APEX — AGM Information 2023

Aug 16, 2023

Stock Code: 3052

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APEX SCIENCE & ENGINEERING CORP.

2023 Annual Shareholders' Meeting Meeting Handbook

June 26, 2023

Table of Contents

I.	Meeting Procedures	Meeting Procedures	1
II.	Meeting Agenda		2
III.	Reports		3
IV.	Ratifications		10
V.	Discussions		12
VI.	Elections		14
VII.	Other agenda		~~1~~5
VIII.	Extempore Motions		15
	Attachment I.	Comparison Table of Amendment to the Rules of Procedure for Board	of
		Directors Meetings	16
	Attachment II.	Comparison Table of Amendment to Articles of the Employee Measures
		for Transfer of the First Repurchased Shares in 2022	~~2~~0
	Attachment III.	Comparison Table of Amendment to Articles of the Sustainable
		Development Best Practice Principles	21
	Attachment IV.	Financial Statements	22
	Attachment V.	Comparison Table of Amendment to the Articles of Incorporation	42
	Attachment VI.	Content of Non-Compete Restrictions for Independent Director
		candidates	~~4~~5
	Appendix I.	Rules of Procedure for Shareholders' Meetings	46
	Appendix II.	Articles of Incorporation	~~5~~6
	Appendix III.	Method for Electing Directors	64
	Appendix IV.	Statement of Directors' Shareholding	~~6~~7
	Appendix V.	Impact of Stock Grants on Business Performance, EPS, and
		Shareholders' ROI	~~6~~8

APEX SCIENCE & ENGINEERING CORP.

2023 Annual Shareholders' Meeting Procedures

• I. Declaration of Meeting Commencement

• II. Chairperson Remarks

• III. Reports

• IV. Ratifications

• V. Discussions

• VI. Election Matters

• VII. Other Agenda

• VIII. Extempore Motions

• IX. Adjournment

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APEX SCIENCE & ENGINEERING CORP. 2023 Annual Shareholders' Meeting Agenda

Type of meeting: Physical shareholders' meeting

Time: June 26, 2023 (Monday) 9 am

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

• I. Declaration of Meeting Commencement

• II. Chairperson Remarks

• III. Reports

• (I) 2022 Business Report.

• (II) 2022 Audit Committee's audit report on statement of final accounts

• (III) 2022 Report on the distribution of employees and Directors' remuneration.

• (IV) Report on Amendment to the Rules of Procedure for Board of Directors Meetings.

• (V) Report on repurchasing the Company's shares, canceling and amending the "Employee Measures for Transfer of Repurchased Shares".

• (VI) Report on Amendment to " Sustainable Development Best Practice Principles ".

• IV. Ratifications

• (I) The Company's 2022 Financial Statements (including consolidated financial statements) and Business Report.

• (II) 2022 Earnings Distribution Proposal.

• V. Discussions

• (I) Surplus Conversion for Capital Increase and issuance of new shares.

• (II) Amendments to partial content of the Articles of Incorporation.

• VI. Election Matters

Proposal for the Election of One Independent Director by the Company.

• VII. Other Agenda

The Lifting of Restrictions on Non-Competes for New Independent Directors of the Company. VIII. Extempore Motions

• IX. Adjournment

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[Reports]

I. 2022 Business Report.

APEX SCIENCE & ENGINEERING CORP.

2022 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.

2022 Operation results and our future plan are hereby presented as follows:

• (I) 2022 Business results

• Implementation Results of the Business Plan The Company recorded a consolidated net operating revenue of NT$2,951,661,000 a consolidated operating profit of NT$207,025,000 a net income of NT$208,414,000 and the earnings per share after tax of NT$1.05 in 2022.

• Executions of the budget:

The Company did not have a public financial forecast for 2022.

1. Analysis of financial revenue and profitability

Unit: NT$1,000

3. Analysis of financial	revenue and profitability	revenue and profitability	Unit: NT$1,000	Unit: NT$1,000
Analysis Item	2022 (consolidated)		2021 (consolidated)
Net Operating Revenue	2,951,661	100.00%	3,614,744	100.00%
OperatingCosts	2,584,450	87.56%	3,409,834	94.33%
Gross Profit	367,211	12.44%	204,910	5.67%
OperatingExpenses	160,186	5.43%	136,950	3.79%
Net Operating Profit (Loss)	207,025	7.01%	67,960	1.88%
Non-operating Income andExpenses	68,498	2.32%	71,188	1.97%
Net income (loss) before tax	275,523	9.33%	139,148	3.85%
Income tax profits (expenses)	(67,109)	(2.27%)	(33,141)	(0.92%)
Net income (loss)	208,414	7.06%	106,007	2.93%

4. Research development status

Engineering: We have been looking for opportunities of new and expansion projects for technology factories, as well as the improvement and optimization of construction technology required for residential and factory offices, as well as public works. Through the improvement of technology and the saving of construction costs, we will ensure the company's advantages in the industry and maximize its benefits.

