendment date

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Attachment IV

APEX SCIENCE & ENGINEERING CORP.

Comparison Table for Amendments to the Method of Transfer of Repurchased Shares to Employees for the 1st Time

Articles	Content	Content	Description
	After Amendment	Before Amendment
Article 5-1	When the Company repurchase shares to transfer to employees, it may request the employees to transfer the shares after two years. Other rights and obligations of the Company and the employees can be made when necessary provided that the rights and obligations all comply with the Securities and Exchange Act and the Company Act.		Add the description according to the company operation
Article 7	Repurchase shares transferred by the Company to employees shall be at the average actual repurchase price, which is unconditionally rounded to 1 NT cent. However, in the event of an increase in the Company's issued common stock shares before the transfer, it may be adjusted proportionally to the increase in the number of shares issued. Adjustment formula for transfer price: Transfer price after adjustment = actual average repurchase price per share * (total number of common stock after completion of repurchase/total number of common stock before transfer of repurchased shares to employees)	Repurchase shares transferred by the Company to employees shall be at the average actual repurchase price, which is unconditionally rounded off to NT$1. However, in the event of an increase in the Company's issued common stock shares before the transfer, it may be adjusted proportionally to the increase in the number of shares issued. Adjustment formula for transfer price: Transfer price after adjustment = actual average repurchase price per share * (total number of common stock after completion of repurchase/total number of common stock before transfer of repurchased shares to employees)	Amend according the company operation
Article 12	The Method of Transfer was enacted on March 27, 2020. The first amendment was made on May 12, 2020. The second amendment was made on November 12, 2020. The third amendment was made on January 29, 2021.	The Method of Transfer was enacted on March 27, 2020. The first amendment was made on May 12, 2020.	Add the new provision and amendment date

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Attachment V

Financial Statements

CPA's Audit Report

Balance Sheets Statements of Comprehensive Income Statements of Changes in Stockholders' Equity Cash Flow Statement

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INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Apex Science & Enginerring Corp.

Opinion

We have audited the accompanying parent company only balance sheets of Apex Science & Enginerring Corp. as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of Apex Science & Enginerring Corp. as at December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of Apex Science & Enginerring Corp. in accordance with the Code of Professional Ethics for Certified Public Accountants in the 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 for 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 parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for Apex Science & Enginerring Corp. parent company only financial statements of the current period are stated as follows:

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Recognition of construction revenue

Description

For accounting policy on revenue recognition, accounting estimates and related details of revenue, please refer to note 4(25), 5(2) and 6(20).

The Group is primarily engaged in construction-related business, and construction revenue is recognised based on the percentage of completion during the contract period. The percentage of completion will be calculated based on the actual cost in financial period-end in proportion to estimated total contract cost. The estimated total contract costs were based on owner’s plans, considering the changes in construction scaled caused by additional or less work, and the price fluctuations in the recent market to estimate the contract work, overhead and relevant costs. As the estimate of total cost affects the stage of completion and the recognition of construction revenue, the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, thus we consider recognition of construction revenue a key audit matter.

How our audit addressed the matter:

We performed the following audit procedures on the above key audit matter:

1. Obtained an understanding and assessed the reasonableness of policies and procedures which were used to recognise construction revenue.

2. Obtained the newly added construction contract list for current fiscal year, and check whether the total contract price is equal to construction revenue, selected samples of estimated total cost which is approved by project management department in order to check whether the calculation basis adopted in the estimated total cost is the same with the calculation of percentage of completion.

3. Verified the related supporting documents of current supplementary (subtractive) construction in order to check that changes in the estimated total cost were recognised appropriately.

4. Obtained the details of current incurred cost, selected samples on current incurred cost and tracing them to related vouchers, confirmed that current input cost have been accounted for appropriately, and examined the accuracy of percentage of completion.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing Apex Science & Enginerring Corp. 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 Apex Science & Enginerring Corp. or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including Audit Committee, are responsible for overseeing Apex Science & Enginerring Corp. financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

23

Our objectives are to obtain reasonable assurance about whether the parent company only 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 ROC GAAS 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 parent company only financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the parent company only 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 Apex Science & Enginerring Corp. 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 Apex Science & Enginerring Corp. ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only 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 company to cease to continue as a going concern.

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

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Apex Science & Enginerring Corp. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the company 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.

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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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

24

adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Liao, Fu-Ming

[Chen, Ching Chang ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 25, 2021

----------------------------------------------------------------------------------------------------------------------------- -------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

25

APEX SCIENCE & ENGINERRING CORP.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 6(1) 6(20) 6(2) 7 6(2) 7 6(3) and 8 6(4) and 8 6(5) 6(6), 7 and 8 6(7) 6(8) 6(9), 7 and 8 6(10) and 8 6(27) 8	December 31, 2020 AMOUNT % $ 178,897 3 215,441 3 1,578 - 39,830 1 484,349 8 19,882 - 1,910,130 30 806,588 13 90,751 1 1,701,283 27 5,448,729 86 6,400 - 607,962 9 100,181 2 4,360 - 65,670 1 123,595 2 13,815 - 921,983 14 $ 6,370,712 100	December 31, 2019	December 31, 2019
		AMOUNT $ 178,897 215,441 1,578 39,830 484,349 19,882 1,910,130 806,588 90,751 1,701,283 5,448,729 6,400 607,962 100,181 4,360 65,670 123,595 13,815 921,983 $ 6,370,712	AMOUNT $ 103,498 418,832 4,462 - 335,818 23,512 942,777 2,312,316 349,587 1,509,695 6,000,497 10,082 514,547 90,343 - 78,199 105,388 190,737 989,296 $ 6,989,793	%
Current assets 1100 Cash and cash equivalents 1140 Current contract assets 1150 Notes receivable, net 1160 Notes receivable - related parties 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial asset at fair value through other comprehensive income-non- current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property - net 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets				1 6 - - 5 - 14 33 5 22
				86
				- 7 1 - 1 2 3
				14
				100

(Continued)

26

APEX SCIENCE & ENGINERRING CORP.

PARENT COMPANY ONLY BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and equity

December 31, 2020 December 31, 2019 Notes AMOUNT % AMOUNT % 6(11) $ 388,772 6 $ 557,006 8 6(12) 25,000 - 1,306,400 19 6(20) 97,653 2 413,726 6 2,464 - 13,461 - 285,207 5 156,373 2 7 30,278 - 58,463 1 63,269 1 51,331 1 6(27) 1,715 - - - 1,578 - - - 6(13)(14)(15) 2,402,207 38 1,054,870 15 3,298,143 52 3,611,630 52 6(14) - - 497,707 7 6(27) 14,917 - 14,516 - 2,632 - - - 895 - 633 - 18,444 - 512,856 7 3,316,587 52 4,124,486 59 6(17) 2,287,135 36 2,287,135 33 6(18) 249,009 4 234,909 3 6(19) 248,440 4 230,896 3 25,337 - 16,115 - 548,857 9 377,426 6 ( 22,686 ) - ( 25,337) - 6(17) ( 281,967 ) ( 5) ( 255,837) ( 4) 3,054,125 48 2,865,307 41 9 11

Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current tax liabilities 2280 Lease liability - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2570 Deferred tax liabilities 2580 Lease liability - non-current 2600 Other non-current liabilities 25XX Non-current liabilities 2XXX Total non-current liabilities Equity Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 3XXX Total equity Significant Contingent Liabilities and Unrecognised Contract Commitments Significant Events after the Balance Sheet Date

The accompanying notes are an integral part of these parent company only financial statements.

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APEX SCIENCE & ENGINERRING CORP. PARENT COMPANY ONLY BALANCE SHEETS (Expressed in thousands of New Taiwan dollars)

3X2X Total liabilities and equity

$

6,370,712 100 $

6,989,793 100

The accompanying notes are an integral part of these parent company only financial statements.

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APEX SCIENCE & ENGINERRING CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items

Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(20) $ 3,905,707 100 $ 4,497,293 100 6(4)(25)(26) ( 3,480,427 )( 89)( 4,158,475)( 92) 425,280 11 338,818 8 6(25)(26) ( 76,032 ) ( 2) ( 34,346) ( 1) ( 95,244 ) ( 2) ( 91,052) ( 2) ( 2,622 ) - ( 3,388) - ( 2,099 ) - - - ( 175,997 )( 4)( 128,786)( 3) 249,283 7 210,032 5 6(21) 11,737 - 3,354 - 6(22) 5,712 - 6,812 - 6(23) ( 2,487 ) - ( 2,226) - 6(24) ( 16,081 ) - ( 23,859) ( 1) 6(8) 52,286 1 43,808 1 51,167 1 27,889 - 300,450 8 237,921 5 6(27) 15,203 - ( 62,489)( 1) $ 315,653 8 $ 175,432 4 6(7) $ 1,581 - ($ 3,510) - - - ( 1,071) - 2,931 - ( 6,271) - $ 4,512 - ($ 10,852) - $ 320,165 8 $ 164,580 4 6(28) $ 1.59 $ 0.87 6(28) $ 1.57 $ 0.87

4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax benefit (expenses) 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss Items may be subsequently reclassified to profit or loss 8361 Exchange differences on translation 8300 Other comprehensive income, net 8500 Total comprehensive income for the year Basic earnings per share 9750 Basic earnings per share Diluted earnings per share 9850 Diluted earnings per share

The accompanying notes are an integral part of these parent company only financial statements.

