APEX - AGM Information 2022 | FinancialReports.eu

Stock Code ： 3052

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夆典科技開發股份有限公司 APEX SCIENCE & ENGINEERING CORP.

2022 Annual Shareholders' Meeting Meeting Handbook

June 17, 2022

I.	Meeting Procedures ................................................................................................................ 2
II.	Meeting Agenda ..................................................................................................................... 3
III.	Reports ................................................................................................................................... 4
IV.	Ratifications ........................................................................................................................... 9
V.	Discussions ............................................................................................................................. 11
VI.	Extempore Motions ................................................................................................................ 11
	Attachment I. Handling of Corporate Bonds ......................................................................... 12
	Attachment II. Financial Statements ..................................................................................... 13
	Attachment III. Comparison Table of Amendments to the Articles of Incorporation ........... 38
	Attachment IV. Comparison Table of Amendments to the Rules of Procedure for Shareholders'
	Meetings ....................................................................................................... 39
	Attachment V. Comparison Table of Amendments to the Procedure for acquiring or Disposing
	of Assets ........................................................................................................ 49
	Appendix I Articles of Incorporation ..................................................................................... 64
	Appendix II Rules of Procedure for Shareholders' Meetings ................................................ 72
	Appendix III Statement of Director Shareholding ................................................................. 78
	Appendix IV Impact of Stock Grants on Business Performance, EPS, and Shareholders' ROI
	........................................................................................................................... 79

APEX SCIENCE & ENGINEERING CORP.

2022 Annual Shareholders' Meeting Procedures

I. Declaration of Meeting Commencement
II. Chairperson Remarks
III. Reports
IV. Ratifications
V. Discussions
VI. Extempore Motions

VII.Adjournment

APEX SCIENCE & ENGINEERING CORP.

2022 Annual Shareholders' Meeting Agenda

How the meeting is held: In-person meeting

Time: June 17, 2022 (Friday) 9 am

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

I. Declaration of Meeting Commencement
II. Chairperson Remarks
III. Reports
(I) 2021 Business report.
(II) 2021 Audit Committee's audit report on statement of final accounts
(III) 2021 Report on the distribution of employees and Directors' remuneration
(IV) The first secured ordinary corporate bond report issued by the Company in 2021.
IV. Ratifications
(I) Proposal of 2021 financial statements (including consolidated financial statements) and business report.
(II) 2021 surplus distribution proposal.
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 Procedure for acquiring or Disposing of Assets.
VI. Extempore Motions
VII. Adjournment

[Reports]

I. 2021 Business report

APEX SCIENCE & ENGINEERING CORP. 2021 Business report

Dear shareholders,

Thank you for participating in our 2022 Annual Shareholders' Meeting. It is the 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) Operational results of 2021 and our future plan are hereby presented as follows:
Implementation Results of the Business Plan
- The Company recorded a consolidated net operating revenue of NT$3,614,744,000, a consolidated operating profit of NT$67,960,000 a net income of NT$106,007,000 and the earnings per share after tax of NT$0.52 in 2021.
Executions of the budget:

The Company did not have a public financial forecast for 2021.

Analysis of financial revenue and profitability

	Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000
Analysis Item	2021 (consolidated)		2020 (consolidated)
Net OperatingRevenue	3,614,744	100.00%	5,217,591	100.00%
OperatingCosts	3,409,834	94.33%	4,732,188	90.70%
Gross Profit	204,910	5.67%	485,403	9.30%
OperatingExpenses	136,950	3.79%	199,077	3.81%
Net Operating Profit (Loss)	67,960	1.88%	286,326	5.49%
Non-operating Income and Expenses	71,188	1.97%	22,002	0.42%
Net income (loss) before tax	139,148	3.85%	308,328	5.91%
Income taxprofits (expenses)	(33,141)	(0.92%)	14,127	0.27%
Net income (loss)	106,007	2.93%	322,455	6.18%

Research development status Engineering: Continuously research, develop and focus on specialties required for new and expansion projects of science and technology plants and public works construction
- Improvement and optimization of technology, ensure the advantages of the Company in the industry and maximize its benefit through constant improvement of technology.
Construction: In addition to hiring well-known domestic architects and design groups to design the construction cases of the Company into regional benchmarks, build

residences with better quality through new architectural technology and design and increase the Company's visibility in the construction industry.

  - Optoelectronics: In order to increase the product value and reduce costs, we’ve been constantly developing and improving LCM module products and updating technologies. We’ve also paid continual attention to the development of LED component technologies and put them into use so as to develop more efficient products.

  - Park development: In addition to the development case of the first and later stages of Machouhou in Chiayi County and the development case of Qigu Industrial Zone in Tainan City, continuously develop relevant development case channels, and improve the Company's visibility and advantages in the park development industry through advancement of each case.

(II) Overview of 2022 Annual Business Plan
Business policies
- By adhering to the management principles of improvement, deep-rooting, profit sharing and sustainable expansion, the Company shall provide high-quality services for customers with dedication.
- Engineering: The Company actively collaborates with domestic and overseas companies to meet the needs of public works and private factories (factory expansion). With technology introduction and improved integration ability, the Company hopes to satisfy as much as possible.
- Architecture: We shall continue to master future trends in real estate through industryacademy cooperation and information collection. In addition to land acquisition, we will also enhance the development of joint construction and urban renewal projects to acquire land for real estate projects. In the future, we hope that real estate projects and services that satisfy the consumers’ needs in the architectural field will be produced through diversified development modes and introduction of new products.
- Optoelectronics: Based on existing products, we will actively develop more product lines, and continue to actively expand customer sources by developing partners. Internally, in order to improve our competitiveness in this field, we will strive to reduce production and procurement costs .
- Park development: In addition to actively handling the existing Machouhou and Qigu development cases, it will continuously pay close attention to and evaluate development cases in various regions to master relevant trends such as development of future parks, etc.
Expected sales quantity and its basis
- Engineering: Private manufacturers are more generous in capital spending compared to the previous years, and the capital expenditure of manufacturers has seen an increase. As the government is also increasing domestic demand, public works and tenders will also continue to be released.
- Construction: The Company will acquire high-quality construction land for investment and construction after continuous evaluation.
- Optoelectronics: Apart from LED components and LCM modules, the Company will dig into the consumer electronic market. As new products will be launched and new business partners will join in, the Company will create more business opportunities as the overall economy rebounds.
- Park development: Existing development cases actively cooperate with the county and city governments' schedule to plan and continuously handle advertising in order to speed up land tenders and urge the construction plant to proceed with the

progress of public works construction and handle the land handover one after another.

Important production and sales policy
- (1) Client-oriented service. Becoming the best consultant and facilitator for customers
- (2) Development of lands with potential commercial value; Granting it with characteristics through planning
- (3) Resource integration and business partners seeking.
(III) Future development strategies of the Company are affected by external competitive environment, regulations and overall business environment
As a professional leading provider of integration services, the Company has always been oriented by customers, constantly researches, develops, innovates and improves quality through Customized Service, Education Training and Process Improvement to meet customers' expectation.

After these years of continuous deep cultivation in the fields of construction, building and comprehensive mechanical and electrical contracting, the Company has gradually delivered results, and has taken a successful step towards the vision of "becoming a leader in the development business focusing on building".

Confronted with the fast-changing era, the Company will obtain mutual trust and dependency from and achieve balance among customers, employees, shareholders, third parties and sustainable operation in society, and create maximum synergy.

With the gradual easing of the COVID-19 epidemic and the gradual lifting of lockdowns around the world, it is expected that the global economic recovery will continue in 2022. However, overall lack of labor and materials and inflation are not eased. The Company will deal with it prudently and actively enhance the Company's operating niche to reduce the impact of changes in the external environment on the Company.

Besides, the Company will actively practice sustainable development while engaged in enterprise operation in order to be in line with international development trend, improve national economic contribution and living quality of employees, communities and society with corporate citizenship, and facilitate competitive advantages based on sustainable development. We believe that years of business deployment and enhanced management, the Company will continue to improve and maintain a solid operation. With your supports and encouragements, we believe that we will continue to make progress and thrive.

Chairman: KUO,KUO-HUA Manager: KUO,KUO-HUA Accounting Manager: WU, HSIU-LIN

II. 2021 Audit Committee's audit report on statement of final accounts

APEX SCIENCE & ENGINEERING CORP.

Audit Committee's Audit Report

The Board of Directors has prepared and submitted the Company's 2021 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.

Best Regards

2022 Annual Shareholders' Meeting

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

March 24, 2022

III. 2021 Report on the distribution of employees and Directors' remuneration

Description: (I) The Company's 2021 profit was NT$146,158,659. Pursuant to Article 23 of the Articles of Incorporation, 2% shall be distributed as Directors' remuneration, totaling NT$2,923,173. 8% shall be distributed as employees' remuneration, totaling NT$11,692,693. Both will be distributed in cash.
(II) The proposal is submitted for report.
IV. The first secured ordinary corporate bond report issued by the Company in 2021.
Description: (I) It was declared effective on November 02, 2021 by the Taipei Exchange Center Letter Zheng-Gui-Zhai No. 11000120381 and approved the issuance of the first domestic secured ordinary corporate bonds in 2021 by Letter Zheng-Gui-Zhai No. 11000121932 on November 05, 2021, which was NT$500 million only.
(II) Please refer to #page 11# of the Meeting Handbook (Attachment I) for the handling of the aforesaid corporate bonds.
(III) The proposal is submitted for report.

[Ratifications]

Proposed by the Board of Directors

Proposal I

Subject: The Company's 2021 Financial Statements (including consolidated financial statements) and Business Report.

Description: (I) The Company's 2021 Financial Statements (including consolidated financial statements) have been audited and certified by the independent auditors, LIAO, FUMING 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 Attachment II, #page 12 to 33# of the Handbook)
(II) Business Report: Please refer to #page 3 to 5# of the Handbook
(III) Please ratify the proposal.

Resolutions:

Proposed by the Board of Directors

Proposal II Subject: 2021 Profit Distribution

Description: (I) Pursuant to the Articles of Incorporation, the Board of Directors approved the 2021 profit distribution. A total of NT$56,547,139 with NT$0.25 of cash dividend per share is allocated from 2021 distributable earnings.
- (II) After the resolution in the Shareholders' Meeting, the distribution will be carried out on an ex-dividend 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 next page for the 2021 Profit Distribution Table.
(IV) Please ratify the proposal.

Resolutions:

APEX SCIENCE & ENGINEERING CORP.

Profit Distribution Table

2021

	CurrencyUnit: NT$
Earnings available for distribution at beginningofyear	339,038,255
Add: 2021 Net income after tax	102,740,865
Less: Legal reserve(10%)	(10,274,086)
Less: Special reserve	(431,601)
Total earnings available for distribution	431,073,433
Distribution items
Cash dividends for shareholders- NT$0.25per share	56,547,139
Undistributed earnings at end ofperiod	374,526,294

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.
All the earnings distribution of the year are provided from the distributable earnings after tax in 2021.

Person in Charge: Manager: Accounting Manager:

[Discussions]

Proposed by the Board of Directors

Proposal I

Subject: Amendments to partial content of the Articles of Incorporation

Description: (I) For the operation needs of the Company and in line with legal provisions,

amendments to the Articles of Incorporation are made.

(II) Please refer to Attachment III (#page34# of the Handbook) for the Comparison Table.
(III) Please discuss.

Resolutions:

Proposed by the Board of Directors

Proposal II

Subject: Amendments to partial content of the Rules of Procedure for Shareholders' Meetings Description: (I) Pursuant to the Taiwan Stock Exchange Corporation Letter Tai-Zheng-Zhi-Li No.

1110004250 dated March 08, 2022, with reference to the sample template for xxx Co., Ltd. Rules of Procedure for Shareholders Meeting, 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 IV (#page 35 to 44#) of the Handbook for the Comparison Table.
(III) Please discuss.

Resolutions:

Proposed by the Board of Directors

Proposal III

Subject: Amendments to partial content of the Procedure for acquiring or Disposing of Assets. Description: (I) Pursuant to Financial Supervisory Commission Jin-Guan-Zheng-Fa No. 1110380465

and the business need, amendments to the Company's Procedure for acquiring or Disposing of Assets.

(II) Please refer to Attachment V (#page 45 to 58#) of the Handbook for the Comparison Table.
(III) Please discuss.

Resolutions:

[Extempore Motions] [Adjournment]

Attachment (I)

Handling of Corporate Bonds

Handling of	Corporate Bonds
Categories of Corporate Bonds (Note2)	1st Secured Ordinary Corporate Bonds in 2021 (Code: B86802 bond name: P10APEX1)
Issuance date	November09,2021
Parvalue	The parvalue ofeach is NT$ onemilliononly
Issuanceprice	Atpar value
Totalvalue	NT$fivehundredmilliononly
Interestrate	Fixed annual interestrate 0.56%
Term	five-yearterm Due date: November9,2026
Assuranceinstitution	TaiwanCooperativeBank,Ltd.
Trustee	JihSun International Bank,Ltd.
Underwritinginstitution	TaiwanCooperative Securities Co.Ltd.
Visalawyer	Far EastLaw OfficesLawyerCHIU,YA-WEN
Visa accountant	PricewaterhouseCoopers Taiwan Accountants LIAO, FU-MING, CHEN, CHING- CHANG
Repayment methods	The principal of the corporate bonds shall be repaid in one lump sum when due for five years from the date of issuance
Principal notrepaid	NT$fivehundredmilliononly
Execution status of capital utilization plan	Completely executed at the end of 4thquarter of 2021.

Attachment (II)

Financial Statements

Accountant Review Report

Balance Sheets

Statements of Comprehensive Income

Statements of Changes in Stockholders' Equity

Cash Flow Statement

Independent Auditors’ Report

To the Board of Directors and Shareholders APEX SCIENCE & ENGINEERING CORP.:

Audit opinions

We have audited the accompanying financial statements of APEX SCIENCE & ENGINEERING CORP. (the Company), which comprise the balance sheet as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financing statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for audit opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China in 2021 and 2020. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements Section of our report. We are independent of the Company 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 financial statements for the year ended Dec.31, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Company’s parent company only financial statements for the year ended December 31 2021 are stated as follows:

Recognition of construction revenue

Explanation of the matter

Please refer to Notes IV(XXV), V(II) and VI(XX) for explanation of the accounting policies of construction revenue recognition, significant accounting estimates and relevant items.

The Company’s main business items include the engineering-related business, and the construction revenue is recognized according to the stage of completion during the engineering contract period. The stage of completion is calculated according to the percentage of cost incurred from the date of signing of each engineering contract to the end date of the report period against the total cost under the contract, and all engineering costs to be invested in contract awarding, materials and labor is estimated on the basis of the owner’s planning by taking into account the works added or reduced due to changes in the scope of works and combining with the market condition fluctuations. As the total cost estimate would affect the stage of completion and recognition of construction revenue and it includes complicated items, usually involves subjective judgment and is highly uncertain, we considered the recognition of construction revenue as a key audit matter.