Construction: We have invested in human resources to expand land development

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from the original model of buying and selling of lands, and joint construction to urban renewal for unsafe and old buildings. In addition to hiring well-known domestic architects and working with landscaping, interior decoration and other design teams for the planning and design of construction projects, we have also been striving to meet environmental protection, green building, and sustainable development goals, so that the quality of the Company's construction projects can win the trust of consumers and become a role model everywhere we construct.

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 existing development projects of the first and later stages of the Machouhou project in Chiayi County and the Qigu Science and Technology Industrial Park in Tainan City, we have also paying attention to future plans of governments at all levels for the establishment of industrial parks, and explore more opportunities for park development. We hope to enhance the company's visibility and advantages in the industry through the experience of each industrial park development project.

(II)

Overview of 2023 Annual Business Plan

1. Business policies

2. 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.

3. Engineering: APEX only provides engineering services in Taiwan. Currently, there is still good demand for public and civil engineering services driven by government policies and local engineering needs. Especially when the government has spared no effort to promote environmental protection policies such as energy conservation, carbon reduction, and green energy power generation, the development of green energy industry projects has been greatly boosted. APEX is a leading provider of integrated engineering services that combine mechanical and electrical engineering with construction. We can expect a whole lot of business opportunities for public and civil engineering in the future.

4. Construction: Our real estate business is all in Taiwan, mainly in metropolitan areas such as Taipei City and New Taipei City. In recent years, as we are still striving to acquire new lands for construction, there have been no new projects so far. But APEX has never ceased to explore more construction opportunities. In the past, APEX used to acquire lands for construction projects through buying, selling, and joint construction. The first reason was because of less development time. Secondly, the evaluation of profit and loss was not affected by the lengthy land acquisition. However, due to the poor land supply and complex property rights in Taipei and New Taipei Metropolitan Area compared to other counties and cities, it is difficult to obtain unconstructed lands suitable for development. Therefore, APEX lately has been looking for different ways of developing lands, such as the urban renewal for unsafe and old buildings.

   • APEX attaches great importance to the location of the construction project and has always been observant of consumers' needs for - 4 -

products at different times depending on their household and economic conditions. Looking to the future, as long as we can clearly define our market position, maintain good engineering quality, and propose product plans that meet customer needs, we can expect good sales results.

• Optoelectronics: Both domestic and foreign sales of optoelectronic products are equally important, each accounting for about 50%. In the first two years and the first half of this year, due to strong demand for consumer products, the performance of the small and medium-sized panel market has shown significant growth. However, affected by recent global turmoil, inflation, slower market demand, and inventory increase, our sales performance has shown a moderate growth. However, APEX is still actively investing in the export market, participating in large business exhibitions internationally to enhance our global visibility in the hope of acquiring more export orders.

• Park Development: Currently, the park development projects undertaken by APEX as a contractor are in Chiayi County and Tainan City. In recent years, due to the return of Taiwanese businessmen and economic demand, there has been a significant increase in land demand for factories in various industries. In order to revitalize the economy and attract investment, county and city governments have made every effort to promote the establishment of industrial zones or industrial parks. With the accumulated advantages of its original real estate development and construction engineering business, APEX has expanded to the park development business. In the future, under the strong demand of the government's series of incentives for investment and encouraging manufacturers to set up factories back in Taiwan, we will certainly stand out in the park development business.

• 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: We have been marketing our existing development plans according to the timetable of the county and city governments, in order to accelerate land auction and facilitate the construction progress of the factory park to deliver the land as quickly as possible.

• 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.

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• (III) Our future development strategy and the impacts from external competitive environment, regulations and overall business environment. As a professional leading provider of integration services, the Company has always been customers-oriented, researching, developing, innovating and improving quality through Customized Service, Education Training and Process Improvement to meet customers' expectation.

• After years of continuous involvement in the fields of construction, building, and comprehensive mechanical and electrical contracting, the Company has gradually delivered results, and striving to take each step firmly towards the vision of "becoming a leader in the development business focusing on building". Confronted with the fastchanging 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.