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APEX SCIENCE & ENGINERRING CORP. PARENT CO ~~MPANY ONLY STATEMENTS OF CHANGE~~ S IN EQUITY ~~(Expressed in thousands of New Taiwan dollars)~~ Capital Reserves

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Capital Reserves Retained Earnings Other equity interest
Unrealised gains
Difference financial assets (losses) from
Notes common stock Share capital - Treasury stock transactions between the price for acquisition or carrying amount subsidiaries and disposal of Capital Surplus, subsidiaries interests in changes in ownership Capital surplus, others Legal reserve Special reserve retained earnings unappropriated (accumulated deficit) Total foreign operations differences of statements translation Financial measured at fair comprehensive value through income other Treasury stocks Total
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2019 Balance at January 1, 2019 Profit for 2019 Other comprehensive income for the year Total comprehensive income Difference between consideration and carrying amount of subsidiaries acquired or disposed Unclaimed overdue dividends transferred to capital surplus Retirement of treasury shares 6(17) Balance at December 31, 2019 2020 Balance at January 1, 2020 Profit for 2020 Other comprehensive income for the year Total comprehensive income Appropriation and distribution of 2019 retained earnings: 6(19) Legal reserve Special reserve Cash dividends The Company’s stocks held by subsidiaries deemed as treasury stocks acquiring cash dividends Changes in ownership interests in subsidiaries Purchase of treasury stocks 6(17) Disposal of investments in equity instruments designated at fair value through other comprehensive income Difference between consideration and carrying amount of subsidiaries acquired Balance at December 31, 2020	$ 2,330,045 - - - - - ( 42,910 ) $ 2,287,135 $ 2,287,135 - - - - - - - - - - - $ 2,287,135	$ 235,647 - - - - - ( 1,185 ) $ 234,462 $ 234,462 - - - - - - 12,192 - - - - $ 246,654	$ 204 - - - 67 - - $ 271 $ 271 - - - - - - - - - - 1,861 $ 2,132	$ - - - - - - - $ - $ - - - - - - - - 47 - - - $ 47	$ - - - - - 176 - $ 176 $ 176 - - - - - - - - - - - $ 176	$ 230,896 - - - - - - $ 230,896 $ 230,896 - - - 17,544 - - - - - - - $ 248,440	$ 16,115 - - - - - - $ 16,115 $ 16,115 - - - - 9,222 - - - - - - $ 25,337	$ 201,994 175,432 - 175,432 - - - $ 377,426 $ 377,426 315,653 - 315,653 ( 17,544 ) ( 9,222 ) ( 114,357 ) - ( 4,960 ) - 1,861 - $ 548,857	($ 9,415 ) - ( 6,271 ) ( 6,271 ) - - - ($ 15,686 ) ($ 15,686 ) - 2,931 2,931 - - - - - - - - ($ 12,755 )	($ 5,070 ) - ( 4,581 ) ( 4,581 ) - - - ($ 9,651 ) ($ 9,651 ) - 1,581 1,581 - - - - - - ( 1,861 ) - ($ 9,931 )	($ 299,932 ) - - - - - 44,095 ($ 255,837 ) ($ 255,837 ) - - - - - - - - ( 26,130 ) - - ($ 281,967 )	$ 2,700,484 175,432 ( 10,852 ) 164,580 67 176 - $ 2,865,307 $ 2,865,307 315,653 4,512 320,165 - - ( 114,357 ) 12,192 ( 4,913 ) ( 26,130 ) - 1,861 $ 3,054,125

The accompanying notes are an integral part of these parent company only financial statements.

30

APEX SCIENCE & ENGINERRING CORP. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation (including investment property) Depreciation on right-of-use assets Amortisation Amortisation on right-of-use assets Deferred selling expenses transferred to commissions expense Interest expense Interest income Share of profit of associates and joint ventures accounted for using equity method Expected credit impairment losses Changes in operating assets and liabilities Changes in operating assets Contract assets Notes receivable Notes receivable - related parties Accounts receivable Accounts receivable - related parties Other receivables Inventories Prepayments Other current assets Changes in operating liabilities Contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest income received Interest expenses paid Cash dividends received Income taxes paid Net cash flows from operating activities

Year ended December 31 Notes 2020 2019 $ 300,450 $ 237,921 6(9)(10)(25) 2,782 2,905 6(25) 487 - 6(25) 1,373 2,046 6(25) 70 - 28,016 - 6(24) 16,081 23,859 6(21) ( 11,737 ) ( 3,354 ) 6(8) ( 52,286 ) ( 43,808 ) 6(2) ( 2,099 ) - 203,391 8,840 2,884 ( 1,571 ) ( 39,830 ) - ( 146,432 ) ( 177,936 ) 3,630 - ( 956,618 ) ( 691,178 ) 1,597,750 3,054,893 252,561 ( 90,638 ) ( 124 ) 120,940 ( 316,073 ) 193,365 ( 10,999 ) 6,374 48,041 ( 239,097 ) ( 28,185 ) ( 16,444 ) 6,301 25,090 60,200 363 262 88 959,896 2,412,658 1,003 2,078 ( 14,147 ) ( 56,289 ) 6(8) 5,202 10,264 ( 889) ( 1,903) 951,065 2,366,808

(Continued)

31

APEX SCIENCE & ENGINERRING CORP. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment (Increase) decrease in restricted assets Other non-current assets Proceeds from disposal of financial assets at fair value through other comprehensive income Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Unclaimed overdue dividends transferred to capital surplus Proceeds from short-term borrowings Repayments of short-term borrowings Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Repayment of principal portion of lease liabilities Cash dividends paid Purchase of treasury shares Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Year ended December 31 Notes 2020 2019 6(8) ( $ 34,260 ) ( $ 410 ) 6(8) - 900 6(9) ( 91 ) ( 1,966 ) ( 38,530 ) 168,764 ( 5,401 ) ( 18,908 ) 5,264 - ( 73,018 ) 148,380 - 176 2,489,892 3,391,991 ( 2,658,126 ) ( 3,977,083 ) 6(29) ( 1,281,400 ) ( 1,897,500 ) 6(29) 788,180 - 6(29) - ( 80,000 ) ( 707 ) - 6(19) ( 114,357 ) - 6(17) ( 26,130 ) - ( 802,648 ) ( 2,562,416 ) 75,399 ( 47,228 ) 103,498 150,726 $ 178,897 $ 103,498

The accompanying notes are an integral part of these parent company only financial statements.

32

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Apex Science & Engineering Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Apex Science & Engineering Corp. and subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of 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 at December 31, 2020 and 2019, 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 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 Group’s 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:

Recognition of construction revenue

Description

For accounting policy on revenue recognition, accounting estimates and related details of revenue, please refer to note 4(26), 5(2) and 6(21).

The Group is primarily engaged in construction-related business, and construction revenue is recognised based on the percentage of completion during the contract period. The percentage of completion will be calculated based on the actual cost in financial period-end in proportion to estimated total contract cost. The estimated total contract costs were based on owner’s plans, considering the changes in construction scaled caused by additional or less work, and the price fluctuations in the recent market to estimate the contract work, overhead and relevant costs. As the estimate of total cost affects the stage of completion and the recognition of construction revenue, the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, thus we consider recognition of construction revenue a key audit matter.

How our audit addressed the matter

33

We performed the following audit procedures on the above key audit matter:

1. Obtained an understanding and assessed the reasonableness of policies and procedures which were used to recognise construction revenue.

2. Obtained the newly added construction contract list for current fiscal year, and check whether the total contract price is equal to construction revenue, selected samples of estimated total cost which is approved by project management department in order to check whether the calculation basis adopted in the estimated total cost is the same with the calculation of percentage of completion.

3. Verified the related supporting documents of current supplementary (subtractive) construction in order to check that changes in the estimated total cost were recognised appropriately.

4. Obtained the details of current incurred cost, selected samples on current incurred cost and tracing them to related vouchers, confirmed that current input cost have been accounted for appropriately, and examined the accuracy of percentage of completion.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Apex Science & Engineering Corp. as at and for the years ended December 31, 2020 and 2019.

Responsibilities of management and those charged with 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ 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 auditors’ 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 generally accepted auditing standards 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 the generally accepted auditing standards 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,

34

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.

1. 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.

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

3. 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 auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

4. 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.

5. Obtain sufficient 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.

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 of the current period 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.

Liao, Fu-Ming

[Chen, Ching Chang ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 25, 2021

----------------------------------------------------------------------------------------------------------------------------- -------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such

35

financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

36

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 6(1) 6(21) 6(2) 6(2) 6(3) and 8 6(4) and 8 6(5) 6(6) and 8 6(7) 6(8) 6(9) and 8 6(10) and 8 6(28) 8	December 31, 2020 AMOUNT % $ 209,217 3 421,497 5 1,578 - 517,658 7 3,042,963 40 879,570 12 108,012 1 1,858,425 25 7,038,920 93 6,684 - 180,021 2 117,701 2 6,224 - 65,670 1 125,121 2 15,941 - 517,362 7 $ 7,556,282 100	December 31, 2019	December 31, 2019
		AMOUNT $ 209,217 421,497 1,578 517,658 3,042,963 879,570 108,012 1,858,425 7,038,920 6,684 180,021 117,701 6,224 65,670 125,121 15,941 517,362 $ 7,556,282	AMOUNT $ 159,329 509,855 4,462 407,680 1,895,059 2,424,723 469,448 1,624,612 7,495,168 10,367 152,860 173,797 - 12,118 107,343 192,550 649,035 $ 8,144,203	%
Current assets 1100 Cash and cash equivalents 1140 Current contract assets 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current Assets Non-current assets 1517 Financial asset at fair value through other comprehensive income-non- current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property - net 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets				2 6 - 5 23 30 6 20
				92
				- 2 2 - - 1 3
				8
				100

(Continued)