Audit Procedures

We performed the following audit procedures on the particular aspects indicated by key audit matters:

We understood and evaluated the reasonableness of policies and procedures adopted for recognition of construction revenue.
We obtained the newly-increased engineering contract, confirmed the consistency between the total price used to calculate the construction revenue and the contractual stipulation, sampled and inspected the preliminary project budget checklist approved by the project management department and confirmed the consistency in basis used for estimate of the total cost and calculation of the stage of completion.
We verified the evidence documents of major works added or reduced in the corresponding period to confirm that changes in the estimate of the total cost have been recognized appropriately.
We obtained the details of cost invested in the corresponding period, sampled and inspected relevant vouchers, checked them against the items listed in accounts to confirm that the amount of cost used for calculation of the stage of completion is appropriate, and checked the accuracy of the percentage of completion.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company'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 Company 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 Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements 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 financial statements.

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

Identify and assess the risks of material misstatement of the 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.
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 Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 Company’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 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 Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the 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 financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers Taiwan

Liao Fu-Ming

CPA Chen Ching-Chang Financial Supervisory Commission Approval document No.: Jin Guang Zheng Shen No. 1090350620 Jin Guang Zheng Shen No. 1060025060

Mar. 24, 2022

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Balance Sheet December 31, 2021 and 2020

Unit: NT$1,000

December 31, 2021 Amount % $ 223,550 3 175,401 2 3,298 - - - 150,036 2 19,882 - 3,293,268 45 226 - 566,638 8 104,543 1 1,751,532 24 6,288,374 85 7,044 - 659,254 9 99,769 1 4,630 - 65,259 1 113,398 2 164,186 2 1,113,540 15 $ 7,401,914 100	December 31, 2020	December 31, 2020
Amount $ 223,550 175,401 3,298 - 150,036 19,882 3,293,268 226 566,638 104,543 1,751,532 6,288,374 7,044 659,254 99,769 4,630 65,259 113,398 164,186 1,113,540 $ 7,401,914	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	%
		3 3 - 1 8 - 30 - 13 1 27
		86
		- 9 2 - 1 2 -
		14
		100

(Continued)

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Balance Sheet December 31, 2021 and 2020

Liabilities and equity
Current liabilities
2100
Short-term borrowings
2110
Short-term notes payable
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable to related
parties
2200
Other payables
2230
Current tax liabilities
2280
Lease liabilities - current
2320
Long-term liabilities due within
one year or one business cycle
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
2570
Deferred tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Ordinary share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated earnings
Other equity
3400
Other equity
3500 Treasury stock
3XXX
Total equity
Major contingent liabilities and
unrecognized contract
commitments
Major subsequent events
3X2X
Total liabilities and equity

Unit: NT$1,000
December31,2021
December31,2020
Notes
Amount
%
Amount
%
VI(XXI)
$ 295,600
4
$ 388,772
6
VI(XII)
90,000
1
25,000
-
VI(XX)
32,909
1
97,653
2
3,069
-
2,464
-
123,652
2
285,207
5
VII
14,485
-
30,278
-
37,047
1
63,269
1
1,311
-
1,715
-
2,420
-
1,578
-
VI(XIV) (XV)
1,634,230
22
1,287,137
20
VI(XIII)
1,646,169
22
1,115,070
18
3,880,892
53
3,298,143
52
VI(XIV)
497,081
7
-
-
VI(XXVII)
25,353
-
14,917
-
2,042
-
2,632
-
740
-
895
-
525,216
7
18,444
-
4,406,108
60
3,316,587
52
VI(XVII)
2,287,135
31
2,287,135
36
VI(XVIII)
269,332
3
249,009
4
VI(XIX)
279,960
4
248,440
4
22,686
-
25,337
-
441,778
6
548,857
9
(
23,118 )
- (
22,686)
-
VI(XVII)
(
281,967 ) (
4) (
281,967) (
5 )
2,995,806
40
3,054,125
48
IX
XI
$ 7,401,914 100
$ 6,370,712
100

The accompanying notes are an integral part of the financial report, please refer to it together.

President: KUO,KUO-HUA Manager: KUO,KUO-HUA Accounting Manager: WU,HSIU-LIN

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Comprehensive Income For the years ended December 31, 2021 and 2020

Unit: NT$1,000 Except Earnings per Share

2021	2021
	%	(


		(





$

The accompanying notes are an integral part of the financial report, please refer to it together.

President: KUO,KUO-HUA Manager: KUO,KUO-HUA Accounting Manager: WU,HSIU-LIN

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Unit: NT$1,000

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Cash Flows For the years ended December 31, 2021 and 2020

Cash flows from operating activities Net income before tax for the period Adjustments for Losses of income and expenses Depreciation expense (including investment properties) Depreciation expenses of right-of- use assets Amortization expenses Amortization expenses of right-of- use assets Conversion of deferred sales expense into commission fee Interest expenses Interest income Share of profits of subsidiaries, affiliated enterprises and joint ventures recognized by using the equity method Expected credit impairment loss Gain on disposal of property, plant and equipment Changes in operating assets and liabilities Net changes in operating assets Contract assets Notes receivable Notes receivable from related parties, net Accounts receivable Accounts receivable from related parties, net Other receivables Other receivables from related parties Inventories Prepayments Other current assets Net changes in operating liabilities Contract liabilities - current Notes payable Accounts payable Accounts payable to related parties Other payables Other current liabilities Other non-current liabilities Cash generated from/(used in) operations Cash collected from interest income Cash paid for interest expenses Cash dividend payments of the invested company evaluated with the equity method Income tax paid for the period Net cash generated from operating activities	Notes VI(IX) (X) (XXV) VI(XXV) VI(XXV) VI(XXV) VI(XXIV) VI(XXI) ( VI(VIII) ( VI(II) VI(XXIII) ( ( ( ( ( ( ( ( ( ( ( ( VI(VIII) (	For the year ended December 31, 2021 $ 131,543 2,506 2,099 1,268 138 10 14,842 61,263 ) ( 48,341 ) ( 97 29 ) 40,040 1,720 ) 39,830 ( 334,216 ( - 1,858,256 ) ( 226 ) 239,950 13,792 ) 415,441 ( 64,744 ) ( 607 ( 161,557 ) 15,793 ) ( 29,852 ) 1,027,815 155 ) 5,326 ) 40,708 14,131 ) ( 16,296 8,573 ) ( 28,974	For the year ended December 31, 2020 $ 300,450 2,782 487 1,373 70 28,016 16,081 11,737 ) 52,286 ) 2,099 - 203,391 2,884 39,830 ) 150,630 ) 3,630 956,618 ) - 1,597,750 252,561 124 ) 316,073 ) 10,999 ) 48,041 28,185 ) 6,301 60,200 262 959,896 1,003 14,147 ) 5,202 889 ) 951,065

(Continued)

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Cash Flows For the years ended December 31, 2021 and 2020

Unit: NT$1,000

Cash flows from investing activities Increase in investments accounted for using the equity method Proceeds from disposal of property, plant and equipment Increase in restricted assets Increase in other non-current assets Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from short-term borrowings Repayments of short-term borrowings Increase (decrease) in short-term notes payable Proceeds from long-term borrowings Repayments of long-term borrowings Issuance of corporate bonds Repayments of corporate bonds Repayment of the principal portion of lease liabilities Cash dividends distributed Treasury stock repurchase Net cash generated from (used in) financing activities Increase in cash and cash equivalents of the period Balance of cash and cash equivalents at beginning of the period Balance of cash and cash equivalents at end of the period	Notes VI(VIII) VI(IX) ( ( ( ( VI(XXIX) ( ( ( VI(XIX) ( VI(XVII)	For the year ended December 31, 2021 $ - ( 1,683 ) ( 617,426 ) ( 87 ( - 29 618,993 ) ( 3,039,358 3,132,530 ) ( 65,000 ( 1,554,670 708,620 ) 500,000 500,000 ) 2,255 ) ( 180,951 ) ( - ( 634,672 ( 44,653 178,897 $ 223,550	For the year ended December 31, 2020 $ 34,260 ) 91 ) 38,530 ) 5,401 ) 5,264 - 73,018 ) 2,489,892 2,658,126 ) 1,281,400 ) 788,180 - - - 707 ) 114,357 ) 26,130 ) 802,648 ) 75,399 103,498 $ 178,897

The accompanying notes are an integral part of the financial report, please refer to it together.

President: KUO,KUO-HUA Manager: KUO,KUO-HUA

Accounting Manager: WU,HSIU-LIN

Independent Auditors’ Report

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

Audit opinions

The Consolidated Balance Sheet of Apex Science & Engineering Corp. and its subsidiaries (hereinafter referred to as “Apex Group”) as of December 31, 2021 and 2020, the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flow, as well as the Notes to the Consolidated Financial Statements of Apex Group for the financial year ended December 31, 2021 and 2020.

In our opinion, the aforementioned Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2021 and December 31, 2020, and their consolidated financial performance and cash flows for the years ended December 31, 2021 and December 31, 2020, in conformity with the requirements of the Regulations governing the preparation of financial reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee, or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for audit opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Apex Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the rest of our auditors, 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 2021 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 of 2021 Consolidated Financial Statements of Apex Group are as follows:

Recognition of Construction Revenue

Explanatory notes for the matter

The accounting policies, accounting estimates and relevant subjects related to recognition of construction revenue are detailed on Notes IV(XXVI), V(II) and VI(XXI) to the Consolidated Financial Statements.

The principal business of Apex Group consists of construction and engineering related works and services, revenue is recorded in accordance with the percentage of completion per contractual terms during the period of engineering contract. Percentage of completion for each project is determined by calculating a ratio of the costs incurred for the contract to-date until the end of the reporting period as a proportion of the total estimated cost of the contract; the estimated total cost is based on the plan of project owner, taking into account additional work or reduced work owing to a change in the project scope, with consideration to the fluctuation in market environment, and forecasted costs regarding labour, materials and various construction costs. Because the estimate of total cost will affect the percentage of completion and recognition of construction revenue, while the items in the estimated total cost are complex, frequently involving subjective judgment and with high uncertainties, as independent auditors we regard recognition of construction revenue as a key audit matter.

Corresponding audit procedures

As independent auditors we have conducted the audit procedures with regard to specific aspects of the key audit matters as described above, as follows:

The policies and procedures employed to recognize construction revenue were examined and appraised as to their reasonableness.
We collected newly added construction contracts, confirmed the total price used to calculate the construction revenue is in line with the agreement in the contract, selected on sample basis preliminary project budgets which were approved by the Project Management Department, verified whether the estimated total cost is consistent with the basis used to calculate the percentage of completion.
We validated significant addition or reduction to construction during the period against corresponding supporting documents, and ensured the changes in total estimated cost is appropriately recognized.
With details of construction cost incurred, we vouched sampled cost items recorded in the accounts against related supporting documents, to ensure cost incurred to date used to calculated the percentage of completion is appropriate.

Other Matters – Parent Company Only Reports

The Parent Company Only Financial Statements of Apex Science & Engineering Corp. for Year 2021 and Year 2020 have been prepared, duly audited by the CPAs with a clean Audit Report with unqualified opinion issued for reference.

Responsibility of the Management and the Governing body for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations governing the preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China, and for such Internal Controls as Management determines are 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 ability to continue as a going concern of Apex Group, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company and its Subsidiaries or to cease operations, or has no realistic alternative but to do so.

The Governing Bodies of Apex Group (including the Audit Committee) have the responsibility to oversee the financial reporting process.

Responsibilities of the CPAs in Auditing the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about the Consolidated Financial Statements as a whole whether they are free from material misstatement due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Auditing Standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Material misstatement may result from fraud and error. A misstatement can be considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with Auditing Standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also conduct the following work:

Identity and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud and 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.

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 internal control of Apex Group.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
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 ability to continue as a going concern of Apex Group. 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 Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor’s Report. However, future events or conditions may cause Apex Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the accompanying Notes, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of individual entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We as independent auditors are responsible for the guidance, supervision, and implementation of the Group’s audit and responsible for forming audit opinions on the Group.

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

We also provide those entrusted with governance duties 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 entrusted with governance duties, we determine those matters that were of most significance in the audit of 2021 Consolidated Financial Statements of Apex Group 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 adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers Taiwan Liao Fu-Ming CPA Chen Ching-Chang Finance Supervisory Commission Approval document No.: Jin Guang Zheng Shen No. 1090350620 Jin Guang Zheng Shen No. 1060025060

March 24, 2022

Apex Science & Engineering Corp. and its subsidiaries Consolidated Balance Sheets

December 31, 2020 and 2021

Unit: NT$1,000

Assets	December 31, 2021 Amount % $ 297,603 4 336,046 4 3,508 - 23,982 - 243,616 3 3,383,436 41 583,350 7 700,945 9 1,922,657 24 7,495,143 92 7,328 - 189,301 2 115,495 2 11,380 - 65,259 1 113,400 1 168,352 2 670,515 8 $ 8,165,658 100	December 31, 2020	December 31, 2020
	Amount $ 297,603 336,046 3,508 23,982 243,616 3,383,436 583,350 700,945 1,922,657 7,495,143 7,328 189,301 115,495 11,380 65,259 113,400 168,352 670,515 $ 8,165,658	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	%
Current assets 1100 Cash and cash equivalents 1140 Contract Assets - current 1150 Notes receivable, net 1160 Notes receivable – related parties, 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 assets at fair value through other comprehensive income – non-current 1550 Investments accounted for using the equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment properties, net 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			3 5 - - 7 40 12 1 25
			93
			- 2 2 - 1 2 -
			7
			100

(To be continued on the next page)

Apex Science & Engineering Corp. and its subsidiaries Consolidated Balance Sheets