• Into the post COVID-19 era with lockdowns having gradually being lifted around the world, it is estimated that the impact of the epidemic on the global economy will gradually decrease in 2023. However, due to geopolitical factors such as the Ukrainian Russian War and the confrontation between China and the United States, as well as unfavorable economic development factors such as rising prices, inflation, and industrial shortages of labor and materials, the economic outlook is still uncertain. The Company will respond cautiously in the future and actively strengthen its operating niche to reduce the impacts of external environmental changes.

• 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

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II. 2022 Audit Committee's audit report on statement of final accounts

APEX SCIENCE & ENGINEERING CORP. Audit Committee's Audit Report

We hereby authorize the Board of Directors to submit the Company's 2022 Annual Business Report, financial statements (including consolidated financial statements), and profit distribution statement. The financial statements (including consolidated financial statements) have been audited by LIAO, FUMING 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

2023 Annual Shareholders' Meeting

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

March 13, 2023

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III. 2022 Report on the distribution of employees and Directors' remuneration. Description:

• (I) The Company's 2022 profit was NT$297,269,682. Pursuant to Article 23 of the Articles of Incorporation, 2% shall be distributed as Directors' remuneration, totalling NT$5,945,394. 8% shall be distributed as employees' remuneration, totalling NT$23,781,574. Both will be distributed in cash.

• (II) The proposal is submitted for report.

• IV. Report on Amendment to the Rules of Procedure for Board of Directors Meetings. Description:

• (I) According to the provisions of the Financial Supervisory Commission Jin-Guan-Zheng-Fa No. 1110383263 issued on August 5, 2022, it is proposed to revise the “Rules of Procedures for Board of Directors Meetings" of the Company. For Comparison Table of Amendment to the Rules of Procedure for Board of Directors Meetings (please refer to Attachment I on #page 16 to 19# of this Handbook for details).

• (II) The proposal is submitted for report.

• V. Report on repurchasing the Company's shares, canceling and amending the "Employee Measures for Transfer of Repurchased Shares".

Description:

• (I) According to Article 28-2 of the Securities and Exchange Act, the procedures for repurchasing shares have been conducted in accordance with the "Regulations Governing Share

• Repurchase by Exchange-Listed and OTC-Listed Companies " established by the securities

regulatory authority. This report is as follows:

ulatoryauthority. This report	is as follows:
Repurchase Stage	6th Repurchase	7th Repurchase
Date Proposed by the Board of Directors	2020.3.27	2022.7.12
Purpose of Buyback	Transfer of shares to employees	Transfer of shares to employees
Types and quantities of shares to be repurchased	6,000,000 ordinary shares	2,000,000 ordinary shares
Estimated repurchase price range	NT$ 7 to 12	NT$ 7.5 to 12.5
Actual repurchaseperiod	2020.3.31~2020.5.29	2022.7.13~2022.9.5
Actual types and quantities of shares to be repurchased	2,525,000 shares	2,000,000 shares
Actual amount of repurchased shares	NT$ 26,129,920	NT$ 20,648,120
Average repurchase price per share	10.35	10.32

Note: The purpose of the sixth repurchase of treasury shares is to be transferred to

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employees. Because of the transfer is not made within the time limit, it will be cancelled for 2,525,000 shares, and the benchmark date for capital reduction will be on May 29, 2023.

• (II) Amendment to Comparison Table of Amendment to Articles of the Employee Measures for the First Repurchased Shares in 2022 (Please refer to Attachment II on #page 20# of this Handbook for details).

• (III) The proposal is submitted for report.

• VI. Report on Amendment to "Sustainable Development Best Practice Principles ". Description:

• (I) In accordance with the provisions of Taiwan Stock Exchange Corporation Tai-Zheng-Zhi-Li No. 11100243661 dated December 23, 2022, and the actual operational needs of the Company, we propose to revise our "Sustainable Development Best Practice Principles ".

• (II) Comparison Table of Attachment to Articles of the Sustainable Development Best Practice Principles (please refer to Attachment III on #page 18# of this Handbook).

• (III)The proposal is submitted for report.

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[Ratifications]

Proposed by the Board of Directors

Proposal I

Subject: The Company's 2022 Financial Statements (including consolidated financial statements) and Business Report.