37

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity

December 31, 2020 December 31, 2019 Notes AMOUNT % AMOUNT % 6(11) $ 1,041,271 14 $ 1,078,961 13 6(12) 105,000 1 1,386,400 17 6(21) 175,562 2 582,645 7 3,179 - 21,875 - 6(13) 496,067 7 364,644 5 83,874 1 71,696 1 2,255 - 4,174 - 1,578 - - - 6(14)(15)(16) 2,460,005 33 1,138,040 14 4,368,791 58 4,648,435 57 6(15) - - 497,707 6 6(16) 26,111 - - - 6(28) 14,916 - 14,516 - 4,477 - - - 895 - 632 - 46,399 - 512,855 6 4,415,190 58 5,161,290 63 6(18) 2,287,135 30 2,287,135 28 6(19) 249,009 3 234,909 3 6(20) 248,440 4 230,896 3 25,337 1 16,115 - 548,857 7 377,426 4 ( 22,686 ) - ( 25,337) - 6(18) and 8 ( 281,967 ) ( 4 ) ( 255,837) ( 3) 3,054,125 41 2,865,307 35 4(3) 86,967 1 117,606 2 3,141,092 42 2,982,913 37 9 11 $ 7,556,282 100 $ 8,144,203 100

Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Contract liabilities 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 2280 Lease liabilities-current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Lease liability - non-current 2600 Other non-current liabilities 25XX Non-current liabilities 2XXX Total non-current liabilities Equity attributable to owners of parent Share capital 3110 Common Stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 31XX Total equity attributable to owners of parent 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

The accompanying notes are an integral part of these consolidated financial statements.

38

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

Items

Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(21) and 7 $ 5,217,591 100 $ 5,623,832 100 6(4)(26)(27) ( 4,732,188 ) ( 90) ( 5,233,282) ( 93) 485,403 10 390,550 7 6(26)(27) ( 76,032 ) ( 2) ( 34,346) ( 1) ( 118,324 ) ( 2) ( 113,250) ( 2) ( 2,622 ) - ( 3,388) - 12(2) ( 2,099 ) - - - ( 199,077 ) ( 4) ( 150,984) ( 3) 286,326 6 239,566 4 6(22) 11,841 - 3,620 - 6(23) 8,532 - 14,311 - 6(24) 3,146 - ( 1,983) - 6(25) ( 25,733 ) - ( 33,460) - 6(8) 24,216 - 21,930 - 22,002 - 4,418 - 308,328 6 243,984 4 6(28) 14,127 - ( 66,698) ( 1) $ 322,455 6 $ 177,286 3

4000 Operating revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for under equity method 7000 Total non-operating revenue and expenses 7900 Profit before income tax 7950 Income tax expense (benefit) 8200 Profit for the year

(Continued)

39

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

Items	Notes 6(7) 6(29) 6(29)	Year ended December 31	Year ended December 31	Year ended December 31
		2020	2019 % AMOUNT - ($ 4,762) - ( 6,271) - ($ 11,033) 6 $ 166,253 6 $ 175,432 - 1,854 6 $ 177,286 6 $ 164,580 - 1,673 6 $ 166,253 1.59 $ 1.57 $	2019
		AMOUNT $ 1,581 2,931 $ 4,512 $ 326,967 $ 315,653 6,802 $ 322,455 $ 320,165 6,802 $ 326,967 $			%
Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation 8300 Other comprehensive income, net 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent 8620 Non-controlling interest Comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Basic earnings per share 9750 Basic earnings per share Diluted earnings per share 9850 Diluted earnings per share					- -
					-
					3
					3 -
					3
					3 -
					3
					0.87
		$		$	0.87

The accompanying notes are an integral part of these consolidated financial statements.

40

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES ~~CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Expressed in thousands of New Taiwan dollars~~ )

Equity attributable to owners of the parent

2019 Balance at January 1, 2019 Profit for the year Other comprehensive income Total comprehensive income Difference between consideration and carrying amount of subsidiaries acquired or disposed Unclaimed overdue dividends transferred to capital surplus Retirement of treasury share Changes in non-controlling interests Balance at December 31, 2019 2020 Balance at January 1, 2020 Profit for 2020 Other comprehensive income for the year Total comprehensive income Appropriation and distribution of 2019 retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary share The Company’s stocks held by subsidiaries deemed as treasury stocks acquiring cash dividends Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership and equity of subsidiaries Purchase of treasury shares Disposal of investments in equity instruments designated at fair value through other comprehensive income Decrease in non-controlling interest Balance at December 31, 2020	Notes		Share capital - common stock		Capital surplus				~~etained Earnings~~				~~Other equity~~	~~Other equity~~	~~interest~~		Treasury stocks		Total		Non-controlling interest		Total equity
							Legal reserve		Special reserve	r	Unappropriated etained earnings		Financial statements translation differences of foreign operations		~~Total Unrealised~~ gains (losses) from financial assets measured at fair value through other comprehensive income
	6(30) 6(18) 6(30) 6(20) 6(30) 6(18) 6(7) 6(30)		$ 2,330,045 - - - - - ( 42,910 ) - $ 2,287,135 $ 2,287,135 - - - - - - - - - - - - $ 2,287,135		$ 235,851 - - - 67 176 ( 1,185 ) - $ 234,909 $ 234,909 - - - - - - 12,192 1,861 47 - - - $ 249,009		$ 230,896 - - - - - - - $ 230,896 $ 230,896 - - - 17,544 - - - - - - - - $ 248,440		$ 16,115 - - - - - - - $ 16,115 $ 16,115 - - - - 9,222 - - - - - - - $ 25,337		$ 201,994 175,432 - 175,432 - - - - $ 377,426 $ 377,426 315,653 - 315,653 ( 17,544 ) ( 9,222 ) ( 114,357 ) - - ( 4,960 ) - 1,861 - $ 548,857		($ 9,415 ) - ( 6,271 ) ( 6,271 ) - - - - ($ 15,686 ) ($ 15,686 ) - 2,931 2,931 - - - - - - - - - ($ 12,755 )		($ 5,070 ) - ( 4,581 ) ( 4,581 ) - - - - ($ 9,651 ) ($ 9,651 ) - 1,581 1,581 - - - - - - - ( 1,861 ) - ($ 9,931 )		($ 299,932 ) - - - - - 44,095 - ($ 255,837 ) ($ 255,837 ) - - - - - - - - - ( 26,130 ) - - ($ 281,967 )		$ 2,700,484 175,432 ( 10,852 ) 164,580 67 176 - - $ 2,865,307 $ 2,865,307 315,653 4,512 320,165 - - ( 114,357 ) 12,192 1,861 ( 4,913 ) ( 26,130 ) - - $ 3,054,125		$ 129,077 1,854 ( 181 ) 1,673 - - - ( 13,144 ) $ 117,606 $ 117,606 6,802 - 6,802 - - - - - - - - ( 37,441 ) $ 86,967		$ 2,829,561 177,286 ( 11,033 ) 166,253 67 176 - ( 13,144 ) $ 2,982,913 $ 2,982,913 322,455 4,512 326,967 - - ( 114,357 ) 12,192 1,861 ( 4,913 ) ( 26,130 ) - ( 37,441 ) $ 3,141,092

The accompanying notes are an integral part of these consolidated financial statements.

41

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Income and expenses having no effect on cash flows Depreciation (including investment property) Depreciation on right-of-use assets Amortization expense Amortisation on right-of-use assets Interest income Deferred selling expenses transferred to commissions expense Expected credit impairment loss Interest expense Share of profit of associates and joint ventures accounted for using equity method Gain on disposal of investments Changes in assets/liabilities relating to operating activities Changes in operating assets Financial assets at fair value through profit or loss Contract assets Note receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Net changes in liabilities relating to operating activities Contract liabilities Notes payable Accounts payable Other payables NewItem Other non-current liabilities Cash inflow generated from operations Interest income received Interest expenses paid Income tax paid Net cash flows from operating activities

Year ended December 31 Notes 2020 2019 $ 308,328 $ 243,984 6(26) 4,170 4,901 6(26) 950 - 6(26) 1,713 2,389 6(26) 70 - 6(22) ( 11,841 ) ( 3,620 ) 28,016 - 12(2) 2,099 - 6(25) 25,733 33,460 6(8) ( 24,216 ) ( 21,930 ) 6(24) ( 5,477 ) - - 800 88,358 172,909 2,884 ( 1,571 ) ( 112,077 ) ( 249,798 ) ( 1,137,188 ) ( 868,927 ) 1,630,900 3,188,484 361,436 ( 87,958 ) ( 54,556 ) 153,326 ( 407,083 ) 198,609 ( 18,696 ) 5,950 50,629 ( 285,307 ) 6,516 20,888 71,461 ( 1,141 ) 263( 1,374) 812,392 2,504,074 1,125 2,343 ( 23,774 ) ( 66,046 ) ( 5,170) ( 3,341) 784,573 2,437,030

(Continued)

42

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property, plant and equipment Decrease (increase) in restricted assets Increase in other non-current assets Proceeds from disposal of financial assets at fair value through other comprehensive income Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Repayment of principal portion of lease liabilities Cash dividends paid Overdue and unclaimed dividends transferred to capital reserve Payments to acquire treasury shares Change in non-controlling interests Net cash flows used in financing activities Effect of exchange rate changes Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Year ended December 31 Notes 2020 2019 6(9) ( $ 1,626 ) ( $ 3,360 ) ( 26,378 ) 183,933 ( 5,999 ) ( 16,703 ) 5,264 - ( 28,739 ) 163,870 4,472,743 4,882,527 ( 4,510,433 ) ( 5,635,371 ) 6(31) ( 1,281,400 ) ( 1,897,500 ) 823,180 100,000 ( 45,522 ) ( 98,000 ) ( 1,189 ) - ( 102,165 ) - 47 176 6(18) ( 26,130 ) - 6(30) ( 35,063 ) ( 2,146 ) ( 705,932 ) ( 2,650,314 ) ( 14 ) 41 49,888 ( 49,373 ) 159,329 208,702 $ 209,217 $ 159,329

The accompanying notes are an integral part of these consolidated financial statements.