December 31, 2020 and 2021

Unit: NT$1,000

. Liabilities and equity	December 31, 2021 December 31, 2020 Notes Amount % Amount % VI(XI) $ 363,026 4 $ 1,041,271 14 VI(XII) 140,000 2 105,000 1 VI(XXI) 141,821 2 175,562 2 16,402 - 3,179 - VI(XIII) 384,633 5 496,067 7 69,654 1 83,874 1 1,840 - 2,255 - 5,935 - 1,578 - VI(XV)(XVI) 1,772,306 22 1,332,504 18 VI(XIV) 1,648,617 20 1,127,501 15 4,544,234 56 4,368,791 58 VI(XV) 497,081 6 - - VI(XVI) 7,569 - 26,111 - VI(XXVIII) 25,353 - 14,916 - 5,165 - 4,477 - 1,926 - 895 - 537,094 6 46,399 - 5,081,328 62 4,415,190 58 VI(XVIII) 2,287,135 28 2,287,135 30 VI(XIX) 269,332 3 249,009 3 VI(XX) 279,960 4 248,440 4 22,686 - 25,337 1 441,778 5 548,857 7 ( 23,118 ) - ( 22,686 ) - VI(XVIII) and VIII ( 281,967) ( 3)( 281,967) ( 4) 2,995,806 37 3,054,125 41 IV(III) and VI(XXX) 88,524 1 86,967 1 3,084,330 38 3,141,092 42 IX XI $ 8,165,658 100 $ 7,556,282 100
Current liabilities 2100 Short-term loans 2110 Short-term bills payable 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 2280 Lease liabilities - current 2320 Long-term liabilities due within one year or one business cycle 2399 Other current liabilities - other 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term loans 2570 Deferred tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to shareholders of parent company Share capital 3110 Ordinary share capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal capital reserve 3320 Special reserve 3350 Unappropriated earnings Other equity 3400 Other equity 3500 Treasury stock 31XX Total equity attributable to shareholders of parent company 36XXNon-controlling interests 3XXX Total equity Significant contingent liabilities and outstanding contractual commitments Significant subsequent events 3X2X Total liabilities and equity

.
Liabilities and equity

December 31, 2021
December 31, 2020
Notes
Amount
%
Amount
%
VI(XI)
$ 363,026
4
$ 1,041,271
14
VI(XII)
140,000
2
105,000
1
VI(XXI)
141,821
2
175,562
2
16,402
-
3,179
-
VI(XIII)
384,633
5
496,067
7
69,654
1
83,874
1
1,840
-
2,255
-
5,935
-
1,578
-

VI(XV)(XVI)
1,772,306
22
1,332,504
18
VI(XIV)
1,648,617
20
1,127,501
15
4,544,234
56
4,368,791
58
VI(XV)
497,081
6
-
-
VI(XVI)
7,569
-
26,111
-
VI(XXVIII)
25,353
-
14,916
-
5,165
-
4,477
-
1,926
-
895
-
537,094
6
46,399
-
5,081,328
62
4,415,190
58
VI(XVIII)
2,287,135
28
2,287,135
30
VI(XIX)
269,332
3
249,009
3
VI(XX)
279,960
4
248,440
4
22,686
-
25,337
1
441,778
5
548,857
7
(
23,118 )
- (
22,686 )
-
VI(XVIII) and
VIII
(
281,967) (
3)(
281,967) (
4)
2,995,806
37
3,054,125
41
IV(III) and
VI(XXX)
88,524
1
86,967
1
3,084,330
38
3,141,092
42
IX
XI
$ 8,165,658
100
$ 7,556,282
100

Current liabilities
2100
Short-term loans
2110
Short-term bills payable
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current tax liabilities
2280
Lease liabilities - current
2320
Long-term liabilities due
within one year or one business
cycle
2399
Other current liabilities - other
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
2540
Long-term loans
2570
Deferred tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current
liabilities
2XXX
Total liabilities
Equity attributable to
shareholders of parent
company
Share capital
3110
Ordinary share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal capital reserve
3320
Special reserve
3350
Unappropriated earnings
Other equity
3400
Other equity
3500 Treasury stock
31XX
Total equity attributable to
shareholders of parent
company
36XXNon-controlling interests
3XXX
Total equity
Significant contingent liabilities
and outstanding contractual
commitments
Significant subsequent events
3X2X
Total liabilities and equity

The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.

President: KUO,KUO-HUA Manager: KUO,KUO-HUA Accounting Manager: WU,HSIU-LIN

Apex Science & Engineering Corp. and its subsidiaries Consolidated statements of comprehensive income For the Years Ended December 31, 2021 and 2020

Unit: NT$1,000 (Except earnings per share: NT$)

Item	2021 2020 Notes Amount % Amount % VI(XXI) and VII $ 3,614,744 100 $ 5,217,591 100 VI(IV)(XXVI) (XXVII) ( 3,409,834) ( 94) ( 4,732,188) ( 90) 204,910 6 485,403 10 VI(XXVI) (XXVII) ( 36,980 ) ( 1 ) ( 76,032 ) ( 2) ( 98,042 ) ( 3 ) ( 118,324 ) ( 2) ( 1,831 ) - ( 2,622 ) - XII(II) ( 97) - ( 2,099) - ( 136,950) ( 4) ( 199,077) ( 4) 67,960 2 286,326 6 VI(XXII) 61,330 2 11,841 - VI(XXIII) 8,125 - 8,532 - VI(XXIV) ( 7,484 ) - 3,146 - VI(XXV) ( 21,661 ) ( 1 ) ( 25,733 ) - VI(VIII) 30,878 1 24,216 - 71,188 2 22,002 - 139,148 4 308,328 6 VI(XXVIII) ( 33,141) ( 1) 14,127 - $ 106,007 3 $ 322,455 6
4000 Operating income 5000 Operating costs 5900 Gross Profit Operating expenses 6100 Selling and marketing 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 or loss of associates & joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900Net profit before tax 7950 Income tax (expenses) gains 8200Current net profit

Item

2021
2020
Notes
Amount
%
Amount
%
VI(XXI) and
VII
$ 3,614,744
100 $ 5,217,591
100
VI(IV)(XXVI)
(XXVII)
(
3,409,834) (
94) (
4,732,188) (
90)
204,910
6
485,403
10
VI(XXVI)
(XXVII)
(
36,980 ) (
1 ) (
76,032 ) (
2)
(
98,042 ) (
3 ) (
118,324 ) (
2)
(
1,831 )
- (
2,622 )
-
XII(II)
(
97)
- (
2,099)
-
(
136,950) (
4) (
199,077) (
4)
67,960
2
286,326
6
VI(XXII)
61,330
2
11,841
-
VI(XXIII)
8,125
-
8,532
-
VI(XXIV)
(
7,484 )
-
3,146
-
VI(XXV)
(
21,661 ) (
1 ) (
25,733 )
-
VI(VIII)
30,878
1
24,216
-
71,188
2
22,002
-
139,148
4
308,328
6
VI(XXVIII)
(
33,141) (
1)
14,127
-
$ 106,007
3 $ 322,455
6

4000 Operating income
5000 Operating costs
5900
Gross Profit
Operating expenses
6100
Selling and marketing
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 or loss of
associates & joint ventures
accounted for using equity
method
7000
Total non-operating income
and expenses
7900Net profit before tax
7950
Income tax (expenses) gains
8200Current net profit

(To be continued on the next page)

Apex Science & Engineering Corp. and its subsidiaries Consolidated statements of comprehensive income For the Years Ended December 31, 2021 and 2020

Unit: NT$1,000 (Except earnings per share: NT$)

Item	2021	2020
	Amount $ 644 ( 1,076) ($ 432) $ 105,575 $ 102,741 3,266 $ 106,007 $ 102,309 3,266 $ 105,575 $	Amount $ 1,581 2,931 $ 4,512 $ 326,967 $ 315,653 6,802 $ 322,455 $ 320,165 6,802 $ 326,967 $	%
Other comprehensive income Items that will not be reclassified subsequently to profit or loss 8316 Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 8300Other comprehensive income (net) 8500Total comprehensive income Net profit attributable to: 8610 Shareholders of parent company 8620 Non-controlling interests Total comprehensive income attributable to: 8710 Shareholders of parent company 8720 Non-controlling interests Basic earnings per share 9750 Basic earnings per share Diluted earnings per share 9850 Diluted earnings per share			- -
			-
			6
			6 -
			6
			6 -
			6
			1.59
	$	$	1.57

The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.

President: KUO,KUO-HUA Manager: KUO,KUO-HUA

Accounting Manager: WU,HSIU-LIN

Apex Science & Engineering Corp. and Its subsidiaries ~~Consolidated statements of changes in equity~~ F ~~or the Years Ended December 31, 2021 and 20~~ 20

Unit: NT$1,000

==> picture [729 x 420] intentionally omitted <==

Unit: NT$1,000

Apex Science & Engineering Corp. and Its subsidiaries Consolidated statements of changes in equity F or the Years Ended December 31, 2021 and 20 20

==> picture [729 x 197] intentionally omitted <==

Apex Science & Engineering Corp. and Its subsidiaries Consolidated statements of cash flows For the Years Ended December 31, 2021 and 2020

Cash flows from operating activities Net income before tax for the period Adjustments for Losses of income and expenses Depreciation expense (including investment properties) Depreciation expenses of right-of- use assets Amortization expenses Amortization expenses of right-of- use assets Interest income Conversion of deferred sales expense into commission fee Expected credit impairment losses Loss on disposal of property, plant and equipment Interest expenses Share of profits of affiliates and joint ventures recognized by using the equity method Gains on disposal of investments Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Contract assets Notes receivable Notes receivable – related parties, net 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 Other current liabilities Other non-current liabilities Cash generated from operations Cash collected from interest income Cash paid for interest expenses Income tax paid for the period Net cash generated from operating activities	Notes VI(XXVI) VI(XXVI) VI(XXVI) VI(XXVI) VI(XXII) ( XII(II) VI(XXV) VI(VIII) ( VI(XXIV) ( ( ( ( ( ( ( ( (	January 1 to December 31, 2021 $ 139,148 3,660 4,850 1,393 139 61,330 ) ( 10 97 173 21,661 30,878 ) ( - ( 85,451 1,930 ) 23,982 ) 273,945 ( 795,068 ) ( 296,220 592,933 ) 346,779 ( 33,741 ) ( 13,223 ( 111,434 ) 14,930 ) 1,014,913 1,031 536,467 40,774 20,951 ) ( 11,398 ) ( 544,892	Unit: NT$1,000 January 1 to December 31, 2020 $ 308,328 4,170 950 1,713 70 11,841 ) 28,016 2,099 - 25,733 24,216 ) 5,477 ) 88,358 2,884 - 112,077 ) 1,137,188 ) 1,630,900 361,436 54,556 ) 407,083 ) 18,696 ) 50,629 6,516 71,461 263 812,392 1,125 23,774 ) 5,170 ) 784,573

(To be continued on the next page)

Apex Science & Engineering Corp. and Its subsidiaries Consolidated statements of cash flows

For the Years Ended December 31, 2021 and 2020

Unit: NT$1,000

Cash flows from investing activities Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment 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 used in investing activities Cash flows from financing activities Proceeds from short-term loans Repayment of short-term loans Increase (decrease) in short-term notes payable Proceeds from long-term loans Repayment of long-term loans Issuance of corporate bonds Repayment of corporate bonds Repayment of the principal portion of lease liabilities Distribution of cash dividends Capital reserve transferred from overdue dividends Treasury stock repurchase Changes in non-controlling interests Net cash generated from (used in) financing activities Impact of exchange rate Increase in cash and cash equivalents for the period Balance of cash and cash equivalents at beginning of the period Balance of cash and cash equivalents at end of the period	Notes VI(IX) ( ( ( ( ( VI(XXXI) ( VI(XV) VI(XV) ( ( ( ( VI(XVIII) (	January 1 to December 31, 2021 $ 1,683 ) ( 467 562,747 ) ( 2,078 ) ( - 566,041 ) ( 5,489,191 6,167,436 ) ( 35,000 ( 1,765,880 845,663 ) ( 500,000 500,000 ) 5,100 ) ( 160,581 ) ( 47 ) - ( 1,709 ) ( 109,535 ( - ( 88,386 209,217 $ 297,603	January 1 to December 31, 2020 $ 1,626 ) - 26,378 ) 5,999 ) 5,264 28,739 ) 4,472,743 4,510,433 ) 1,281,400 ) 823,180 45,522 ) - - 1,189 ) 102,165 ) 47 26,130 ) 35,063 ) 705,932 ) 14 ) 49,888 159,329 $ 209,217

The accompanying notes form an integral part of these consolidated financial statements, please refer to it together. President: KUO,KUO-HUA Manager: KUO,KUO-HUA Accounting Manager: WU,HSIU-LIN

Attachment (III)

Comparison Table of Amendments to the Articles of Incorporation of APEX

Article	Content	Content	Description
	After Amendment	Before Amendment
Article 7	The stocks of the Company are generally registered, signed or stamped and numbered by the Directorsrepresenting the Company, and issued after abankvisa that is legallyauthorized to act as a stock issuer.Printing of stock certificates may also be exempted,butlog-in should be made with the centralized securities depository institution.	The stocks of the Company are generally registered, signed or stamped and numbered bymore than threeDirectors, and issued after a visaby the authority or the issuance and registration institution verified by the authority. The Company may issue shareswithout certificates, and such shares shall be registered with a central securities depository.	Amendments are made in line with Item I, Article 162 of the Company Act
Article 12-1	Shareholders'meetings of the Company can be held by video or other means announced by the central authority.		I. New articles II. In order to make the means to hold shareholder s' meetings more flexible, amendment s are made in line with Item I, Article 172- 2 of the Company Act
	central authority.
Article 14	The Company has sevento nine Directors, each with a tenure of three years, … (omitted). 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.	The Company has seven Directors, each with a tenure of three years, … (omitted). 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.	In line with the business need
Article 26	The Articles of Incorporation were enacted on August 3, 1976.......(omitted) The thirty- seventh amendment was made on July 20, 2021.The thirty-eighth amendment will be made on June 17, 2022.	The Articles of Incorporation were enacted on August 3, 1976.......(omitted) The thirty-seventh amendment was made on July 20, 2021.	Add the amendment date

(Attachment IV)

APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendments to the Rules of Procedure for Shareholders' Meetings