Description:

• (I) The Company's 2022 Financial Statements (including consolidated financial statements) have been audited and certified by the independent auditors, LIAO, FU-MING and CHEN, CHING-CHANG, of PricewaterhouseCoopers Taiwan. Along with the Business Report, the Financial Statements have been audited by the Audit Committee, and an audit report has been issued. (Please refer to Attachment IV, #page 22 to 41# of the Handbook)

• (II) Business Report: Please refer to #page 3 to 6# of the Handbook.

• (III) Please ratify the proposal. Resolutions:

Proposed by the Board of Directors

Proposal II Subject: 2022 Profit Distribution Proposal.

Description:

• (I) The Company's post tax surplus for the year 2022 was NT $206,933,977. According to the Company Act, a 10% statutory surplus reserve of NT$ 20,693,397 was allocated, and after deducting the special surplus reserve of NT$3,702,782 and the undistributed surplus of NT $374,526,294 from previous years, the distributable surplus for the year 2022 was NT $564,469,656. The profit distribution table of the Company for the year 2022 is as follows:

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APEX SCIENCE & ENGINEERING CORP.

Profit Distribution Table

2022

2022
	CurrencyUnit: NT$
Earnings available for distribution at beginning of year	374,526,294
Add: 2022 Net income after tax	206,933,977
Less: Legal reserve(10%)	(20,693,397)
Add：Special reserves	3,702,782
Total earnings available for distribution	564,469,656
Distribution items
Cash dividends for shareholders- NT$0.4 per share	89,675,422
Stock dividends for shareholders- NT$0.2 per share	44,837,710
Undistributed earnings at end ofperiod	429,956,524

• 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 distributed by designated personnel assigned by the President.

• All the earnings distribution of the year are provided from the distributable earnings after tax in 2022.

Person in Charge: Manager:

Accounting Manager:

• (II) After the resolution in the Annual Shareholders' Meeting, the distribution will be carried out on an ex-dividend date set by the Board of Directors. If there is a change in the shareholder's allotment rate due to the subsequent repurchase of the Company's shares, transfer of treasury shares, cancellation, or capital increase, which affects the number of outstanding shares, it is proposed to authorize the Board of Directors to handle and adjust the matter in full in the general meeting.

• (III) Please ratify the proposal. Resolutions:

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[Discussions]

Proposed by the Board of Directors

Proposal I

Subject: Surplus earnings conversion for capital increase and issuance of new shares. Description:

• (I) The Company plans to allocate NT$ 44,837,710 from the distributable surplus for the year 2022 ， and issue 4,483,771 new shares for capital increase with face value of NT$10 per share. The shares will be distributed according to the shareholder’s shareholding ratio listed in the shareholder register on the base date of the allocation ， and 20 shares will be distributed free of charge for each thousand shares.

• (II) The issuance of new shares through the conversion of surplus to capital increase will result in the allocation of less than one odd share. The shareholders shall, within five days from the benchmark date of the allocation, apply to the Company's stock affairs agency for patching up. Any odd share that is still less than one after patching up will be calculated in cash based on its face value up to NTD (rounded off to NTD), and the President will be authorized to negotiate with specific individuals to subscribe for it at its face value.

• (III) The rights and obligations of the new shares issued through the conversion of surplus to capital increase are the same as those of the original shares. Once approved by the Annual Shareholders' Meeting and submitted to the competent authority for approval, the Board of Directors will be authorized to set the benchmark date for share allocation.

• (IV) If there is a change in the shareholder's allotment rate due to the subsequent repurchase of the company's shares, transfer of treasury shares, cancellation, or capital increase, which affects the number of outstanding shares, it is proposed to authorize the Board of Directors to handle and adjust the matter in full.

• (V) If the above matters related to the issuance of new shares need to be revised due to regulations of the competent authority or objective environmental impact, it is proposed to authorize the President to handle them fully.

• (VI) Please discuss.

Resolutions:

Proposed by the Board of Directors

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Proposal II

Subject: Amendments to partial content of the Articles of Incorporation Description:

• (I) To meet the operation needs of the Company, it is proposed to revise the Articles of Incorporation.

• (II) Please refer to Attachment V (#page 42 to 44#) of the Handbook for the Comparison Table.

• (III) Please discuss.

Resolutions:

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[Elections]

Proposed by the Board of Directors

Subject: Proposal for the election of one independent director by the Company. Description:

• (I) In order to meet the operational needs of the Company and in accordance with Article 4 of the "Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers ", it is proposed to elect one additional independent director.

• (II) The newly elected Directors shall take office from the date of the Shareholders' Meeting, and their term of office shall expire on July 19, 2024.