43

Attachment VI

APEX SCIENCE & ENGINEERING CORP.

Comparison Table of Amendments to the Articles of Incorporation

	APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendments to the Articles of Incorporation	APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendments to the Articles of Incorporation	APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendments to the Articles of Incorporation	APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendments to the Articles of Incorporation
Article	Content				Description
	After Amendment			Before Amendment
Article 2	The business items of the Company: 1 CA02050 Metal Valves Manufacturing ……(omitted) 93 ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. 94 D101060 Self-usage power generation equip renewable energy industry 95 IG03010 Energy Technical Services			m The business items of the Company: 1 CA02050 Metal Valves Manufacturing ……(omitted) 93 ZZ99999 All business items thatare not prohibited or restricted by law, except those that are subject to special approval.	Add business items according to the Company's development
		renewable energy industry Energy Technical Services
Article 26	The Articles was enacted on August 3, 1976.......(omitted) The thirty-sixth amendment was made on June 15, 2018. The thirty- seventh amendment was made on June 16, 2021.			The Articles was enacted on August 3, 1976.......(omitted) The thirty-sixth amendment was made on June 15, 2018.	Add the amendment date

44

Attachment VII

APEX SCIENCE & ENGINEERING CORP.

Comparison Table of Amendments to the Rules of Procedure for Shareholders' Meetings

Article	Content	Content	Description
	After Amendment	Before Amendment
Article 3	Unless otherwise provided by law or regulation, this Company's shareholders' meetings shall be convened by the Board of Directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for discussion, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of an annual shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of an annual shareholders' meeting or before 15 days before the date of the special shareholders' meeting. 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The cause or subject of a shareholders' meeting to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient thereof. Election or dismissal of Directors of Board or supervisors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, the approval of Directors of Board's non- compete clause, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the company, or any matter listed under Article 185, paragraph 1 of the Company Act, Article 26-1, Article 43-6 of the Securities and Exchange Act, Article 56-1, Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extempore motion. As for the reasons for the convening of the shareholders 'meeting, re-election of all directors and the date of appointment have been indicated. After the re-election at the shareholders' meeting is completed, the date of appointment shall not be changed through an extempore motion or other means at the same meeting. A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at an annual shareholders' meeting. In addition, when the circumstances of any subparagraph of Article 172- 1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. Shareholders may put forward proposals urging the Company to promote public interests or fulfill its social responsibilities.The procedure shallbein	Unless otherwise provided by law or regulation, this Company's shareholders' meetings shall be convened by the Board of Directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for discussion, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of an annual shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of an annual shareholders' meeting or before 15 days before the date of the special shareholders' meeting. 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The cause or subject of a shareholders' meeting to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient thereof. Election or dismissal of Directors of Board or supervisors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, the approval of Directors of Board's non- compete clause, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the company, or any matter listed under Article 185, paragraph 1 of the Company Act, Article 26-1, Article 43-6 of the Securities and Exchange Act, Article 56-1, Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extempore motion. The content may be dislocsed on the website designated by the Company or the competent authority, and the link shall be listed on the notice. As for the reasons for the convening of the shareholders 'meeting, re-election of all directors and the date of appointment have been indicated. After the re-election at the shareholders' meeting is completed, the date of appointment shall not be changed through an extempore motion or other means at the same meeting. A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at an annual shareholders' meeting. However, a shareholder proposal proposed for urging the company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board ofdirectors.Inaddition,	Amend the Article according to the regulation revision

45

	accordance with the relevant provisions of Article 172-1 of the Company Act, and any proposal exceeding one item shall not be included in the motion. Prior to the ex-dividend date before an annual shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, in written or electronic form, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Proposals submitted by shareholders are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual shareholders' meeting and take part in the discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the Board of Directors shall explain the reasons for the exclusion of any shareholder proposals not included in the agenda.	when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. Prior to the ex-dividend date before an annual shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, in written or electronic form, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Proposals submitted by shareholders are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual shareholders' meeting and take part in the discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the Board of Directors shall explain the reasons for the exclusion of any shareholder proposals not included in the agenda.
Article 9	The participation and voting by shareholders shall be duly calculated based on the number of shares they hold. The calculation of the number of shares present shall be based on the attendance register or sign-in cards submitted by the shareholders and those shares whose votes are exercised by mail or electronically via the internet. The chairperson shall call the meeting to order at the time scheduled for the meeting, as well as announce information, such as the number of shares without voting right and shares present. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is still attended by shareholders representing less than one-third of the total issued shares after two postponements, the chairperson may announce that the meeting should be canceled. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be passed in accordance with item 1, Article 175 of the Company Act. The tentative resolution shall inform the shareholders to convene a shareholders' meeting in one month. In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chairperson may bring the tentative resolution(s) so adopted into the shareholder meeting anew to be duly resolved in accordance with Article 174 of the CompanyAct.	The participation and voting by shareholders shall be duly calculated based on the number of shares they hold. The calculation of the number of shares present shall be based on the attendance register or sign-in cards submitted by the shareholders and those shares whose votes are exercised by mail or electronically via the internet. The chairperson shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is still attended by shareholders representing less than one-third of the total issued shares after two postponements, the chairperson may announce that the meeting should be canceled. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be passed in accordance with item 1, Article 175 of the Company Act. The tentative resolution shall inform the shareholders to convene a shareholders' meeting in one month. In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chairperson may bring the tentative resolution(s) so adopted into the shareholder meeting anew to be duly resolved in accordance with Article 174 of the Company Act.	Amend the Article according to the regulation revision

46

Attachment VIII

APEX SCIENCE & ENGINEERING CORP.

Comparison Table of Amendments to the Rules for Elections of Directors

Article	Content	Content	Description
	After Amendment	Before Amendment
Article 1	To ensure a just, fair, and open election of	To ensure a just, fair, and open election of directors, the Procedure is formulated pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.	Amend the Article according to the regulation revision
	directors, the Rules are formulated pursuant to
	Articles 21 and 41 of the Corporate Governance
	Best-Practice Principles for TWSE/GTSM Listed
	Companies.
Article 6	Elections of Company's Directors of Board shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. In the event that a Director of Board is terminated from his position that caused the Board of Directors to be less than five persons, the Board of Directors shall fill the vacant board seat during the next shareholders' meeting. In the event that the director vacancy reaches one-third of the Board as stipulated in the Articles of Incorporation, the Company shall convene a special Shareholders’ Meeting to hold a by-election within 60 days from the date of occurrence of the event. When the number of Independent Directors falls below that required under the provision of Paragraph 1 of Article 14-2 of the Securities and Exchange Act, a by-election shall be held at the next shareholders' meeting to fill the vacancy. When the Independent Directors are dismissed, a special shareholders’ meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.	Pursuant to Article 192-1 of the Company Act, the candidate nomination system shall be adopted in the Independent Director election. The Company reviews in advance the qualifications, education and experience as well as the existence of any other matters set forth in Article 30 of the Company Act with respect to the Director candidates recommended by shareholders or Directors. In addition, the Company may not arbitrarily add requirements for documentation of other qualifications, and shall provide shareholders with the results of review for their reference, so as to elect qualified Directors. In the event that a Director of Board is terminated from his position that caused the Board of Directors to be less than five persons, the Board of Directors shall fill the vacant board seat during the next shareholders' meeting. In the event that the director vacancy reaches one-third of the Board as stipulated in the Articles of Incorporation, the Company shall convene a special Shareholders’ Meeting to hold a by- election within 60 days from the date of occurrence of the event. When the number of independent directors falls below that required under the provision of Article 14-2, paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1 of the Taipei Exchange Market Rules Governing the Review of Securities for Trading on the TPEx, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders' meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.	Amend the Article according to the regulation revision
Article 10	Before the beginning of the election, the chairperson shall designate a number of shareholders to supervise the casting of the ballots and count the ballots, each of which shall then respectively perform their relevant functions accordingly. The ballot boxes shall be prepared by the Company and publicly checked by the vote monitoring personnel before voting commences.	Before the beginning of the election, the chairperson shall designate a number of shareholders to supervise the casting of the ballots and count the ballots, each of which shall then respectively perform their relevant functions accordingly. The ballot boxes shall be prepared by the Company and publicly checked by the vote monitoring personnel before voting commences.	Amend the article according to the company operation
Article 11	Deleted.	In the event that the candidate is a shareholder of the Company, the voters voting for such candidate	Amend the Article according to the regulation revision
		shall fill in in the"candidate"column on the ballot
		such candidate's account name and shareholder account number. In the event that the candidate is not a shareholder of the Company, the voters voting for such candidate shall fill in in the "candidate"column on the ballot such candidate's name and ID number. In the event that the candidate is a government or a corporate