Content

Article ~~Content~~ Descripti ~~After Amendment Before Amendment~~ on Article 3 Unless otherwise provided by law or regulation, Unless otherwise provided by law or Amend the this Company's shareholders' meetings shall be regulation, this Company's shareholders' Article convened by the Board of Directors. meetings shall be convened by the Board of according The change of the means to hold the Company's Directors. to the shareholders' meetings shall be resolved by the regulation Board of Directors, and shall be made at the latest revision before the meeting notice of shareholders' The Company shall prepare electronic meetings is sent. versions of the shareholders meeting notice The Company shall prepare electronic versions and proxy forms, and the origins of and of the shareholders meeting notice and proxy explanatory materials relating to all forms, and the origins of and explanatory proposals, including proposals for materials relating to all proposals, including ratification, matters for discussion, or the proposals for ratification, matters for discussion, election or dismissal of directors or or the election or dismissal of directors or supervisors, and upload them to the Market supervisors, and upload them to the Market Observation Post System (MOPS) before Observation Post System (MOPS) before 30 days 30 days before the date of an annual before the date of an annual shareholders' shareholders' meeting or before 15 days meeting or before 15 days before the date of a before the date of a special shareholders' special shareholders' meeting. And it shall meeting. The Company shall prepare upload electronic versions of the meeting electronic versions of the shareholders' handbook and supplemental meeting data of a meeting agenda and supplemental meeting shareholders' meeting to MOPS 21 days before materials and upload them to the MOPS the date of an annual shareholders' meeting or 15 before 21 days before the date of an annual days before the date of a special shareholders' shareholders' meeting or before 15 days meeting. However, if the Company’s paid-in before the date of the special shareholders' capital at the end of the most recent fiscal year is meeting. 15 days before the date of the more than NT$10 billion, or the Company holds shareholders' meeting, the Company shall an annual shareholders' meeting in the most also have prepared the shareholders' recent fiscal year, and the total shareholding ratio meeting agenda and supplemental meeting of foreign and mainland capital recorded in the materials and made them available for shareholder register is more than 30%, the review by shareholders at any time and - transmission of pre opened electronic files shall display them in the Company and the be completed 30 days before the annual professional stock agency appointed by the shareholders' meeting. 15 days before the date of Company. The Company shall also the shareholders' meeting, the Company shall distribute them on the venue. also have prepared the shareholders' meeting handbook and supplemental meeting materials, make them available for review by shareholders at any time and display them in the Company and the professional stock agency appointed by the Company. The Company shall make the meeting handbook and supplemental meeting materials mentioned in the preceding paragraph available for review by shareholders in the following way on the date of the shareholders' meeting: I. On the date of a substantive shareholders' meeting, the Company shall distribute them on the venue. II. On the date of a video assisted shareholders' meeting, the Company shall The cause or subject of a shareholders' distribute them on the venue and upload meeting to be convened shall be indicated the electronic files to the video meeting in the individual notice to be given to platform. shareholders; and the notice may, as an III. On the date of a video shareholders' alternative, be given by means of electronic meeting, the Company shall upload transmission, after obtaining a prior consent electronic files to the video meeting from the recipient thereof. platform. Election or dismissal of Directors of Board The cause or subject of a shareholders' meeting or supervisors, amendments to the Articles to be convened shall be indicated in the of Incorporation, reduction of capital, individual notice to be given to shareholders; and application for the approval of ceasing its the notice may, as an alternative, be given by status as a public company, the approval of

Article	~~Content~~	~~Content~~	Descripti on
	~~After Amendment~~	~~Before Amendment~~
	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. The Board of Directors may not list a proposal put forward by shareholders which has one of the circumstances in the paragraphs of Article 172-1 to 4 of the Company Act. Shareholders may put forward proposals urging the Company to promote public interests or fulfill its social responsibilities. The procedure shall be in 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.	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. The Board of Directors may not list a proposal put forward by shareholders which has one of the circumstances in the paragraphs of Article 172-1 to 4 of the Company Act. Shareholders may put forward proposals urging the Company to promote public interests or fulfill its social responsibilities. The procedure shall be in 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.

Article	~~Content~~	~~Content~~	Descripti on
	~~After Amendment~~	~~Before Amendment~~
Article 4	Shareholders may provide the power of attorney printed and issued by the Company at each shareholders' meeting, which records the scope of authorization, and entrust a proxy to attend the shareholders' meeting. 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. After the power of attorney is delivered to the Company, shareholders who tend to attend the shareholders'meeting by video conferencing shall, two days before the date of the shareholders'meeting, send a written notice of revoking entrustment to the Company; in the event of delayed revocation, the voting right exercised by the proxy present shall prevail.	Shareholders may provide the power of attorney printed and issued by the Company at each shareholders' meeting, which records the scope of authorization, and entrust a proxy to attend the shareholders' meeting. 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.	Amend the Article according to the regulation revision
Article 5	(Principles for the Place and Time of Shareholders'Meetings) The venue for a shareholders' meeting shall be the premises of the Company, 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. The venue for a video shareholders'meeting of the Company is not limited by the place of the meeting prescribed in the preceding paragraph.	The venue for a shareholders' meeting shall be the premises of the Company, 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.	Amend the Article according to the regulation revision
Article 6	(Preparation of documents such as signature book) The Company shall, in the meeting notice, specify the time and place for registration by shareholders, solicitors, and entrusted agents (hereinafter referred to as shareholders), as well as other matters needing attention. Handling of shareholder registration 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.Registration shall be handled on the video meeting platform of shareholders' meetings thirty minutes before the meeting begins. Shareholders who have completed registration shall be deemed to attend shareholders'meetings in person. Shareholdersshall 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 specify the time and place for shareholder registration as well as other matters needing attention in the meeting notice. 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 shareholdersthemselves 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.	Amend the Article according to the regulation revision

Article	~~Content~~	~~Content~~	Descripti on
	~~After Amendment~~	~~Before Amendment~~
	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. Where a shareholders'meeting is held by video and a shareholder tends to attend the meeting by video conferencing, the shareholder shall register with the Company two days before the date of the shareholders'meeting. Where a shareholders'meeting is held by video, the Company shall upload the meeting handbook, annual report and other relevant data to the platform for the video shareholders' meeting at least thirty minutes before the commencement of the meeting, and continue disclosing till the close of the meeting.	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.
Article 6-1	(Holding video shareholders'meetings and convening to notify matters which shall be specified) Where the Company holds a video shareholders' meeting, it shall specify the following matters in the notice of convening the shareholders' meeting: I. Methods for shareholders to participate in video meetings and exercise rights. II. Methods to deal with obstacles on the video meeting platform or in participation by video conferencing due to natural disasters, incidents or other force majeure events, at least including the following matters: (I) The meeting time needs to be postponed or renewed because the aforesaid obstacles cannot be eliminated continuously, and the meeting date needs to be postponed or renewed. (II) Shareholders who have not registered participation in original shareholders' meetings by video conferencing shall not participate in postponed or renewed meetings. (III) Where a video assisted shareholders' meeting is held and it is unable to renew the video meeting, the shareholders' meeting shall continue if the total attendance shares, minus the number of attendance shares represented by shareholders who participate in the shareholders' meeting by video conferencing, meets the legal quorum for a shareholders'meeting. The number of shares represented by shareholders attending by video conferencing shall be included in the total number of shares represented by present shareholders, which	(This article is added)	Amend the Article according to the regulation revision
	I. II.
	(I)




	(II)




	(III)

Article		~~Content~~	~~Content~~	Descripti on
		~~After Amendment~~	~~Before Amendment~~
		are deemed as waiver of all proposals of this shareholders'meeting. Handling methods for circumstances where all proposals have been declared results, but there are no extempore motions. Where a video shareholders'meeting is held, adequate alternative measures provided for shareholders who have difficulty participating in the shareholders' meeting by video conferencing shall be specified.

	(IV)



	III.
Article 8	(Audio or video evidence of the proceedings of shareholders'meetings) The Company shall make uninterrupted audio and video recording starting from the attendance registrations, the proceedings of the shareholders' meeting, the voting, and to vote-counting 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. Where the Company's shareholders'meeting is held by video, the registration, check-in, report for duty, questioning, voting and company vote counting results of shareholders shall be recorded and kept, and the video meeting shall be continuously recorded and video recorded. The foregoing data, audio and video shall be properly stored during the existence of the Company. The audio and video shall be kept by the proxy handling video meeting affairs. Where the shareholders'meeting is held by video, the Company should make audio and video recording of the background operation interface of the video meeting platform.		The Company shall make uninterrupted audio and video recording starting from the attendance registrations, the proceedings of the shareholders' meeting, the voting, and to vote-counting 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.	Amend the Article according to the regulation revision
Article 9	The participation and voting by shareholders shall be duly calculated based on the number of shares they hold. The number of shares in attendance shall be calculated according to the shares indicated by the signature book or sign-in cards handed inand the number of shares reported on the video meeting platform, plus the number of shares whose voting rights are exercised by written or electronic form. 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. If the attending shareholders still represent not more than one-third of the total number of issued shares after two postponements, the Chair shall declare the meeting adjourned; if the shareholders'meeting is held by video, the Company shall announce the meeting adjourned on the video meeting platform for the shareholders'meeting. If a quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent more than one-		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	Amend the Article according to the regulation revision

Article	~~Content~~	~~Content~~	Descripti on
	~~After Amendment~~	~~Before Amendment~~
	third of the total number of issued shares, a tentative resolution may be adopted pursuant to Item I, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be held within 1 month; shareholders shall register with the Company again pursuant to Article 6 where the shareholders'meeting is held by video and shareholders tend to attend by video conferencing. 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.	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.
Article 11	(Shareholders'speech) An attending shareholder shall issue and submit a slip of paper before speaking. The slip of paper 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 Chair 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. 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. Where a shareholders'meeting is held by video, shareholders attending by video conferencing may raise questions by words on the video meeting platform for the shareholders'meeting after the Chair declares the meeting commencing and before the Chair declares the meeting closed. The number of questions for each proposal shall not exceed twice, each limited by two hundred characters, which does not apply the provisions of Items I to V. Where the questions mentioned in the preceding paragraph do not violate or exceed the scope of proposal, the Company may disclose the questions on the video meeting platform for shareholders'meetings to make them well known.	An attending shareholder shall issue and submit a slip of paper before speaking. The slip of paper 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 Chair 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. 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.	Amend the Article according to the regulation revision

Article		~~Content~~	~~Content~~	Descripti on
		~~After Amendment~~	~~Before Amendment~~
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 Item II, 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. After the shareholders exercise their voting rights in writing or electronic means, if they want to attend the shareholders' meeting in personor by video conferencing,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	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 Item II, 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. 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.	Amend the Article according to the regulation revision

Article	~~Content~~	~~Content~~	Descripti on
	~~After Amendment~~	~~Before Amendment~~
	the spot and shall be recorded into the minutes of the meeting. When the Company holds a shareholders' meeting by video, shareholders participating by video conferencing shall vote on various proposals and election proposals through the video meeting platform before the Chair announces the close of voting, and shall be deemed as waiver if overdue. Where a shareholders'meeting is held by video, the votes shall be counted at one time after the Chair announces the close of voting, and the voting and election results shall be announced. When the Company holds a video assisted shareholders'meeting, shareholders who have registered to attend shareholders'meeting by video conferencing according to Article 6 and intend to attend the substantive shareholders' meeting in person shall revoke registration in the way same as registration two days before the shareholders'meeting is held; in the event of delayed revocation, they can only attend the shareholders'meeting by video conferencing. Those who exercise the voting right in written or electronic form, have not revoked their declaration of will and participate in the shareholders'meeting by video conferencing shall not exercise the voting right to the original proposal, amend the original proposal or exercise the voting right to amendments to the original proposal.	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 15	The resolutions of the shareholders' meeting shall be made into minutes, which shall be signed or sealed by the Chair, and the Chair shall distribute the minutes to all shareholders within 20 days after 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. 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. Where a shareholders'meeting is held by video, in addition to the matters mentioned in the preceding paragraph, its minutes shall record the starting and ending time of the meeting, the method of holding the meeting, the name of the Chair and the recorder, and the handling method and situation where the video meeting platform or participation by video conferencing is blocked due to natural disasters, incidents or other force majeure events. When the Company holds a shareholders' meeting by video, in addition to handling pursuant to the foregoing provisions, the minutes shall specify alternative measures provided for shareholders who have difficulty participating in the shareholders'meeting by video conferencing.	The resolutions of the shareholders' meeting shall be made into minutes, which shall be signed or sealed by the Chair, and the Chair shall distribute the minutes to all shareholders within 20 days after 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. 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.	Amend the Article according to the regulation revision
Article 16	(External announcement) On the day of a shareholders meeting, the Company shall compile in the prescribed format, a statistical statement of the number of shares obtained by solicitors through solicitation, the	On the day of a shareholders meeting, the Company shall compile in the prescribed format, a statistical statement of the number of shares obtained by solicitors through	Amend the Article according to the regulation

Article		~~Content~~	Descripti on
	~~After Amendment~~	~~Before Amendment~~
	number of shares represented by proxies	solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place 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.	revision
Article 19	(Information disclosure of video meetings) Where a shareholders'meeting is held by video, the Company shall disclose the voting results of various proposals and election results in real time on the video meeting platform for the shareholders'meeting in accordance with regulations, and shall continue to disclose for at least fifteen minutes after the Chair declares the meeting adjourned.	This rule shall be implemented after approved at the shareholders'meeting, and its amendments shall apply the same.	Amend the Article according to the regulation revision The number of original articles is adjusted.
Article 20	(Location of the Chair and recorder of video shareholders'meetings) When the Company holds a video shareholders' meeting, the Chair and recorder shall be located in the same domestic place. The Chair shall declare the address of this place at the meeting time.	(This article is added)	Amend the Article according to the regulation revision
Article 21	(Treatment of disconnection) Where a shareholders'meeting is held by video, the Company may provide shareholders with a simple online test before the meeting, and provide relevant services in real time before the meeting and during the meeting to assist in handling technical problems of communication. Where a shareholders'meeting is held by video, the Chair shall declare while declaring the commencement of the meeting, the meeting date shall be postponed or renewed within five days, which is not applicable to the provision of Article 182 of the Company Act, when the video meeting platform or participation by video conferencing is blocked for more than thirty minutes due to natural disasters, incidents or other force majeure events before the Chair declares the meeting adjourned, except for the cases in which there is no need to postpone or continue the meeting as stipulated in Item IV, Article 44-20 of the Standards for the Handling of Shares of Public Offering Companies. In the event of the aforementioned postpone or renewal of the meeting, shareholders who have not registered participation in the original shareholders'meeting by video conferencing	(This article is added)	Amend the Article according to the regulation revision

Article	~~Content~~	~~Content~~	Descripti on
	~~After Amendment~~	~~Before Amendment~~
	shall not participate in the postponed or renewed meeting. In the event of the postpone or renewal of the meeting under Item II, if a shareholder who has registered participation in the original shareholders'meeting by video conferencing and completed registration fails to participate in the postponed or renewed meeting, its number of shares attended, voting rights and election rights exercised at the original shareholders'meeting shall be included in the total number of shares, voting rights and election rights of shareholders attending the postponed or renewed meeting. At the time of handling the postponed or renewed shareholders'meeting under Item II, there is no need to discuss or resolve on proposals which have been voted on, whose votes have been counted and whose voting results have been declared or the list of Directors. When the Company holds a video assisted shareholders'meeting and it is unable to renew the video meeting at the occurrence of Item II, but the total number of attending shares minus the number of attending shares by video conferencing still meets the legal quorum for a shareholders'meeting, the shareholders'meeting shall continue without postpone or renewal pursuant to Item II. In the event of continued meeting referred to in the preceding paragraph, the number of attending shares of shareholders who attend the shareholders'meeting by video conferencing shall be included in the total number of shares of attending shareholders. But it is deemed as a waiver of all proposals at this shareholders' meeting. Where the Company postpones or renews the meeting pursuant to Item II, it shall handle related pre-work according to the date of the original shareholders'meeting and the provisions of this article, pursuant to Item VII, Article 44- 20 of the Standards for the Handling of Shares of Public Offering Companies. During the period specified in the later paragraph, Article 12 of Rules of Proxy for Public Offering Companies to Attend Shareholder Meetings, Item II, Article 44-5, Article 44-15 and Item I, Article 44-17 of the Standards for the Handling of Shares of Public Offering Companies, the Company shall postpone or renew the date of the shareholders' meeting in accordance with the provisions of Item II.
Article 22	(Treatment of digital divide) When the Company holds a video shareholders' meeting, it shall provide adequate alternative measures for shareholders who have difficulty participating in the shareholders'meeting by video conferencing.	(This article is added)	Amend the Article according to the regulation revision
Article 23	This rule shall be implemented after approved at the shareholders' meeting, and its amendments shall apply the same.	This rule shall be implemented after approved at the shareholders' meeting, and its amendments shall apply the same.	In line with this amendment of articles, the number of articles is adjusted.

(Attachment V)

APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendments to the Procedure for acquiring or Disposing of Assets

Content

	acquiring or Disposing of Assets	acquiring or Disposing of Assets	acquiring or Disposing of Assets
	Content
Article				Description
		After Amendment	Before Amendment
Article 7		In view of the evaluation report obtained by the Company or the opinions of accountants, lawyers or securities underwriters, the professional evaluator and its evaluation personnel, accountant, lawyer or securities underwriter shall conform to the following provisions: I. Having never been sentenced to imprisonment for more than one year due to violating this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Commercial Accounting Act, or committing fraud, breach of trust, embezzlement, forgery of documents, or business crimes. However, this does not apply to those who have completed the execution, whose probation has expired, or three years after the pardon. II. They shall not be related or essentially related to the parties to the transaction. III. If the Company shall obtain the evaluation report from more than two professional evaluators, different professional evaluators or evaluation personnel shall not be mutually related or essentially related. When issuing the evaluation report or opinions, the aforesaid personnel shall handle in accordance withthe self- discipline regulations of each trade association to which it belongsand the following matters: I. Before undertaking cases, they shall prudently evaluate their own professional ability, practice experience and independency. II. Whenexecutingcases, they shall duly plan and execute appropriate operation processes to form conclusions and issue reports or opinions on the grounds of the same; and detail the procedures, collected data and conclusions in the case working papers. III. Theappropriatenessand rationality of data sources, parameters and information used shall be gradually evaluated as the basis for issuing evaluation reports or opinions. IV. Declared matters should include relevant personnel possessing professionality and independency, used information evaluated being appropriate andrational, and abiding by relevant laws.	In view of the evaluation report obtained by the Company or the opinions of accountants, lawyers or securities underwriters, the professional evaluator and its evaluation personnel, accountant, lawyer or securities underwriter shall conform to the following provisions: I. Having never been sentenced to imprisonment for more than one year due to violating this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Commercial Accounting Act, or committing fraud, breach of trust, embezzlement, forgery of documents, or business crimes. However, this does not apply to those who have completed the execution, whose probation has expired, or three years after the pardon. II. They shall not be related or essentially related to the parties to the transaction. III. If the Company shall obtain the evaluation report from more than two professional evaluators, different professional evaluators or evaluation personnel shall not be mutually related or essentially related. When issuing the evaluation report or opinions, the aforesaid personnel shall handle in accordance with the following matters: I. Before undertaking cases, they shall prudently evaluate their own professional ability, practice experience and independency. II. Whenreviewingcases, they shall duly plan and execute appropriate operation processes to form conclusions and issue reports or opinions on the grounds of the same; and detail the procedures, collected data and conclusions in the case working papers. III. Thecompleteness, accuracyand rationality of data sources, parameters and information used shall be gradually evaluated as the basis for issuing evaluation reports or opinions. IV. Declared matters should include relevant personnel possessing professionality and independency, used information evaluated being rationaland accurate,and abiding by relevant laws.	The content of relevant articles is amended and adjusted in line with laws.

Article	Content	Content	Description
	After Amendment	Before Amendment
Article 8	Procedures for acquiring or disposing of real estate, equipment or their right-of-use assets I. Evaluation and operation procedures: Where the Company acquires or disposes of real estate, equipment or their right-of-use assets, the relevant method to decide prices, reference basis, transaction process, etc. are handled pursuant to the Company's relevant approval authority and operating specifications. II. Transaction conditions and authorized quota, level (I) The price for acquiring or disposing of real estate or its right-of-use asset shall be resolved with reference to the announced present value, appraised value, actual transaction price of adjacent real estate, etc. The analysis report shall be submitted to the relevant person in charge according to the Company's approval authority after made. (II) Equipment or its right-of-use asset shall be obtained or disposed of by inquiry, comparison of price, discussion of price or tender. Its transaction amount shall be handled according to the Company's approval authority. (III) Authorized quota, level 1. For business use: handle according to the Company's relevant approval authority and operation specifications. 2. Not for business use: (1) Where there is no need to announce and declare the single transaction amount, it shall be handled according to the Company's relevant approval authority and operation specifications. (2) Where it needs to announce and declare the single transaction amount, it shall be handled after approved by the Audit Committee and resolved by the Board of Directors. III. Executing unit When the Company acquires or disposes of real estate, equipment or their right-of-use assets, the use department and relevant administrative unit shall execute it after submission for approval pursuant to the foregoing approval procedure. IV. Evaluation report Where the Company acquires or disposes of real estate, equipment or their right-of-use assets, the evaluation report issued by a professional evaluator shall be obtained before the date of the fact if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or	Procedures for acquiring or disposing of real estate, equipment or their right-of-use assets I. Evaluation and operation procedures: Where the Company acquires or disposes of real estate, equipment or their right-of-use assets, the relevant method to decide prices, reference basis, transaction process, etc. are handled pursuant to the Company's relevant approval authority and operating specifications. II. Transaction conditions and authorized quota, level (I) The price for acquiring or disposing of real estate or its right-of-use asset shall be resolved with reference to the announced present value, appraised value, actual transaction price of adjacent real estate, etc. The analysis report shall be submitted to the relevant person in charge according to the Company's approval authority after made. (II) Equipment or its right-of-use asset shall be obtained or disposed of by inquiry, comparison of price, discussion of price or tender. Its transaction amount shall be handled according to the Company's approval authority. (III) Authorized quota, level 1. For business use: handle according to the Company's relevant approval authority and operation specifications. 2. Not for business use: (1) Where there is no need to announce and declare the single transaction amount, it shall be handled according to the Company's relevant approval authority and operation specifications. (2) Where it needs to announce and declare the single transaction amount, it shall be handled after approved by the Audit Committee and resolved by the Board of Directors. III. Executing unit When the Company acquires or disposes of real estate, equipment or their right-of-use assets, the use department and relevant administrative unit shall execute it after submission for approval pursuant to the foregoing approval procedure. IV. Evaluation report Where the Company acquires or disposes of real estate, equipment or their right-of-use assets, the evaluation report issued by a professional evaluator shall be obtained before the date of the fact if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or	The content of relevant articles is amended and adjusted in line with laws.

Article	Content	Content	Description
	After Amendment	Before Amendment
	more, except for transactions with domestic government agencies, self- contracted construction, leased construction, or acquisition or disposal of equipment for business use or its right-to-use assets, and the following provisions shall be met: (I) When a limited price, specific price or special price shall be taken as the reference basis for the transaction price due to special reasons, the transaction shall be approved by the Audit Committee first and resolved by the Board of Directors; the same shall apply to future changes in transaction conditions. (II) If the transaction amount reaches more than NT$1 billion, more than two professional evaluators shall be hired for evaluation. (III) Accountants shall be hired to express specific opinions on the reason for the difference and the fairness of the transaction price where one of the following circumstances occurs to the evaluation result of the professional evaluator, unless the evaluation results of the acquired assets are higher than the transaction amount, or the evaluation results of the disposed assets are all lower than the transaction amount: 1. The difference between the evaluation result and the transaction amount reaches more than 20% of the transaction amount. 2. The difference among evaluation results of more than two professional evaluators reaches more than 10% of the transaction amount. (IV) The date for professional evaluators to issue reports shall not be three months later than the date of establishing the contract. However, if the announced present value of the same period applies and it is not six months overdue, the original professional evaluator shall issue opinions. (V) Where the Company acquires or disposes of assets through the court auction process, the evidential document issued by the court may replace the evaluation report or accountant's opinions. Where construction business fails to obtain the evaluation report real-time with justified reasons except for a limited price, specific price or special price adopted as the reference basis for the transaction price, the evaluation report shall be acquired within two weeks from the date of the fact, and the accountant's opinions referred to in the	more, except for transactions with domestic government agencies, self- contracted construction, leased construction, or acquisition or disposal of equipment for business use or its right-to-use assets, and the following provisions shall be met: (I) When a limited price, specific price or special price shall be taken as the reference basis for the transaction price due to special reasons, the transaction shall be approved by the Audit Committee first and resolved by the Board of Directors; the same shall apply to future changes in transaction conditions. (II) If the transaction amount reaches more than NT$1 billion, more than two professional evaluators shall be hired for evaluation. (III) Accountants shall be hired to handle pursuant to the provision No. 20 of Auditing Standards Bulletin issued by Corporate Body Accounting Research and Development Foundation of the Republic of China (hereinafter referred to as Accounting Research and Development Foundation) andexpress specific opinions on the reason for the difference and the fairness of the transaction price where one of the following circumstances occurs to the evaluation result of the professional evaluator, unless the evaluation results of the acquired assets are higher than the transaction amount, or the evaluation results of the disposed assets are all lower than the transaction amount: 1. The difference between the evaluation result and the transaction amount reaches more than 20% of the transaction amount. 2. The difference among evaluation results of more than two professional evaluators reaches more than 10% of the transaction amount. (IV) The date for professional evaluators to issue reports shall not be three months later than the date of establishing the contract. However, if the announced present value of the same period applies and it is not six months overdue, the original professional evaluator shall issue opinions. (V) Where the Company acquires or disposes of assets through the court auction process, the evidential document issued by the court may replace the evaluation report or accountant's opinions. Where construction business fails to obtain the evaluation report real-time with justified reasons except for a limited price, specific price or special

Article		Content	Content	Description
		After Amendment	Before Amendment
		preceding (III)within two weeks from the date of acquiring the evaluation report.	price adopted as the reference basis for the transaction price, the evaluation report and the accountant's opinions referred to in the preceding (III) shall be acquired within two weeks from the date of the fact.
Article 9	Procedures for acquiring or disposing of negotiable securities I. Evaluation and operation procedures: Where the Company acquires or disposes of negotiable securities, the relevant method to decide prices, reference basis, transaction process, etc. are handled pursuant to the Company's relevant approval authority and operating specifications. Investments in the Chinese mainland shall be handled pursuant to the provisions of Investment Review Committee of the Ministry of Economic Affairs. Where the Company acquires or disposes of negotiable securities, it shall acquire the most recent accountant reviewed or checked financial statements of the target company as reference for evaluating the transaction price. II. Authorized quota, level (I) Where negotiable securities are traded on a centralized exchange or the business premises of a securities firm, the relevant administrative unit shall analyze and decide it according to the market situation: 1. Where there is no need to announce and declare the single transaction amount, it shall be handled according to the Company's relevant approval authority and operation specifications. 2. Where it needs to announce and declare the single transaction amount, it shall be handled after approved by the Audit Committee and resolved by the Board of Directors. (II) Where negotiable securities are not traded on a centralized exchange or the business premises of a securities firm, its net value per share, profitability and future development potential should be taken into account: 1. Where there is no need to announce and declare the single transaction amount, it shall be handled according to the Company's relevant approval authority and operation specifications. 2. Where it needs to announce and declare the single transaction amount, it shall be handled after approved by the Audit Committee and resolved by the Board of Directors.		Procedures for acquiring or disposing of negotiable securities I. Evaluation and operation procedures: Where the Company acquires or disposes of negotiable securities, the relevant method to decide prices, reference basis, transaction process, etc. are handled pursuant to the Company's relevant approval authority and operating specifications. Investments in the Chinese mainland shall be handled pursuant to the provisions of Investment Review Committee of the Ministry of Economic Affairs. Where the Company acquires or disposes of negotiable securities, it shall acquire the most recent accountant reviewed or checked financial statements of the target company as reference for evaluating the transaction price. II. Authorized quota, level (I) Where negotiable securities are traded on a centralized exchange or the business premises of a securities firm, the relevant administrative unit shall analyze and decide it according to the market situation: 1. Where there is no need to announce and declare the single transaction amount, it shall be handled according to the Company's relevant approval authority and operation specifications. 2. Where it needs to announce and declare the single transaction amount, it shall be handled after approved by the Audit Committee and resolved by the Board of Directors. (II) Where negotiable securities are not traded on a centralized exchange or the business premises of a securities firm, its net value per share, profitability and future development potential should be taken into account: 1. Where there is no need to announce and declare the single transaction amount, it shall be handled according to the Company's relevant approval authority and operation specifications. 2. Where it needs to announce and declare the single transaction amount, it shall be handled after approved by the Audit Committee and resolved by the Board of Directors.	The content of relevant articles is amended and adjusted in line with laws.