47

		shareholder, the voters voting for such candidate shall fill in the"candidate"column on the ballot with the name of such government or corporate shareholder, or the name of such government or corporate shareholder together with the name of such government's or corporate shareholder's representative; when there are multiple representatives, the names of all representatives shall be listed.
Article 12	A ballot is deemed void if any of the following circumstances occurs: I. The ballot was not prepared by the convener. II. Any blank ballot. III. Any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections. IV. Where the name of a candidate entered into the ballot is found not included in the director candidate list. V. A ballot with other words or marks are entered in addition to the number of voting rights allocated.	A ballot is deemed void if any of the following circumstances occurs: 1. A ballot that is not prepared by the board of directors. II. Any blank ballot. III. Any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections. IV. Where the candidate voted for is a shareholder of the Company, such candidate's account name and shareholder account number filled in in the ballot is inconsistent with that on the shareholder registry. Where the candidate voted for is not a shareholder of the Company, such candidate's name or ID number is verified to be incorrect. V. Any ballot with characters other than the candidate's account name (name) or shareholder account number (ID number) and the allocated number of voting rights. VI. Any ballot without the candidate's account name (name) or shareholder account number (ID number). VII. Any ballot that is cast with the names of two or more candidates.	Amend the Article according to the regulation revision
Article 15	Implementation and Revision: I. Matters not specified in the Rules shall be governed by the Company Act, the Company's Articles of Incorporation and any other relevant laws and regulations. The Rules shall become effective from the date they are approved at the Meeting. The same applies in case of revision. III. The Rules was enacted on April 3, 1994. IV. The first amendment was made and approved by the Shareholders' Meeting on May 7, 1996. V. The second amendment was made and approved by the Shareholders' Meeting on June 9, 2000. VI. The third amendment was made and approved by the Shareholders' Meeting on June 25, 2002. VII. The fourth amendment was made and approved by the Shareholders' Meeting on June 15, 2004. VIII. The fifth amendment was made and approved by the Shareholders' Meeting on June 14, 2006. IX. The sixth amendment was made and approved by the Shareholders' Meeting on June 18, 2014. X. The seventh amendment was made and approved by the Shareholders' Meeting on June 11, 2015. XI. The eighth amendment was made and approved by the Shareholders' Meeting on June 15, 2018. XII. The ninth amendment was made and approved by the Shareholders'Meeting on June 16, 2021.	Supplementary Provisions: I. Matters not specified in the Rules shall be governed by the Company Act, the Company's Articles of Incorporation and any other relevant laws and regulations. The Rules shall become effective from the date they are approved at the Meeting. The same applies in case of revision. III. The Rules was enacted on April 3, 1994. IV. The first amendment was made and approved by the Shareholders' Meeting on May 7, 1996. V. The second amendment was made and approved by the Shareholders' Meeting on June 9, 2000. VI. The third amendment was made and approved by the Shareholders' Meeting on June 25, 2002. VII. The fourth amendment was made and approved by the Shareholders' Meeting on June 15, 2004. VIII. The fifth amendment was made and approved by the Shareholders' Meeting on June 14, 2006. IX. The sixth amendment was made and approved by the Shareholders' Meeting on June 18, 2014. X. The seventh amendment was made and approved by the Shareholders' Meeting on June 11, 2015. XI. The eighth amendment was made and approved by the Shareholders' Meeting on June 15, 2018.	Add the amendment date

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Attachment IX

Restrictions on Non-Compete Clause of Directors of Board (Including Independent Director)

Category	Name		Release of Non-compete Clause
Independent Director	CHANG,PAO- TSAI		President, Premier International
			President, CHEER ELEGANT CORP.
			President, 360d Talent Group Company
			Independent Director, PLANET Technology Corporation
Independent Director	HSIAO,SHENG- HSIEN		Partner CPA & Director, FORMOSA & CO., CPAS
			Senior consultant, Myriad Attorneys-at-law
			Independent Director, Formosan Rubber Group Inc.
Independent Director	WU,NAI-HUA		President, Instant Technology
			Independent Director, Holy stone Enterprise Co., Ltd.
Director of Board	KUO,KUO- HUA		President, REX-STONE INTERNATIONAL CO., LTD.
			President, Kai Da Development Company
			Vice President, Zhejiang Guyue Longshan Electronic Technology Development Co., Ltd.
			Representative of Director, REINFORCE ENERGY CORP.
Director of Board	CHOU,HIS- YANG		President, EVER-TRUST Management Consulting Co.
Director of Board	LU,FANG- YUAN		Director of Board, CHANG JI CONSTRUCTION CO., LTD.

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Appendix I

APEX SCIENCE & ENGINEERING CORP. Articles of Incorporation Chapter I General Principles

Article 1: The Company is incorporated as a company limited by shares under the Company Act, and its name is APEX SCIENCE & ENGINEERING CORP.

Article 2: The business to be operated by the Company is as follows:

• 1 CA02050 Metal Valves Manufacturing

• 2 CA02060 Metal Containers Manufacturing

• 3 CB01010 Mechanical Equipment Manufacturing

• 4 CB01030 Pollution Controlling Equipment Manufacturing 5 CB01990 Other Machinery Manufacturing Not Elsewhere Classified 6 CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery 7 CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing 8 CC01040 Lighting Equipment Manufacturing 9 CC01050 Data Storage Media Units Manufacturing

• 10 CC01080 Electronics Components Manufacturing 11 CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing

• 12 CC01110 Computer and Peripheral Equipment Manufacturing 13 CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing 14 CD01020 Tramway Cars Manufacturing 15 CE01010 General Instrument Manufacturing 16 CQ01010 Die Manufacturing 17 CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified 18 E103101 Environmental protection works Specialized Construction Enterprises 19 E501011 Tap Water Pipelines Contractors 20 E502010 Fuel Catheter Installation Engineering 21 E599010 Pipe Lines Construction 22 E601010 Electric Appliance Construction 23 E601020 Electric Appliance Installation

• 24 E602011 Refrigeration and Air Conditioning Engineering 25 E603010 Cable Installation Engineering 26 E603040 Fire Fighting Equipments Construction 27 E603050 Automatic Control Equipment Engineering 28 E603080 Traffic Signs Installation Engineering 29 E603090 Lighting Equipments Construction 30 E603100 Electric Welding Engineering 31 E603130 Gas Water Heater Contractors 32 E604010 Machinery Installation 33 E605010 Computer Equipment Installation 34 E701010 Telecommunications Construction 35 E801010 Indoor Decoration

• 36 E801020 Doors and Windows Installation Engineering

50

37	E801030	Indoor Light-gauge Steel Frame Engineering
38	E801040	Glass Construction
39	E801070	Kitchen and Bath Facilities Construction
40	E901010	Painting Engineering
41	E903010	Anti-Corrosion and Anti-Rust Engineering
42	EZ03010	Furnace Installation
43	EZ05010	Apparatus Installation Construction
44	EZ15010	Warming and Cooling Maintenance Construction
45	EZ99990	Other Engineering
46	F105050	Wholesale of Furniture, Bedding Kitchen Utensils and Fixtures
47	F106010	Wholesale of Hardware
48	F106030	Wholesale of Die
49	F106040	Wholesale of Plumbing Materials
50	F106050	Wholesale of Pottery, Porcelain and Glassware
51	F111090	Wholesale of Building Materials
52	F113020	Wholesale of Household Appliance
53	F113030	Wholesale of Precision Instruments
54	F113070	Wholesale of Telecom Instruments
55	F115020	Wholesale of Ores
56	F118010	Wholesale of Computer Software
57	F119010	Wholesale of Electronic Materials
58	F120010	Wholesale of Refractory Materials
59	F205040	Retail Sale of Furniture, Bedding Kitchen Utensils and Fixtures
60	F206010	Retail Sale of Ironware
61	F206030	Retail Sale of Molds
62	F206040	Retail Sale of Plumbing Materials
63	F211010	Retail Sale of Building Materials
64	F213010	Retail Sale of Household Appliance
65	F213040	Retail Sale of Precision Instruments
66	F213060	Retail Sale of Telecommunication Apparatus
67	F215020	Retail Sale of Mineral
68	F218010	Retail Sale of Computer Software
69	F219010	Retail Sale of Electronic Materials
70	F220010	Retail Sale of Refractory Materials
71	F399990	Retail sale of Other Integrated
72	F401010	International Trade
73	F401021	Restrained Telecom Radio Frequency Equipments and Materials Import
74	H701010	Housing and Building Development and Rental
75	H701040	Specific Area Development
76	H701060	New Towns, New Community Development
77	I103060	Management Consulting
78	I301010	Software Design Services
79	I501010	Product Designing
80	I503010	Landscape and Interior Designing

51

• 81 F301010 Department Stores 82 F301020 Supermarkets 83 F399010 Convenient Stores 84 F501050 Public Houses and Beer Halls 85 F501060 Restaurants 86 G202010 Parking area Operators 87 J701010 Electronic Game Arcades

• 88 J701020 Amusement Parks 89 J801030 Athletics and Recreational Sports Stadium 90 JA01990 Other Automobile Services 91 JB01010 Conference and Exhibition Services 92 JZ99080 Beauty and Hairdressing Services All business items that are not prohibited or restricted by law, except those that are

• 93 ZZ99999 subject to special approval.

• Article 3: The Company shall have its head office in New Taipei City, Taiwan, R.O.C., and may establish or close branches or representative offices at proper locations domestically and abroad according to business needs and resolved by the Board of Directors.

• Article 4: The Company may provide endorsement

Chapter II Shares

• Article 5: The total capital amount of the Company is NT$3.5 billion, which is divided into 350 million shares with a par value of NT$10, which will be issued in installments by the Board of Directors.

• Article 6: The total amount of the Company's reinvestment may exceed 40% of the total paid-in capital.

• Article 7: The share certificates hereof shall be name-bearing certificates, duly signed by or affixed with seals by at least three Directors of Board, and duly authenticated by the competent authority or the issuance registry institution accredited by the competent authority before issuance. The Company may issue shares without certificates, and such shares shall be registered with a central securities depository.