Article	Content	Content		Description
	After Amendment		Before Amendment
	(III) In the event of participation in the initial establishment of a subsidiary by a subscriber, it shall be handled according to the Company's relevant approval authority and operation specifications in addition to relevant laws. Priced securities of the subsidiary shall be acquired or disposed of pursuant to the foregoing (I) and (II). III. Executing unit When the Company acquires or disposes of negotiable securities, the relevant administrative unit shall execute it after submission for approval pursuant to the foregoing approval procedure. IV. Expert's opinions (I) An accountant shall be hired to express opinions on the rationality of the transaction price before the date of the fact if the transaction amount reaches 20% of the Company's paid- in capital or NT$300 million or more. However, this is not the case where the negotiable securities have public quotations in the active market or it is otherwise stipulated by the competent authority. (II) Where the Company acquires or disposes of assets through the court auction process, the evidential document issued by the court may replace the evaluation report or accountant's opinions.	(III) III. IV. (I) (II)	In the event of participation in the initial establishment of a subsidiary by a subscriber, it shall be handled according to the Company's relevant approval authority and operation specifications in addition to relevant laws. Priced securities of the subsidiary shall be acquired or disposed of pursuant to the foregoing (I) and (II). Executing unit When the Company acquires or disposes of negotiable securities, the relevant administrative unit shall execute it after submission for approval pursuant to the foregoing approval procedure. Expert's opinions An accountant shall be hired to express opinions on the rationality of the transaction price before the date of the fact if the transaction amount reaches 20% of the Company's paid- in capital or NT$300 million or more. If the accountant needs an expert's report, it shall be handled pursuant to the provision No. 20 of Auditing Standards Bulletin issued by Accounting Research and Development Foundation.However, this is not the case where the negotiable securities have public quotations in the active market or it is otherwise stipulated by the competent authority. Where the Company acquires or disposes of assets through the court auction process, the evidential document issued by the court may replace the evaluation report or accountant's opinions.
Article 10	Procedures for acquiring or disposing of intangible assets or their right-of-use assets or membership cards I. Evaluation and operation procedures: Where the Company acquires or disposes of intangible assets or their right-of-use assets or membership cards, it shall be handled pursuant to the Company's relevant approval authority and operating specifications. II. Authorized quota, level (I) Acquiring or disposing of a membership card: refer to the fair market price and resolve the transaction conditions and transaction price. 1. If the single transaction amount is less than NT$5 million and the cumulative transaction amount is less than NT$50 million, it should be handled after approved by the Chairman of the Board. 2. If the single transaction amount exceeds NT$5 million and the cumulative transaction amount exceeds NT$50 million, it should	Procedures for acquiring or disposing of intangible assets or their right-of-use assets or membership cards I. Evaluation and operation procedures: Where the Company acquires or disposes of intangible assets or their right-of-use assets or membership cards, it shall be handled pursuant to the Company's relevant approval authority and operating specifications. II. Authorized quota, level (I) Acquiring or disposing of a membership card: refer to the fair market price and resolve the transaction conditions and transaction price. 1. If the single transaction amount is less than NT$5 million and the cumulative transaction amount is less than NT$50 million, it should be handled after approved by the Chairman of the Board. 2. If the single transaction amount exceeds NT$5 million and the cumulative transaction amount exceeds NT$50 million, it should		The content of relevant articles is amended and adjusted in line with laws.

Article	Content	Content	Description
	After Amendment	Before Amendment
	be reported at the next meeting of the Audit Committee and Directors in addition to approval by the Chairman of the Board. 3. If the single transaction amount or the cumulative transaction amount shall be declared, it can be handled after approved by the Audit Committee and resolved by the Board of Directors. (II) Acquiring or disposing of intangible assets or their right-of-use assets: After an analysis report is made with reference to the relevant appraisal report or market status, where the transaction amount is less than NT$50 million, the transaction conditions and price shall be submitted to the Chairman of the Board for verification; where the transaction amount exceeds NT$50 million, it shall be reported at the next meeting of the Audit Committee and Directors in addition to submission to the Chairman of the Board for verification; where the single transaction amount or cumulative transaction amount shall be declared, it can be handled after approved by the Audit Committee and resolved by the Board of Directors. III. Executing unit When the Company acquires or disposes of intangible assets or their right-of-use assets or membership cards, the use department and relevant administrative unit shall execute it after submission for approval pursuant to the foregoing approval procedure. IV. Expert's opinions (I) Where the transaction amount in the Company's acquiring or disposing of intangible assets or their right-of-use assets or membership cards reaches 20% of the Company's paid-in capital or NT$300 million or more, except for transaction with domestic government authorities, an accountant shall be hired to express opinions on the rationality of the transaction price before the date of the fact. (II) Where the Company acquires or disposes of assets through the court auction process, the evidential document issued by the court may replace the evaluation report or accountant's opinions.	be reported at the next meeting of the Audit Committee and Directors in addition to approval by the Chairman of the Board. 3. If the single transaction amount or the cumulative transaction amount shall be declared, it can be handled after approved by the Audit Committee and resolved by the Board of Directors. (II) Acquiring or disposing of intangible assets or their right-of-use assets: After an analysis report is made with reference to the relevant appraisal report or market status, where the transaction amount is less than NT$50 million, the transaction conditions and price shall be submitted to the Chairman of the Board for verification; where the transaction amount exceeds NT$50 million, it shall be reported at the next meeting of the Audit Committee and Directors in addition to submission to the Chairman of the Board for verification; where the single transaction amount or cumulative transaction amount shall be declared, it can be handled after approved by the Audit Committee and resolved by the Board of Directors. III. Executing unit When the Company acquires or disposes of intangible assets or their right-of-use assets or membership cards, the use department and relevant administrative unit shall execute it after submission for approval pursuant to the foregoing approval procedure. IV. Expert's opinions (I) Where the transaction amount in the Company's acquiring or disposing of intangible assets or their right-of-use assets or membership cards reaches 20% of the Company's paid-in capital or NT$300 million or more, except for transaction with domestic government authorities, an accountant shall be hired to express opinions on the rationality of the transaction price before the date of the fact.The accountant shall handle it pursuant to the provision No. 20 of Auditing Standards Bulletin issued by Accounting Research and Development Foundation. (II) Where the Company acquires or disposes of assets through the court auction process, the evidential document issued by the court may replace the evaluation report or accountant's opinions.
Article 11	Procedures for handling related party transaction I. A professional evaluator's evaluation report or accountant's opinions shall be acquired pursuant to Articles 8 to 10 where the transaction amount	Procedures for handling related party transaction I. A professional evaluator's evaluation report or accountant's opinions shall be acquired pursuant to Articles 8 to 10 where the transaction amount	The content of relevant articles is amended and adjusted in line with

Article	Content	Content	Description
	After Amendment	Before Amendment
	reaches 10% of the Company's total assets or more, in addition to handling relevant resolution procedures and appraising the rationality of transaction conditions pursuant to Articles 8 to 10, where the Company and related parties acquire or dispose of assets or their right-of-use assets. Besides, the essential relationship shall be considered in addition to paying attention to legal forms when it is judged whether the trading partner is a related party. The foregoing transaction amount shall be calculated pursuant to Article 10-1. II. Evaluation and operation procedures: Where the Company acquires or disposes of real estate or its right-of- use asset from a related party, or the Company acquires or disposes of assets other than real estate or its right- of-use asset with a related party and the transaction amount reaches 20% of the paid-in capital of the Company, 10% of the total assets or NT$300 million or more, except for buying and selling domestic government bonds, bonds with repurchase and sell-back conditions, and purchasing or buying back money market funds issued by domestic securities investment trust enterprises, the transaction contract can be entered into and the funds can be paid only after the following materials are submitted to the Audit Committee and the Board of Directors for approval: (I) Purpose, necessity and expected benefit of acquired or disposed assets. (II) Reason for choosing the related party as the trading partner. (III) Relevant materials for appraising the rationality of prescribed transaction conditions pursuant to Paragraphs (I), (II) and (IV), Item III of this article in the event of acquiring real estate or its right-of-use asset from a related party. (IV) Original date and price of acquisition of the related party, trading partner and its relationship with the Company and the related party. (V) Estimate cash receipts and expenditures for each month of the next year starting from the contract month, and evaluate the necessity of the transaction and the rationality of the use of funds. (VI) Professional evaluator's evaluation report or accountant's opinions acquired pursuant to Item I of this article. (VII) Restrictive conditions of this transaction and other important covenants.	reaches 10% of the Company's total assets or more, in addition to handling relevant resolution procedures and appraising the rationality of transaction conditions pursuant to Articles 8 to 10, where the Company and related parties acquire or dispose of assets or their right-of-use assets. Besides, the essential relationship shall be considered in addition to paying attention to legal forms when it is judged whether the trading partner is a related party. The foregoing transaction amount shall be calculated pursuant to Article 10-1. II. Evaluation and operation procedures: Where the Company acquires or disposes of real estate or its right-of- use asset from a related party, or the Company acquires or disposes of assets other than real estate or its right- of-use asset with a related party and the transaction amount reaches 20% of the paid-in capital of the Company, 10% of the total assets or NT$300 million or more, except for buying and selling domestic government bonds, bonds with repurchase and sell-back conditions, and purchasing or buying back money market funds issued by domestic securities investment trust enterprises, the transaction contract can be entered into and the funds can be paid only after the following materials are submitted to the Audit Committee and the Board of Directors for approval: (I) Purpose, necessity and expected benefit of acquired or disposed assets. (II) Reason for choosing the related party as the trading partner. (III) Relevant materials for appraising the rationality of prescribed transaction conditions pursuant to Paragraphs (I), (II) and (IV), Item III of this article in the event of acquiring real estate or its right-of-use asset from a related party. (IV) Original date and price of acquisition of the related party, trading partner and its relationship with the Company and the related party. (V) Estimate cash receipts and expenditures for each month of the next year starting from the contract month, and evaluate the necessity of the transaction and the rationality of the use of funds. (VI) Professional evaluator's evaluation report or accountant's opinions acquired pursuant to Item I of this article. (VII) Restrictive conditions of this transaction and other important covenants.	laws.

Article		Content	Content		Description
		After Amendment		Before Amendment
	(I) (II) III. (I)	Where the Company and its subsidiary, or subsidiaries of which the Company directly or indirectly holds 100% of issued shares or total capital engage in the following transaction, the Board of Directors may authorize the Chairman of the Board to make a decision within a certain amount, and then submit it to the latest meeting of the Board of Directors for ratification: Acquiring or disposing of equipment used for business or its right-of-use asset. Acquiring or disposing of the right- of-use asset of real estate used for business. Where a subsidiary of the Company has conducted the transaction in Item I and the transaction amount reaches 10% of the Company's total assets or more, the Company may sign the transaction contract and pay funds after submitting the materials listed in Item I to the shareholders'meeting for approval. However, this is not the case where the Company and a subsidiary or its subsidiaries trade with each other. The amounts in Item I and in the preceding item are calculated pursuant to Paragraph VIII, Item I, Article 15, and the so-called within one year is one year before the date of this transaction fact. The part submitted to the shareholders'meeting and the Board of Directors for approval pursuant to this procedure shall not be re-calculated. Appraisal of the rationality of the transaction cost Where the Company acquires real estate or its right-of-use asset from a related party, the rationality of the transaction cost shall be evaluated by the following method: 1. Necessary capital interest and costs borne by the buyer in accordance with the law shall be added to the transaction price of the related party. The so-called necessary capital interest cost is calculated based on the weighted average interest rate of the borrowings in the year when the Company purchases the asset only if it is not higher than the highest borrowing rate for the non- financial sector announced by the Ministry of Finance. 2. If the related party has set up a mortgage loan with the financial institution with the target, the total value of loan evaluation of the	(I) (II) III. (I)	The transaction amount in the preceding item is calculated pursuant to Paragraph VIII, Item I, Article 15, and the so-called within one year is one year before the date of this transaction fact. The part submitted to the Board of Directors for approval pursuant to this procedure shall not be re-calculated. Where the Company and its subsidiary, or subsidiaries of which the Company directly or indirectly holds 100% of issued shares or total capital engage in the following transaction, the Board of Directors may authorize the Chairman of the Board to make a decision within a certain amount, and then submit it to the latest meeting of the Board of Directors for ratification: Acquiring or disposing of equipment used for business or its right-of-use asset. Acquiring or disposing of the right- of-use asset of real estate used for business. Appraisal of the rationality of the transaction cost Where the Company acquires real estate or its right-of-use asset from a related party, the rationality of the transaction cost shall be evaluated by the following method: 1. Necessary capital interest and costs borne by the buyer in accordance with the law shall be added to the transaction price of the related party. The so-called necessary capital interest cost is calculated based on the weighted average interest rate of the borrowings in the year when the Company purchases the asset only if it is not higher than the highest borrowing rate for the non- financial sector announced by the Ministry of Finance. 2. If the related party has set up a mortgage loan with the financial institution with the target, the total value of loan evaluation of the financial institution to the target, but the actual cumulative value of the financial institution's loan to the target should reach more than 70% of the loan evaluation value and the loan period has exceeded one year. It is not applicable if the

Article	Content	Content	Description
	After Amendment	Before Amendment
	financial institution to the target, but the actual cumulative value of the financial institution's loan to the target should reach more than 70% of the loan evaluation value and the loan period has exceeded one year. It is not applicable if the financial institution and one of the parties to the transaction are related parties. (II) The transaction cost of the land and the premises shall be appraised by any of the following methods listed in the preceding item, respectively, if the same target land and premises are purchased or let in consolidation. (III) Where the Company acquires real estate or its right-of-use asset from a related party, the real estate cost shall be appraised pursuant to Paragraphs (I) and (II), Item III of this article, and an accountant shall be hired to review it and express specific opinions. (IV) Where the Company acquires real estate or its right-of-use asset from a related party, and the appraisal result under Paragraphs (I) and (II), Item III of this article is less than the transaction price, it shall be handled pursuant to Paragraph (V), Item III of this article. However, this is not the case where the following circumstances occur, and objective evidence is put forward and specific opinions on the rationality issued by professional real estate evaluators and accountants are acquired: 1. The related party which acquires prime land or leased land for further construction may provide evidence proving to meet one of the following conditions: (1) The prime land is appraised by the methods stipulated in Paragraphs (I) and (II), Item III of this article, and in view of the premises, reasonable construction profits are added to the construction cost of the related party. The total amount exceeds the actual transaction price. The so- called reasonable construction profits shall be calculated based on the lower of the average operating gross profit margin of related party construction department in the last three years or the latest gross profit margin of the construction industry announced by the Ministry of Finance. (2) Other non-related transactions within one year on other floors of the same target premises or	financial institution and one of the parties to the transaction are related parties. (II) The transaction cost of the land and the premises shall be appraised by any of the following methods listed in the preceding item, respectively, if the same target land and premises are purchased or let in consolidation. (III) Where the Company acquires real estate or its right-of-use asset from a related party, the real estate cost shall be appraised pursuant to Paragraphs (I) and (II), Item III of this article, and an accountant shall be hired to review it and express specific opinions. (IV) Where the Company acquires real estate or its right-of-use asset from a related party, and the appraisal result under Paragraphs (I) and (II), Item III of this article is less than the transaction price, it shall be handled pursuant to Paragraph (V), Item III of this article. However, this is not the case where the following circumstances occur, and objective evidence is put forward and specific opinions on the rationality issued by professional real estate evaluators and accountants are acquired: 1. The related party which acquires prime land or leased land for further construction may provide evidence proving to meet one of the following conditions: (1) The prime land is appraised by the methods stipulated in Paragraphs (I) and (II), Item III of this article, and in view of the premises, reasonable construction profits are added to the construction cost of the related party. The total amount exceeds the actual transaction price. The so- called reasonable construction profits shall be calculated based on the lower of the average operating gross profit margin of related party construction department in the last three years or the latest gross profit margin of the construction industry announced by the Ministry of Finance. (2) Other non-related transactions within one year on other floors of the same target premises or adjacent regions have similar areas, and transaction conditions are equivalent after evaluation of the reasonable floor or regional price difference according to the practice of

Article	Content	Content	Description
	After Amendment	Before Amendment
	adjacent regions have similar areas, and transaction conditions are equivalent after evaluation of the reasonable floor or regional price difference according to the practice of real estate sales or leasing. 2. The Company testifies that the transaction conditions of the real estate purchased from a related party or real estate right-of-use asset acquired through lease are equivalent to other non-related party transaction cases in adjacent regions within one year, with similar areas. The principle of foregoing transaction cases in adjacent regions is based on the same or adjacent street profile and the distance from the transaction target less than 500 meters or similar current value of the announcement; the principle of the so-called similar areas is that the area of other non-related transaction cases shall not be less than 50% of the area of the transaction target; the so-called within one year is one year prior to the date of acquiring the real estate or its right-of-use asset. (V) Where the Company acquires real estate or its right-of-use asset from a related party, and the appraisal results under Paragraphs (I), (II) and (IV), Item III of this article are all less than the transaction price, the following matters shall be handled. 1. The Company shall withdraw special reserves in accordance with Item I, Article 41 of the Securities Transaction Act in view of the difference between the transaction price and the evaluated cost of the real estate or its right- of-use asset, and shall not distribute or increase capital allotment. Where the aforesaid events occur to the invested public offerings company commented by the Company by the equity method, the Company also shall withdraw special reserves according to the shareholding proportion pursuant to Item I, Article 41 of the Securities Transaction Act. 2. Independent directors of the Audit Committee shall be subject to Article 280 of the Company Act. 3. Points 1 and 2 circumstances in Paragraph (V), Item III of this article shall be submitted to the shareholders' meeting, and the transaction details shall be disclosed in the annual report and public manual. Where the Company and the	real estate sales or leasing. 2. The Company testifies that the transaction conditions of the real estate purchased from a related party or real estate right-of-use asset acquired through lease are equivalent to other non-related party transaction cases in adjacent regions within one year, with similar areas. The principle of foregoing transaction cases in adjacent regions is based on the same or adjacent street profile and the distance from the transaction target less than 500 meters or similar current value of the announcement; the principle of the so-called similar areas is that the area of other non-related transaction cases shall not be less than 50% of the area of the transaction target; the so-called within one year is one year prior to the date of acquiring the real estate or its right-of-use asset. (V) Where the Company acquires real estate or its right-of-use asset from a related party, and the appraisal results under Paragraphs (I), (II) and (IV), Item III of this article are all less than the transaction price, the following matters shall be handled. 1. The Company shall withdraw special reserves in accordance with Item I, Article 41 of the Securities Transaction Act in view of the difference between the transaction price and the evaluated cost of the real estate or its right-of-use asset, and shall not distribute or increase capital allotment. Where the aforesaid events occur to the invested public offerings company commented by the Company by the equity method, the Company also shall withdraw special reserves according to the shareholding proportion pursuant to Item I, Article 41 of the Securities Transaction Act. 2. Independent directors of the Audit Committee shall be subject to Article 280 of the Company Act. 3. Points 1 and 2 circumstances in Paragraph (V), Item III of this article shall be submitted to the shareholders' meeting, and the transaction details shall be disclosed in the annual report and public manual. Where the Company and the invested public offerings company commented by the equity method withdraw special reserves according to the preceding provision, the special reserves may be used only after the assets purchased or leased at a high price are recognized as

Article	Content	Content	Description
	After Amendment	Before Amendment
	invested public offerings company commented by the equity method withdraw special reserves according to the preceding provision, the special reserves may be used only after the assets purchased or leased at a high price are recognized as depreciation losses or disposed of or terminated or leased or used as appropriate compensation or restored into the original status, or if there is other evidence to confirm that there is no unreasonableness, and with the consent of the competent authority. (VI) Where one of the following circumstances occurs to the real estate or its right-of-use asset acquired by the Company from a related party, it shall be handled pursuant to the relevant appraisal and operation procedures in Item II of this article, and Paragraphs (I) to (III), Item III of this article shall not apply: 1. The related party acquires the real estate or its right-of-use asset due to inheritance or grant. 2. The time when the related party acquires the real estate or its right- of-use asset is over five years from the date of concluding this transaction contract. 3. The real estate is acquired by signing a joint construction contract with the related party, or entrusting the related party to build real estate from its own or leased land. 4. The Company and its subsidiary, or subsidiaries of which the Company directly or indirectly holds 100% of issued shares or total capital obtain the right-of-use asset of real estate used for business. (VII) Where the Company acquires real estate or its right-of-use asset from a related party, and the transaction does not comply with regular business according to other evidence, it shall be handled pursuant to Paragraph (V), Item III of this article.	depreciation losses or disposed of or terminated or leased or used as appropriate compensation or restored into the original status, or if there is other evidence to confirm that there is no unreasonableness, and with the consent of the competent authority. (VI) Where one of the following circumstances occurs to the real estate or its right-of-use asset acquired by the Company from a related party, it shall be handled pursuant to the relevant appraisal and operation procedures in Item II of this article, and Paragraphs (I) to (III), Item III of this article shall not apply: 1. The related party acquires the real estate or its right-of-use asset due to inheritance or grant. 2. The time when the related party acquires the real estate or its right- of-use asset is over five years from the date of concluding this transaction contract. 3. The real estate is acquired by signing a joint construction contract with the related party, or entrusting the related party to build real estate from its own or leased land. 4. The Company and its subsidiary, or subsidiaries of which the Company directly or indirectly holds 100% of issued shares or total capital obtain the right-of-use asset of real estate used for business. (VII) Where the Company acquires real estate or its right-of-use asset from a related party, and the transaction does not comply with regular business according to other evidence, it shall be handled pursuant to Paragraph (V), Item III of this article.
Article 15	Procedure for public disclosure of information I. Items to be announced and declared, and announcement and declaration standards (I) The real estate or its right-of-use asset is acquired or disposed of from a related party, or assets other than real estate or its right-of-use asset are acquired or disposed of with a related party, and the transaction amount reaches 20% of the Company's paid- in capital, 10% of the total assets or NT$300 million or more. However, the purchase and sale of domestic	Procedure for public disclosure of information I. Items to be announced and declared, and announcement and declaration standards (I) The real estate or its right-of-use asset is acquired or disposed of from a related party, or assets other than real estate or its right-of-use asset are acquired or disposed of with a related party, and the transaction amount reaches 20% of the Company's paid- in capital, 10% of the total assets or NT$300 million or more. However, the purchase and sale of domestic	The content of relevant articles is amended and adjusted in line with laws.

Article	Content	Content	Description
	After Amendment	Before Amendment
	government bonds, bonds subject to repurchase and sell-back conditions, and the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises do not apply. (II) Merger, division, acquisition or share transfer is conducted. (III) The loss of derivative transactions reaches the upper limit of all or individual contract losses specified in these handling procedures. (IV) The equipment used for business or its right-of-use asset is acquired or disposed of, its trading partner is not a related party, and the transaction amount meets one of the following provisions: 1. In view of public offering companies whose paid-in capital does not reach NT$10 billion, the transaction amount reaches NT$500 million or more. 2. In view of public offering companies whose paid-in capital reaches NT$10 billion, the transaction amount reaches NT$1 billion or more. (V) In view of operation and construction business, where the Company acquires or disposes of real estate used for construction or its right-of- use asset and its trading partner is not a related party, the transaction amount reaches NT$500 million or more; if the Company's paid-in capital reaches NT$10 billion or more, it disposes of the real estate that has been constructed and completed by itself, and the trading partner is not a related party, the transaction amount is NT$1 billion or more. (VI) Where the real estate is acquired by self-land commissioned construction, leased land commissioned construction, co-construction house division, co-construction commission division and co- construction sale division methods and the trading partner is not a related party, the transaction amount input by the Company is expected to be more than NT$500 million. (VII) The transaction amount of asset transaction, financial institutions' disposal of creditors' rights or investment in the Chinese mainland except for those specified in the preceding six paragraphs reaches 20% of the paid-in capital of the Company or NT$300 million or more. However, the following circumstances do not apply: 1. Trade of domestic government bondsor the credit rating of foreign public bonds is not lower than that of our sovereign rating. 2. Those who specialize in	government bonds, bonds subject to repurchase and sell-back conditions, and the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises do not apply. (II) Merger, division, acquisition or share transfer is conducted. (III) The loss of derivative transactions reaches the upper limit of all or individual contract losses specified in these handling procedures. (IV) The equipment used for business or its right-of-use asset is acquired or disposed of, its trading partner is not a related party, and the transaction amount meets one of the following provisions: 1. In view of public offering companies whose paid-in capital does not reach NT$10 billion, the transaction amount reaches NT$500 million or more. 2. In view of public offering companies whose paid-in capital reaches NT$10 billion, the transaction amount reaches NT$1 billion or more. (V) In view of operation and construction business, where the Company acquires or disposes of real estate used for construction or its right-of- use asset and its trading partner is not a related party, the transaction amount reaches NT$500 million or more; if the Company's paid-in capital reaches NT$10 billion or more, it disposes of the real estate that has been constructed and completed by itself, and the trading partner is not a related party, the transaction amount is NT$1 billion or more. (VI) Where the real estate is acquired by self-land commissioned construction, leased land commissioned construction, co-construction house division, co-construction commission division and co- construction sale division methods and the trading partner is not a related party, the transaction amount input by the Company is expected to be more than NT$500 million. (VII) The transaction amount of asset transaction, financial institutions' disposal of creditors' rights or investment in the Chinese mainland except for those specified in the preceding six paragraphs reaches 20% of the paid-in capital of the Company or NT$300 million or more. However, the following circumstances do not apply: 1. Trade of domestic government bonds. 2. Those who specialize in investment trade negotiable

Article		Content	Content	Description
		After Amendment	Before Amendment
	investment trade negotiable securities on the stock exchange or the business premises of a securities firm, or subscribe foreign bonds or ordinary corporate bonds in the primary market and raise and issue ordinary financial bonds (excluding subordinated bonds) that do not involve equity or subscribe for or buy back securities investment trust funds or futures trust funds,or subscribe for or sell back index investment securities,or securities firms due to underwriting business needs and those who act as counselors for emerging companies recommend securities firms to subscribe for securities in accordance with the regulations of the Republic of China Securities Over-the-Counter Trading Center . 3. The purchase and sale of bonds subject to repurchase and sell-back conditions, and the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises. (VIII) The method to calculate the transaction amounts in the preceding seven paragraphs is as follows, and the so-called within one year is one year earlier than the date of the transaction fact, and the part announced according to provisions shall not be re-calculated: 1. The amount of each transaction. 2. The accumulated amount of the transaction of the same nature acquired or disposed of with the same counterparty within one year. 3. The accumulated amount of real estate or right-of-use assets of the same development plan acquired or disposed of (acquisition and disposal are accumulated separately) within one year. 4. The accumulated amount of the same negotiable securities acquired or disposed of (acquisition and disposal are accumulated separately) within one year. II. Time limit for handling announcement and declaration Where the Company acquires or disposes of assets, it shall handle announcement and declaration within two days from the date of the fact if there are items that should be announced under Item I of this article and announcement and declaration standards are met. III. Announcement and declaration procedures		securities on the stock exchange or the business premises of a securities firm, or subscribe, raise and issue ordinary corporate bonds in the primary market and ordinary financial bonds (excluding subordinated bonds) that do not involve equity or subscribe for or buy back securities investment trust funds or futures trust funds, or securities firms due to underwriting business needs and those who act as counselors for emerging companies recommend securities firms to subscribe for securities in accordance with the regulations of the Republic of China Securities Over-the-Counter Trading Center . 3. The purchase and sale of bonds subject to repurchase and sell-back conditions, and the subscription or buy-back of money market funds issued by domestic securities investment trust enterprises. (VIII) The method to calculate the transaction amounts in the preceding seven paragraphs is as follows, and the so-called within one year is one year earlier than the date of the transaction fact, and the part announced according to provisions shall not be re-calculated: 1. The amount of each transaction. 2. The accumulated amount of the transaction of the same nature acquired or disposed of with the same counterparty within one year. 3. The accumulated amount of real estate or right-of-use assets of the same development plan acquired or disposed of (acquisition and disposal are accumulated separately) within one year. 4. The accumulated amount of the same negotiable securities acquired or disposed of (acquisition and disposal are accumulated separately) within one year. II. Time limit for handling announcement and declaration Where the Company acquires or disposes of assets, it shall handle announcement and declaration within two days from the date of the fact if there are items that should be announced under Item I of this article and announcement and declaration standards are met. III. Announcement and declaration procedures (I) The Company shall handle announcement and declaration of relevant information on the website

Article	Content	Content	Description
	After Amendment	Before Amendment
	(I) The Company shall handle announcement and declaration of relevant information on the website designated by the competent authority. (II) The Company shall input the derivative transactions of the Company and the subsidiaries of non- domestic public offering companies till the end of last month into the information declaration website designated by the competent authority before the 10th of each month. (III) Where the items of the Company which shall be announced according to provisions are wrong or missing upon announcement and shall be corrected or supplemented, announcement and declaration shall be conducted again for all items within two days from the date of being aware. (IV) Where the Company acquires or disposes of assets, it shall keep relevant contracts, minutes, reference books, evaluation reports, and opinions from accountants, lawyers or securities underwriters in the Company for at least five years , unless otherwise provided by other laws. (V) Where one of the following circumstances occurs to the Company after announcement and declaration of transaction according to the preceding provision, announcement and declaration of relevant information shall be handled at the website appointed by the competent authority within two days from the date of the fact: 1. Relevant contracts signed for the original transaction are changed, terminated or dissolved. 2. Merger, division, acquisition or share transfer is not completed according to the date prescribed in the contract. 3. The original announced and declared content is changed.	designated by the competent authority. (II) The Company shall input the derivative transactions of the Company and the subsidiaries of non- domestic public offering companies till the end of last month into the information declaration website designated by the competent authority before the 10th of each month. (III) Where the items of the Company which shall be announced according to provisions are wrong or missing upon announcement and shall be corrected or supplemented, announcement and declaration shall be conducted again for all items within two days from the date of being aware. (IV) (IV) Where the Company acquires or disposes of assets, it shall keep relevant contracts, minutes, reference books, evaluation reports, and opinions from accountants, lawyers or securities underwriters in the Company for at least five years , unless otherwise provided by other laws. (V) (V) Where one of the following circumstances occurs to the Company after it announces and declares transactions pursuant to the foregoing provisions, it shall handle announcement and declaration of relevant information at the website appointed by the competent authority within two days from the date of the fact: 1. Relevant contracts signed for the original transaction are changed, terminated or dissolved. 2. Merger, division, acquisition or share transfer is not completed according to the date prescribed in the contract. 3. The original announced and declared content is changed.
Article 18	Implementation and amendments I. These handling procedures are implemented after approved by the Audit Committee and then the Board of Directors and submitted to the shareholders' meeting for approval. The same is true when it is amended. The Company shall submit Directors' objections to the Audit Committee where Directors show objections and have records or written statements. II. When submitted to the Board of Directors for discussion, these handling procedures shall fully consider the opinions of the independent directors. Any dissenting opinions or reservations	Implementation and amendments I. These handling procedures are implemented after approved by the Audit Committee and then the Board of Directors and submitted to the shareholders' meeting for approval. The same is true when it is amended. The Company shall submit Directors' objections to the Audit Committee where Directors show objections and have records or written statements. II. When submitted to the Board of Directors for discussion, these handling procedures shall fully consider the opinions of the independent directors. Any dissenting opinions or reservations	Add the amendment date