• Article 7-1: If the Company's shares are delivered to the Taiwan Depository and Clearing Corporation (TDCC) to be placed under centralized custody, the Company shall make a request to TDCC to consolidate these shares and re-issue high-denomination securities.

• Article 8: The seal of the shareholders shall be kept by the Company. For receiving bonuses or dividends, or contact with the Company in written form, the seal shall be used. The same applies to changes.

• The Company shall take charge of stock affairs in accordance with the Company Law, "Regulations Governing Stock Affairs of Public Companies" and relevant laws and regulations.

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• Article 10: When necessary, the Company, after receiving the approval of the Board of Directors, may assign the stock affairs to a stock affair agency authorized by the competent authority. When the Company's stock affair is delegated to an agency, shareholders shall seek the stock agency's assistance when dealing with the stock affairs.

• Article 11: Registration for the transfer of shares shall be completed sixty (60) days before the date of each annual meeting, thirty (30) days before the date of each special meeting, or five (5) days before the date on which dividends, bonus, or any other distributions will be paid or made by the Company.

Chapter III Shareholders' Meeting

• Article 12: Shareholders’ meetings shall be of two kinds, annual meeting of shareholders and special meeting of shareholders. The annual meeting of shareholders shall be convened by the Board of Directors within six months after the close of each fiscal year, and a notice to convene an annual meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date; the special meeting of shareholders shall be convened as regulated when necessary, and a notice to convene a special meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The shareholders’ meeting shall be chaired by the President. When the President is absent, the President shall designate one director as his representative. If no representative is designated, the directors shall elect one director to act as chairperson. When a meeting is convened by any other person having convening right, the chairperson shall be the convener. If the conveners have one or more persons, the chairperson shall be elected among themselves.

• Article 13: Except in the circumstances set forth in Article 179 of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession.

• Article 13-1: The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The delivery of the meeting minutes may be conducted via announcement. Minutes of the meeting shall include the date and place of the meeting, the name of the chairperson at the meeting, the method for adopting the resolutions, and summary and results of the proceedings. Minutes of the meetings, the register, and the proxy letter shall be kept for as long as the Company is in existence.

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Chapter IV Directors of Board and Audit Committee

• Article 14: The Company set seven Directors of Board serving a three-year term of office. The Directors of Board shall be elected from candidates with disposing capacity by the shareholders' meeting, and the directors may be re-elected. There shall be at least two independent directors among the number of directors to be elected referred to in the preceding paragraph, and the independent directors shall represent at least one-fifth of the Board. Directors of the Company shall be elected through the candidate nomination system and the nomination method shall be implemented in accordance with Article 1921 of the Company Act. The restrictions on professional qualifications, share ownership, concurrent positions held, the manner of nomination, the election of the independent directors, and other related matters shall comply with applicable laws and regulations prescribed by the competent authority. The election of independent directors and nonindependent directors shall be held concurrently, provided that the number of independent directors and non-independent directors elected are calculated separately. The total number of shares held by all directors shall be processed in accordance with the relevant laws and regulations of the authority in charge of securities affairs. Remuneration of directors shall be determined by the Board of Directors with authorization and may be paid at such level as generally adopted by the enterprises of the same industry.

• Article 14-1: The Company may purchase liability insurance for the directors during their tenures, which shall cover the directors' liabilities arising from the performance of their duties.

• Article 15: President shall be elected from the Directors of Board, and represent the Company externally.

• Article 16: Directors organizes the Board of Directors to determine all the business strategies and important matters of the Company.

• Convene a Shareholders' Meeting and make resolutions

• Review the business strategies of the Company

• Review the important provisions of the Company

• Review the Company's budget plan and business report

• Draft profit distribution and capital increase/decrease

• Appointment or discharge of managers of the Company

• Purchase, sale, split, exchange, property rights settings and all other disposals of immovable properties.

• Other powers and duties conferred by the regulations or by the shareholders at the shareholders' meeting.

• Article 17: Directors shall personally attend board meetings. However, if a Director is unable to attend a board meeting, he/she may appoint another Director to serve as proxy to attend the meeting by submitting a proxy form specifying the scope of delegation. However, a Director may only serve as a proxy for one other Director. Except for Directors who live abroad, he/she may regularly appoint Directors who live domestically to attend the Board

54

meeting. If participation by means of video conferencing is made available at a meeting, directors who participate in the meeting by such means shall be deemed to have attended such meeting in person. The notices to the Board of Directors meeting may be served in writing or by means of facsimile or e-mail.

• Article 18: The Company may establish various functional committees, each of which shall establish rules and regulations for exercising their powers, and shall be implemented after being approved at the Board meeting.

• Pursuant to the regulations, the Company sets up an Audit Committee composed of all independent directors, which shall exercise the functions and powers of supervisors, according to the Company Act, the Securities and Exchange Act, and other regulations. Supervisors are dismissed on the day the Audit Committee is founded.

• The number of Audit Committee members, their terms, duties, meeting rules and the resources to be provided when exercising their duties shall be regulated by the Charter of the Audit Committee.

Article 19: Deleted

Chapter V Managers

• Article 20: The Company shall have one General Manager and a few Vice General Managers. The General Manager shall be responsible for managing all business operation of the Company by adhering to the resolved strategies by the Board of Directors, with the assistance of the vice presidents.

Chapter VI Accounting

Article 21: The fiscal year of the Company starts on January 1 and ends on December 31 every year. Article 22: After the end of each fiscal year, the Board of Directors shall prepare the reports provided and submit such reports to the annual general meeting for ratification.

• (1) Business Report

• (2) Financial Statements

• (3) Earnings Distribution and Loss Coverage

• Article 23: If the Company has earnings, it shall set aside83% of the balance as remuneration to the employees and no greater than 2% of the balance as remuneration to directors. When there are accumulated losses (including adjustment on non-distributed earnings) , the Company shall offset the appropriate amounts before remuneration.

• The above remuneration to the employees may be allotted in cash or stock, eligible personnel includes employees at subsidiaries that meet the requirement. The above remuneration to the directors shall be paid in cash.

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The preceding two paragraphs shall be determined by the resolution by the Board of Directors and reported to the Shareholders' Meeting.

• Article 23-1: In case there are profits after tax at the closing account of the current year, the Company shall first make up the accumulated deficit (including adjustment on non-distributed earnings) and retain 10% as a legal reserve in accordance with the law; However, when the the legal reserve exceeds the registered capital of the Company, such restrictions shall not apply. In accordance with law or the competent authority, the Company appropriates or reverses special reserves. The remaining surplus, together with the opening retained surplus (including adjustment of the retained surplus amount), shall be proposed by the Board of Directors with a surplus distribution proposal, and the shareholders’ meeting shall propose the resolution of appropriation of the dividends of the shareholders.

• The Company is in the growing stage of the product life cycle. In order to coordinate the Company's long-term capital plans for sustainable management and stable growth, the dividend policy adopts the residual dividend policy. According to the Company's budget plan, cash dividend shall first be reserved. If there is a remaining balance, a cash dividend shall be distributed. If the cash dividend can be distributed in the year, it shall not be lower than 5% of the total dividend amount.

Chapter VII Supplementary Provisions

• Article 24: The organizational charter and by-laws of the Company shall be separately adopted by the Board of Directors.

• Article 25: Any matters inadequately provided for herein shall be subject to provisions concerned set forth in the Company Law and relevant laws and regulations.

• Article 26: The Articles of Incorporation was enacted on August 3, 1976. The first amendment was made on June 28, 1977. The second amendment was made on February 27, 1978. The third amendment was made on September 2, 1980. The fourth amendment was made on November 30, 1982. The fifth amendment was made on July 23, 1984. The sixth amendment was made on February 27, 1985. The seventh amendment was made on June 18, 1986. The eighth amendment was made on March 16, 1986. The ninth amendment was made on December 24, 1988. The tenth amendment was made on June 10, 1989. The eleventh amendment was made on December 12, 1989. The twelfth amendment was made on September 6, 1990. The thirteenth amendment was made on June 25, 1991. The fourteenth amendment was made on July 26, 1991. The fifteenth amendment was made on May 25, 1992. The sixteenth amendment was made on November 8, 1992. The seventeenth amendment was made on April 23, 1994. The eighteenth amendment was made on March 29, 1995. The nineteenth amendment was made on May 7, 1996. The twentieth amendment was made on April 19, 1997. The Twenty-first amendment was made on June 9, 2000. The twenty-second amendment was made on June 20, 2001. The twenty-third amendment was made on June 25, 2002. The twenty-fourth amendment was

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made on June 15, 2004. The twenty-fifth amendment was made on June 14, 2005. The twenty-sixth amendment was made on June 14, 2006. The twenty-seventh amendment was made on June 15, 2007. The twenty-eighth amendment was made on June 13, 2008. The twenty-ninth amendment was made on June 16, 2009. The thirtieth amendment was made on June 17, 2010. The thirty-first amendment was made on June 17, 2011. The thirty-second amendment was made on June 21, 2012. The thirty-third amendment was made on June 18, 2014. The thirty-fourth amendment was made on June 15, 2016. The thirty-fifth amendment was made on June 16, 2017.

The thirty-sixth amendment was made on June 15, 2018.

APEX SCIENCE & ENGINEERING CORP.

President: KUO,KUO-HUA

==> picture [45 x 46] intentionally omitted <==

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Appendix II

APEX SCIENCE & ENGINEERING CORP.

Rules and Procedures of the Shareholders' Meeting

• Article 1 To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meetings and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

• Article 2 Unless otherwise provided for in relevant laws and regulations, the Shareholders' Meeting shall comply with the Rules specified herein.