Article		Content	Content	Description
		After Amendment	Before Amendment
	III. IV. V. VI. VII. VIII.	of independent directors shall be stated in the minutes of the Board of Directors. Amendments to these handling procedures shall be approved by more than half of all members of the Audit Committee, and submitted to the Board of Directors for resolution. If the foregoing item is not approved by more than half of all members of the Audit Committee, it can be executed with consent of more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the meeting minutes of the Board of Directors. All members of the Audit Committee referred to in Item III of this article and all Directors referred to in the preceding item are calculated by de facto incumbents. 10% of the total assets specified in these handling procedures is calculated according to the amount of total assets in the most recent individual financial report required by the financial reporting standards for securities issuers. If the shares of the company have no par value or the denomination per share is not NT$10, 20% of the paid- in capital specified in these operation procedures on the transaction amount is calculated at 10% of the equity which belongs to the parent company's owners; the paid-in capital of NT$10 billion specified in these handling procedures on the transaction amount is calculated at NT$20 billion of the equity which belongs to the parent company's owners. Matters not covered herein shall be handled according to relevant laws. These handling procedures were enacted on April 2, 2003. The first amendment was made and approved by the Shareholders' Meeting on June 16, 2009. The second amendment was made and approved by the Shareholders' Meeting on June 17, 2011. The third amendment was made and approved by the Shareholders' Meeting on June 21, 2012. The fourth amendment was made and approved by the Shareholders' Meeting on June 18, 2014. The fifth amendment was made and approved by the Shareholders' Meeting on June 14, 2017. The sixth amendment was made and approved by the Shareholders' Meeting on June 15, 2018. The seventh amendment was made and approved by the Shareholders' Meeting on June 24, 2019. The eighth amendment was made and approved by the Shareholders'	of independent directors shall be stated in the minutes of the Board of Directors. III. Amendments to these handling procedures shall be approved by more than half of all members of the Audit Committee, and submitted to the Board of Directors for resolution. IV. If the foregoing item is not approved by more than half of all members of the Audit Committee, it can be executed with consent of more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the meeting minutes of the Board of Directors. V. All members of the Audit Committee referred to in Item III of this article and all Directors referred to in the preceding item are calculated by de facto incumbents. VI. 10% of the total assets specified in these handling procedures is calculated according to the amount of total assets in the most recent individual financial report required by the financial reporting standards for securities issuers. If the shares of the company have no par value or the denomination per share is not NT$10, 20% of the paid- in capital specified in these operation procedures on the transaction amount is calculated at 10% of the equity which belongs to the parent company's owners; the paid-in capital of NT$10 billion specified in these handling procedures on the transaction amount is calculated at NT$20 billion of the equity which belongs to the parent company's owners. VII. Matters not covered herein shall be handled according to relevant laws. VIII. These handling procedures were enacted on April 2, 2003. The first amendment was made and approved by the Shareholders' Meeting on June 16, 2009. The second amendment was made and approved by the Shareholders' Meeting on June 17, 2011. The third amendment was made and approved by the Shareholders' Meeting on June 21, 2012. The fourth amendment was made and approved by the Shareholders' Meeting on June 18, 2014. The fifth amendment was made and approved by the Shareholders' Meeting on June 14, 2017. The sixth amendment was made and approved by the Shareholders' Meeting on June 15, 2018. The seventh amendment was made and approved by the Shareholders' Meeting on June 24, 2019.

Article		Content	Content	Description
		After Amendment	Before Amendment
		Meeting on June 17, 2022.
			(Appendix I)

APEX SCIENCE & ENGINEERING CORP. Articles of Incorporation

Chapter I General Provisions

Article 1: The Company determines its name as APEX SCIENCE & ENGINEERING CORP. under the Company Act.

Article 2: The Company's businesses are as follows:

1 CA02050 Manufacturing of valves
2 CA02060 Manufacturing of metal containers
3 CB01010 Manufacturing of machinery
4 CB01030 Manufacturing of pollution prevention equipment
5 CB01990 Manufacturing of other kinds of machinery
6 CC01010 Manufacturing of power generation, transmission, and distribution equipment
7 CC01030 Manufacturing of electric appliance and audio and video equipment
8 CC01040 Manufacturing of lighting equipment
9 CC01050 Manufacturing of data storage and processing equipment
10 CC01080 Manufacturing of electronic components
11 CC01101 Manufacturing of restrained telecom radio frequency equipment
12 CC01110 Manufacturing of computers and peripheral equipment
13 CC01990 Manufacturing of other electrical engineering and electronic machinery equipment
14 CD01020 Manufacturing of rail vehicle and parts
15 CE01010 Manufacturing of general instruments
16 CQ01010 Manufacturing of molds and dies
17 CZ99990 Manufacturing of other industrial products not elsewhere classified
18 E103101 Environmental protection construction
19 E501011 Tap water pipelines contractors
20 E502010 Fuel pipe installation
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 equipment construction
27 E603050 Automatic control equipment engineering
28 E603080 Traffic signs installation engineering
29 E603090 Lighting equipment construction
30 E603100 Electric welding engineering

31 E603130 Gas water heater installation 32 E604010 Machinery installation 33 E605010 Computer equipment installation 34 E701010 Telecommunications engineering 35 E801010 Indoor decoration 36 E801020 Doors and windows construction 37 E801030 Indoor light-gauge steel frame engineering 38 E801040 Glass installation engineering 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 Heat/cold insulation construction 45 EZ99990 Other engineering 46 F105050 Wholesale of furniture, bedding, kitchen utensils and fixtures 47 F106010 Wholesale of hardware 48 F106030 Wholesale of molds and dies 49 F106040 Wholesale of water containers 50 F106050 Wholesale of pottery, porcelain and glassware 51 F111090 Wholesale of building materials 52 F113020 Electric appliance wholesale industry 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 hardware 61 F206030 Retail sale of molds and dies 62 F206040 Retail sale of water containers 63 F211010 Retail sale of building materials 64 F213010 Retail sale of electric appliance 65 F213040 Retail sale of precision instruments 66 F213060 Retail sale of telecom instruments 67 F215020 Retail sale of ores 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 others 72 F401010 International trade
73 F401021 Restrained telecom radio frequency equipment and materials import 74 H701010 Development, leasing and sales of residence and buildings

75 H701040 Specialized field construction and development
76 H701060 Construction and development of new towns and new communities
77 I103060 Management consulting
78 I301010 Information software services
79 I501010 Product design
80 I503010 Landscape and interior design
81 F301010 Department stores
82 F301020 Supermarkets
83 F399010 Convenience stores
84 F501050 Public houses and beer halls
85 F501060 Restaurants
86 G202010 Parking garage business
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
93 ZZ99999 All kinds of business not prohibited or restricted by law, except for
94 D101060 those subject to special approval. IG03010 Self-usage power generation equipment utilizing renewable energy
95 industry Energy Technical Services
Article 3: The Company shall have its head office in New Taipei City, and may establish or close branches or representative offices at proper locations domestically and abroad as resolved by the Board of Directors, whose establishment, change or cancellation shall be handled as resolved by the Board of Directors.
Article 4: The Company may conduct external assurance.

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 and numbered by more than three Directors, 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.
Article 9: The Company shall take charge of stock affairs in accordance with the Standards for the Handling of Shares of Public Offering Companies.
Article 10: When necessary, the Company, after resolved by 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.

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 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: Each fiscal year of the Company starts from January 1 and ends on December 31.

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 aside 8% as remuneration to the employees and no greater than 2% as remuneration to Directors. However, when there are accumulated losses (including adjustment on undistributed earnings), the Company shall reserve appropriate amounts for offsetting before making the remuneration. The above remuneration to the employees may be allotted in stock or cash, eligible personnel includes employees at subsidiaries that meet the requirement. The above remuneration to the directors shall be in cash.
Clauses in preceding two paragraphs shall be determined upon 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 legal reserve exceeds the paid-in capital of the Company, this is not the case. 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 industrial life cycle of the company is at the growth period. In order to coordinate the Company's long-term financial planning for sustainable management and stable growth, the dividend policy adopts the residual dividend policy. Besides, according to the Company’s capital budget plan, stock dividends shall be first distributed to retain the required funds. If there is any surplus, then cash dividends can be distributed. If cash dividends can be distributed during the year, the cash dividends should be adjusted to no less than 5% of the total dividends.

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 were enacted on August 3, 1976; the first amendment was made on June 20, 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, 1983; 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, and 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, and the fifteenth amendment was made on May 25, 1992; the sixteenth amendment was made on November 8, 1993. 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, and the twenty-third amendment was made in June 25, 2002; the twenty-fourth amendment was

on June 15, 2004, the twenty-fifth amendment was on June 14, 2005; the twenty-sixth amendment was on June 14, 2005; the twenty-seventh amendment was made on June 15, 2007; the twenty-eighth amendment was made on June 13, 2008; twenty-ninth amendment was made in June 16, 2009; the thirtieth amendment was on June 17, 2010; the thirty-first amendment was on June 17, 2011; the thirty-second amendment was 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 14, 2017. The thirty-sixth amendment was made on June 15, 2018. The thirty-seventh amendment was made on July 20, 2021.

APEX SCIENCE & ENGINEERING CORP.

Chairman: KUO,KUO-HUA

Appendix (II)

APEX SCIENCE & ENGINEERING CORP.

Rules of Procedure for Shareholders' Meetings

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 Articles of Incorporation, the Company's rules of procedure for shareholders' meetings shall comply with the Rules specified herein.
Article 3 Unless otherwise provided by laws, 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.

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 shall be in 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.

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 shareholders' 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.

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 6 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.

Article 7 If a shareholders' meeting is convened by the Board of Directors of the Company (the "Board" or "Board of Directors"), the Chairman of the Board shall preside at such meeting. If the Chairman of the Board is on leave or unable to exercise his powers and duties for any reason, the Vice Chairman of the Board shall preside at such meeting. The Chairman of the Board shall designate a managing director to preside as the chairperson if a Vice Chairman is not appointed, or if the Vice Chairman 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 Chairman of the Board shall designate a director to preside as the Chairman. If the Chairman of the Board fails to designate an agent for the meeting, the managing director or the directors shall nominate one from among themselves to preside at the meeting. 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 appointed lawyers, accountants or relevant personnel to participate in a shareholders' meeting as an observer.

Article 8 The Company shall make uninterrupted audio and video recording starting from the attendance registrations, the proceedings of the shareholders' meeting, the voting, and 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 attendance at the shareholders' meeting shall be calculated based on shares. 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 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. All relevant proposals shall be voted on. 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.

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 electronic way 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. 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.

Article 15 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.
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.

Appendix (III)

APEX SCIENCE & ENGINEERING CORP. Ownership by Directors

Book closure date: April 19, 2022


Title	Name	Shares Held Listed in the Shareholders' Register
President		16,124,177
Director	Kai Da Development Company (representative: WANG,CHAO-KUEI)	45,000
Director	CHOU,HIS-YANG	139,920
Director	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 byAll Directors		16,409,097

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

Appendix (IV)

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

AI assistant

APEX — AGM Information 2022

52284_rns_2022-07-01_3eb53034-8d9c-4c3d-96f6-e52237fe0d4c.pdf

Table of Contents

APEX SCIENCE & ENGINEERING CORP.

APEX SCIENCE & ENGINEERING CORP.

2022 Annual Shareholders' Meeting Agenda

[Reports]

I. 2021 Business report

APEX SCIENCE & ENGINEERING CORP. 2021 Business report

Dear shareholders,

APEX SCIENCE & ENGINEERING CORP.

Audit Committee's Audit Report

[Ratifications]

Proposal I

APEX SCIENCE & ENGINEERING CORP.

Profit Distribution Table

2021

[Discussions]

Proposed by the Board of Directors

Proposal II

Proposed by the Board of Directors

[Extempore Motions] [Adjournment]

Handling of Corporate Bonds

Financial Statements

Accountant Review Report

Balance Sheets

Independent Auditors’ Report

Audit opinions

Basis for audit opinions

Key audit matters

Recognition of construction revenue

Explanation of the matter

Audit Procedures

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

Auditors’ Responsibilities for the Audit of the Financial Statements

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Balance Sheet December 31, 2021 and 2020

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Balance Sheet December 31, 2021 and 2020

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Comprehensive Income For the years ended December 31, 2021 and 2020

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Cash Flows For the years ended December 31, 2021 and 2020

Independent Auditors’ Report

Audit opinions

Basis for audit opinions

Key audit matters

Recognition of Construction Revenue

Explanatory notes for the matter

Corresponding audit procedures

Other Matters – Parent Company Only Reports

Responsibility of the Management and the Governing body for the Consolidated Financial Statements

Responsibilities of the CPAs in Auditing the Consolidated Financial Statements

Apex Science & Engineering Corp. and its subsidiaries Consolidated Balance Sheets

December 31, 2020 and 2021

Unit: NT$1,000

Apex Science & Engineering Corp. and its subsidiaries Consolidated Balance Sheets

December 31, 2020 and 2021

Apex Science & Engineering Corp. and its subsidiaries Consolidated statements of comprehensive income For the Years Ended December 31, 2021 and 2020

Apex Science & Engineering Corp. and its subsidiaries Consolidated statements of comprehensive income For the Years Ended December 31, 2021 and 2020

Apex Science & Engineering Corp. and Its subsidiaries ~~Consolidated statements of changes in equity~~ F ~~or the Years Ended December 31, 2021 and 20~~ 20

Apex Science & Engineering Corp. and Its subsidiaries Consolidated statements of cash flows For the Years Ended December 31, 2021 and 2020

Comparison Table of Amendments to the Articles of Incorporation of APEX

APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendments to the Rules of Procedure for Shareholders' Meetings

~~Content~~

APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendments to the Procedure for acquiring or Disposing of Assets

Content

APEX SCIENCE & ENGINEERING CORP. Articles of Incorporation

Chapter I General Provisions

Chapter II Shares

Chapter III Shareholders' Meeting

Chapter IV Directors of Board and Audit Committee

Chapter V Managers

Chapter VI Accounting

Chapter VII Supplementary Provisions

APEX SCIENCE & ENGINEERING CORP.

Rules of Procedure for Shareholders' Meetings

APEX SCIENCE & ENGINEERING CORP. Ownership by Directors

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