• Article 3 Unless otherwise provided by law or regulation, the Company's shareholders' meetings shall be convened by the Board of Directors.

• The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for discussion, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of an annual shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of an annual shareholders' meeting or before 15 days before the date of the special shareholders' meeting. 15 days before the date of the shareholders' meeting, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time.

• The cause or subject of a shareholders' meeting to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient thereof.

Election or dismissal of Directors of Board or supervisors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, the approval of Directors of Board's non-compete clause, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the company, or any matter listed under Article 185, paragraph 1 of the Company Act, Article 26-1, Article 43-6 of the Securities and Exchange Act, Article 56-1, Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extempore motion. The content may be dislocsed on the website

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designated by the Company or the competent authority, and the link shall be listed on the notice.

As for the reasons for the convening of the shareholders 'meeting, re-election of all directors and the date of appointment have been indicated. After the re-election at the shareholders' meeting is completed, the date of appointment shall not be changed through an extempore motion or other means at the same meeting.

A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at an annual shareholders' meeting. However, a shareholder proposal proposed for urging the company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

Prior to the ex-dividend date before an annual shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, in written or electronic form, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Proposals submitted by shareholders are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual shareholders' meeting and take part in the discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the Board of Directors shall explain the reasons for the exclusion of any shareholder proposals not included in the agenda.

Article 4 For each event of a shareholder meeting, a shareholder may issue a proxy in the form printed by the Company to expressly stipulate the scope of authorized powers to authorize representative(s) to attend a shareholder meeting on his or her behalf.

A shareholder shall issue one proxy and entrust one proxy only, and shall deliver the proxy to the Company five days before the shareholders' meeting; if more than one proxy is delivered, the earliest one received by the Company shall prevail. However, a statement to revoke an earlier proxy is not subject to the aforementioned rule.

Where a shareholder intends to personally attend the shareholders’ meeting or exercised voting rights by correspondence or electronic means after delivering a letter of attorney to the Company, the shareholder shall provide, two (2) days before the date of the shareholders’ meeting, a printed notification to the Company for rescinding said letter of attorney. Where the period for rescinding the letter of attorney has expired, the voting right exercised by the commissioned agent attending the meeting shall prevail.

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Article 5 The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting

• Article 2 The Company shall, in the notice of the shareholders' meeting, specify the time and place for shareholder registration, and other important matters.

• Registration for shareholders referred to in the preceding paragraph shall begin at least thirty minutes before the meeting. There shall be clear signs and sufficient and adequate staff at the registration desk.

• The shareholders themselves or proxies entrusted by them (hereinafter referred to as shareholders) shall attend the shareholders' meeting with the attendance card, attendance sign-in card, or other certificates. The Company shall not arbitrarily add requirements for provision of other certificates in addition to said documents. The proxy solicitors shall come with an ID certificate for verification.

The Company shall provide an attendance register for shareholders to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the register. The Company shall deliver the handbook, annual report, attendance card, speaker's slip, votes, and other meeting materials to each shareholder attending the shareholders' meeting; if there are directors to be elected, ballots shall also be provided.

• When a government or a juridical person is a shareholder, it may have more than one representative to attend the shareholders' meeting. In the event that a juristic (corporate) person is entrusted to participate in a shareholder meeting, that juristic (corporate) person may appoint only one representative to participate in the meeting.

• If a shareholders' meeting is convened by the Board of Directors of the Company (the "Board" or "Board of Directors"), the President of the Board shall preside at such meeting. If the President of the Board is on leave or unable to exercise his powers and duties for any reason, the Vice President of the Board shall preside at such meeting. The President of the Board shall designate a managing director to preside as the chairperson if a Vice President is not appointed, or if the Vice President of the Board is on leave or unable to exercise his powers and duties for any reason. If no managing director of the Company is appointed, the President of the Board shall designate a director to preside as the chairperson. If the President of the Board fails to designate a chairperson for the meeting, the managing director or the directors shall nominate one from among themselves to preside at the meeting.

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A managing director or a director who is designated as the chairperson for the meeting pursuant to the preceding paragraph shall have held office for at least six months and be familiar with the financial and business condition of the Company. The same requirements shall apply if the chairperson for the meeting is a director representative of a juristic person.

For a Shareholders’ Meeting convened by the Board of Directors, it is advised that the President chairs the meeting, that a majority of Directors (including at least one Independent Director) attend the meeting in person, and that at least one member of all functional committees attends the meeting as a representative. Attendance details shall be recorded in the minutes of the Shareholders’ Meeting.

In case of two or more conveners, one of them shall be elected from among themselves to chair the meeting.

The Company may appoint the retained Attorney(s)-at-Law, Certified Public Accountant(s) or relevant personnel to participate in a shareholder meeting as an observer.

Article 8 CSCC shall make uninterrupted audio and video recording starting from the attendance registrations, the proceedings of the Shareholders' Meeting, the voting, and to votecounting procedures.

The aforementioned audio and video recordings shall be kept for at least one (1) year. In the event a lawsuit regarding the Directors election under Article 189 of the Company Law, those ballots shall be archived until the conclusion of the lawsuit.

• Article 9 The participation and voting by shareholders shall be duly calculated based on the number of shares they hold. The calculation of the number of shares present shall be based on the attendance register or sign-in cards submitted by the shareholders and those shares whose votes are exercised by mail or electronically via the internet.

The chairperson shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is still attended by shareholders representing less than one-third of the total issued shares after two postponements, the chairperson may announce that the meeting should be canceled.

In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be passed in accordance with item 1, Article 175 of the Company Act. The tentative resolution shall inform the shareholders to convene a shareholders' meeting in one month.

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In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chairperson may bring the tentative resolution(s) so adopted into the shareholder meeting anew to be duly resolved in accordance with Article 174 of the Company Act.

• Article 10 In the event that the shareholders; meeting is convened by the Board of Directors, the agenda shall be made by the Board of Directors. The shareholders' meeting shall be duly convened based on the arranged agenda, which shall not be changed unless duly resolved by the shareholders' meeting.

• The preceding paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting. The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda stated in the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders' meeting. If the chairperson declares the meeting adjourned in violation of the rules and procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chairperson in accordance with the statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; where the chairperson believes an issue has been discussed in the meeting up to the level for voting, the chairperson may announce discontinuance of the discussion process and bring that issue to a vote, and arrange a sufficient voting time.

• Article 11 An attending shareholder shall issue and submit a floor note before speaking at the shareholder meeting. The floor note shall expressly describe the subject of his or her opinions and his or her shareholder account number (or the code of the participation certificate) so that the chairperson may fix the order of speaking.

• An attending shareholder who submits a slip of paper but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of the shareholder's speech and those recorded on the slip, the contents of the shareholder's speech shall prevail.

• On the same issue, each shareholder shall not take the floor more than twice and a shareholder shall not speak more than five minutes for each round unless agreed upon by the chairperson. If a shareholder violates the regulation or the speech is not covered in the topic, the chairperson may suspend the shareholder's right of speech.

• When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairperson and such speaking shareholder; the chairperson shall stop any such violations.

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In the event that a juristic (corporate) person shareholder appoints two or more representatives to participate in a shareholder meeting, only one representative may speak for the same issue.

After a shareholder speaks on the floor; the chairperson may answer either by himself or herself or through a designee.

The participation and voting by shareholders shall be duly calculated based on the number of shares they hold.

With respect to the resolutions of a shareholders' meeting, the number of shares held by a shareholder without voting rights shall not be counted toward the total number of issued shares.

When a shareholder is an interested party in relation to an item on the agenda, and there is the likelihood that such a relationship would prejudice the interests of the Company, such a shareholder shall not vote on that item, and shall not exercise voting rights as a proxy for any other shareholder.

Under the preceding paragraph, the number of shares which voting rights cannot be exercised shall not be counted as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agency approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the counting.

Article 13 A shareholder shall have one voting power in respect of each share; however, this limit is not applicable to those who are restricted, or who do not have the right to vote under Paragraph 2, Article 179 of the Company Act.

When the Company convenes a shareholders' meeting, shareholders may exercise their voting power in writing or by way of electronic transmission; the method of exercising their voting power shall be described in the shareholders' meeting notice. A shareholder who exercises his/her voting power at a shareholders' meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders' meeting in person. However, the shareholder shall be regarded to have abstained for extempore motions or for revision of the original proposals. Thus, it is advised that the Company shall avoid proposing extempore motions or revising the original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic transmission under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, when a declaration is made to cancel an earlier declaration of intent is not subject to the limits.

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After the shareholders exercise their voting rights in writing or electronic means, if they want to attend the shareholders' meeting in person, they shall cancel the intent of exercising voting rights in the preceding paragraph in the same manner as exercising the voting rights two days before the shareholders' meeting; if it is canceled after the time limit, voting rights exercised in writing or via electronic means shall prevail. If the voting rights are exercised in writing or via electronic means and a proxy is entrusted to attend the shareholders' meeting by a power of attorney, the voting rights exercised by the attending entrusted proxy shall prevail.

Unless otherwise provided for in the Company Act and the Company's Articles of Incorporation, decisions at the shareholders' meeting shall be resolved by a majority vote of the shareholders attending the meeting. The shareholders shall vote for a resolution. On the same of the shareholders' meeting, the result of the resolution shall be disclosed at MOPS.

In the event that an amendment or a substitute comes out of the same issue, the chairperson shall fix the order of balloting in consolidation with the original issue. When one among them is duly resolved, other issue(s) is (are) deemed to have been vetoed and no voting process is required.

The person(s) supervising the casting of the ballots and the person(s) counting the ballots are designated by the chairperson, provided that the person(s) supervising the casting of the ballots shall be a shareholder.

The election procedure for the proposals at a shareholders' meeting shall be processing publicly in shareholders' meetings and the results including statistical weights shall be reported on the spot and shall be recorded into the minutes of the meeting.

• Article 14 When there is a Director election in the shareholders' meeting, the election shall be conducted in accordance with the applicable election and appointment rules of the Company. The results of the election shall be announced immediately on-site, including the names of the elected Directors and the numbers of voting rights received.

• The ballots shall be sealed and signed off by the ballot inspectors and be kept for at least a year. In the event a lawsuit regarding the Directors election under Article 189 of the Company Law, those ballots shall be archived until the conclusion of the lawsuit.

• The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

• Th Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

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The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results. If there is a director election, the number of ballots received by each candidate shall be disclosed. The records shall be kept for the duration of the existence of the Company.

• Article 16 The number of shares acquired by the solicitor and the number of shares represented by the entrusted agent shall be clearly disclosed in the venue of the shareholders' meeting at the date of the shareholders' meeting.

• For any shareholders’ meeting resolution that relates to statutory regulations or to material information as specified by the Taiwan Stock Exchange Corporation (or Taipei Exchange), the Company shall upload, within the specified time limit, said resolution to the MOPS.

• Article 17 The staff members who take charge of the shareholder meeting affairs shall wear identification certificates or armbands.

• The chairperson may direct patrol personnel (or security personnel) to assist in maintaining the order of the meeting. Such patrol personnel (or security personnel) shall wear arm badges marked "Patrol Personnel" while maintaining the order of the meeting. There is amplification equipment at the meeting place, if a shareholder makes a speech with amplification equipment not provided by the Company, the chairperson may stop it. In the event that a shareholder violates the Rules and defies the chairperson's rectification or obstructs the progress of the meeting or objects to the action to stop him or her, the chairperson may instruct the rectification (or security) personnel to help maintain the order of the meeting.

• Article 18 When the meeting is held, the chairperson may announce a recess. When a force majeure event occurs, the chairperson may decide to temporarily suspend the meeting and announce the time for reconvening the meeting.

• If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. The shareholders’ meeting may resolve to postpone the meeting for a period of no more than five (5) days or continue the meeting pursuant to the provisions of Article 182 of the Company Act.

• Article 19 The Rules and any amendments hereof shall be put into enforcement after being resolved at the shareholder meeting.

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Appendix III

APEX SCIENCE & ENGINEERING CORP.

Rules for Elections of Directors

• Article 1: The Rules are formulated in accordance with Articles 21 and 41 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for fair, impartial, and open Directors elections.

• Article 2: Unless otherwise provided for in relevant laws and regulations or the Company's Articles of Incorporation, the Directors of the Company shall be duly elected in accordance with the Rules specified herein.

• Article 3: The overall composition of the Board of Directors shall be taken into consideration in the selection of this Company's directors. The Company shall diversify Board composition and develop guidelines on diversity based on the operations, nature of business activities and development needs of the Company, including but not limited to the following two aspects:

• I. Basic requirements and values: Gender, age, nationality, and culture.

• II. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.

• All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. The entire Board of Directors shall possess the following abilities: I. Business judgment ability.

• II. Accounting and financial analysis ability.

• III. Business management ability.

• IV. Crisis management ability.

• V. Knowledge of the industry.

• VI. International market perspective.

• VII. Leadership.

• VIII. Decision-making ability.

Article 4 Deleted

• Article 5: The qualifications of independent directors of the company shall be in compliance with the provisions of Articles 2, 3, and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".

• The selection of the independent directors of the Company shall comply with the provisions of Article 5, Article 6, Article 7, Article 8 and Article 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate

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Governance Best Practice Principles for TWSE & TPEx Listed Companies.

Article 6: The election of the Company's independent directors shall adopt a candidate nomination system pursuant to Article 192-1 of the Company Act. The Company reviews in advance the qualifications, education and experience as well as the existence of any other matters set forth in Article 30 of the Company Act with respect to the Director candidates recommended by shareholders or Directors. In addition, the Company may not arbitrarily add requirements for documentation of other qualifications, and shall provide shareholders with the results of review for their reference, so as to elect qualified Directors.

In the event that a Director of Board is terminated from his position that caused the Board of Directors to be less than five persons, the Board of Directors shall fill the vacant board seat during the next shareholders' meeting. In the event that the director vacancy reaches one-third of the Board as stipulated in the Articles of Incorporation, the Company shall convene a special Shareholders’ Meeting to hold a by-election within 60 days from the date of occurrence of the event.

When the number of independent directors falls below that required under the provision of Article 14-2, paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining Unsuitability for TPEx Listing under Article 10, Paragraph 1 of the Taipei Exchange Market Rules Governing the Review of Securities for Trading on the TPEx, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders' meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

• Article 7: The Company's Directors shall be duly elected by means of cumulative voting. Each common share with voting right is entitled to the number of ballots which are equivalent to the numbers of Directors to be elected.

• Article 8: The Board of Directors shall prepare the ballots in the number equal to the number of directors to be elected, with the number of voting rights being noted on the ballots, and distribute the ballots to the shareholders who are present at the shareholders' meeting. The name of the voters may be represented by the attendance number printed on their ballots.

• Article 9: The Company's Directors shall calculate the voting rights of Independent Directors and non-Independent Directors, respectively, according to the number of slots set forth in the Company's Articles of Incorporation, and candidates are elected based on the number of voting rights represented by the ballots. When there are more than two candidates with the same number of voting rights, exceeding the stipulated number, the candidates with the same number of voting rights shall draw lots to determine which candidate has won;

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the chairperson may draw lots for those who are not present.

Article 10 Before the election process starts, the chairperson shall appoint a certain number of ballot inspectors and counters to perform the respective duties. The ballot boxes shall be prepared by the Company and publicly checked by the vote monitoring personnel before voting commences.

• Article 11 In the event that the candidate is a shareholder of the Company, the voters voting for such candidate shall fill in in the "candidate" column on the ballot such candidate's account name and shareholder account number. In the event that the candidate is not a shareholder of the Company, the voters voting for such candidate shall fill in in the "candidate" column on the ballot such candidate's name and ID number. In the event that the candidate is a government or a corporate shareholder, the voters voting for such candidate shall fill in the "candidate" column on the ballot with the name of such government or corporate shareholder, or the name of such government or corporate shareholder together with the name of such government's or corporate shareholder's representative; when there are multiple representatives, the names of all representatives shall be listed.

• Article 12: An election ballot is deemed null and void under any of the following circumstances:

• I. A ballot that is not prepared by the board of directors. II. Any blank ballot.

• III. Any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections.

• IV. Where the candidate voted for is a shareholder of the Company, such candidate's account name and shareholder account number filled in in the ballot is inconsistent with that on the shareholder registry. Where the candidate voted for is not a shareholder of the Company, such candidate's name or ID number is verified to be incorrect.

• V. Any ballot with characters other than the candidate's account name (name) or shareholder account number (ID number) and the allocated number of voting rights.

• VI. Any ballot without the candidate's account name (name) or shareholder account number (ID number).

• VII. Any ballot that is cast with the names of two or more candidates.

Article 13 Ballots shall be counted at the spot upon completion of casting the ballots, and the elected directors including number of votes shall be announced by the chairperson.

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The ballots shall be sealed and signed off by the ballot inspectors and be kept for at least a year. In the event a lawsuit regarding the Directors election under Article 189 of the Company Law, those ballots shall be archived until the conclusion of the lawsuit.

Article 14 The Board of Directors shall issue a "notice of election" to the Directors who are elected in the election process.

Article 15: Implementation and amendments

• I. Matters not specified in the Rules shall be governed by the Company Act, the Company's Articles of Incorporation and any other relevant laws and regulations.

• II. The Rules shall become effective from the date they are approved at the Meeting. The same applies in case of revision.

• III. The Rules was enacted on April 3, 1994.

• IV. The first amendment was made and approved by the Shareholders' Meeting on May 7, 1996.

• V. The second amendment was made and approved by the Shareholders' Meeting on June 9, 2000.

• VI. The third amendment was made and approved by the Shareholders' Meeting on June 25, 2002.

• VII. The fourth amendment was made and approved by the Shareholders' Meeting on June 15, 2004.

• VIII.The fifth amendment was made and approved by the Shareholders' Meeting on June 14, 2006.

• IX. The sixth amendment was made and approved by the Shareholders' Meeting on June 18, 2014.

• X. The seventh amendment was made and approved by the Shareholders' Meeting on June 11, 2015.

• XI. The eighth amendment was made and approved by the Shareholders' Meeting on June 15, 2018.

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Appendix IV

APEX SCIENCE & ENGINEERING CORP.

Ownership by Directors

Ex-dividend Date: April 18, 2021

		Ex-dividend Date: April 18, 2021
Title	Name	Shares Held Listed in the Shareholders' Register
President	KUO,KUO-HUA	16,124,177
Director of Board	Kai Da Development Company (representative: WANG,CHAO-KUEI)	45,000
Director of Board	CHOU,HIS-YANG	139,920
Director of Board	LU,FANG-YUAN	100,000
Independent Director	CHANG,PAO-TSAI	57,200
Independent Director	HSIAO,SHENG-HSIEN	0
Independent Director	WU,NAI-HUA	0
Shares Held by All Directors		16,409,097

Note: The legal minimum amount of all Directors' shareholding shall be: 12,000,000 shares.

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Appendix V

Impact of Stock Dividend Issuance on Business Performance, EPS, and ROI: N/A

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