• (III) The Articles of Incorporation stipulate that Directors shall elected through the candidate nomination system, and shareholders shall elect the Directors

from the list of Independent Director candidates.

• (IV) Please refer to the following for relevant information on the list of candidates for Independent

Directors:

Candidate Category	Name	Education/Job Experience, Current Position	Number of shares held (shares)
Independent Director	Wang Wei- Cheng	Education: College of Law, National Taiwan University Job Experience: General Management Office of Farglory Group, Legal Supervisor of Farglory Land Legal Supervisor Representative of Farglory Land Legal Director Representative of Farglory Land Legal Director Representative of Farglory Hotel Legal Supervisor Representative of Farglory Dome Current position: Consultant of Fareast Land Development Co., Ltd Director of Farglory Real Estate Development Group (China) Co., Ltd Director of Farglory Housing Consulting (Shanghai) Co., Ltd Director of Shanghai Guoyu Engineering Project Consulting Co., Ltd Director of Farglory Property (Shanghai) Co., Ltd Director of Beijing Farglory Real Estate Development Co., Ltd Director of Qingdao Shenhua Real Estate Co., Ltd Director of Tianjin Ecological City, Farglory Investment andDevelopmentCo.,Ltd	0

(V) Please elect.

Election results:

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[Other Agenda]

Proposed by the Board of Directors Subject: The Lifting of Restrictions on Non-Competes for New Independent Directors of the Company.

Description:

• (I) If the newly appointed independent directors of the Company invest or operate other companies with the same or similar business scope as the Company and act as directors for themselves or others, and without prejudice to the interests of the Company, we hereby propose to lift the restriction on non-compete of the newly appointed independent directors in accordance with Article 209 of the Company Act.

• (II) Please refer to Attachment VI (please refer to page 45 of the Handbook) for the details of the proposed lifting of the non compete restrictions on independent directors.

• (III) Please discuss.

Resolutions:

[Extempore Motions]

[Adjournment]

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Attachment I

APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendment to the Rules of Procedure for Board of Directors Meetings

	Directors Meetings	Directors Meetings	Directors Meetings
Article	Content			Description
	After Amendment		Before Amendment
Article 3	The Board of Directors of the Company shall convene at least once a quarter. The convening of the Board of Directors shall specify the reasons and be notified to all directors seven days in advance. However, in case of emergency, it may be convened at any time. The notification for the meeting referred to in the preceding paragraph may be made electronically with the consent of the counterpart. The matters referred to in Article 12, Paragraph 1 of these Regulations shall be listed in the reasons for convening the meeting and shall not be proposed as temporary motions.		The Board of Directors of the Company shall convene at least once a quarter. The convening of the Board of Directors shall specify the reasons and be notified to all directors seven days in advance. However, in case of emergency, it may be convened at any time. The notification for the meeting referred to in the preceding paragraph may be made electronically with the consent of the counterpart. The matters referred to in Article 12, Paragraph 1 of these Regulations, except for sudden emergencies or justifiable reasons,shall be listed in the reasons for convening and shall not be proposed as temporarymotions.	Amendment to related articles shall be made according to the revised regulations.
Article 12	The following matters should be discussed with the Board of Directors of the Company: I. The Company's operation plan. II. Annual financial report and the second quarter financial report that must be audited and endorsed by a certified public accountant. III. Establishing or revising internal control systems and reviewing their effectiveness in accordance with Article 14-1 of the Securities and Exchange Act. IV. According to Article 36-1 of the Securities and Exchange Act, establish or revise the procedures for conducting major financial business activities such as acquiring or disposing of assets, engaging in derivative product trading,lendingfunds to others,		The following matters should be discussed with the Board of Directors of the Company: I. The Company's operation plan. II. Annual financial report and the second quarter financial report that must be audited and endorsed by a certified public accountant. III. Establishing or revising internal control systems and reviewing their effectiveness in accordance with Article 14-1 of the Securities and Exchange Act. IV. According to Article 36-1 of the Securities and Exchange Act, establish or revise the procedures for conducting major financial business activities such as acquiring or disposing of assets, engaging in derivative product trading,lendingfunds to others,

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	endorsing or providing guarantees for others. V. Offering, issuing, or privately placing securities with equity nature. VI. Appointment or discharge of the President if the Board of Directors does not have a managing director. VII. Appointment or discharge of financial, accounting, or internal audit supervisors. VIII. Donations to related parties or significant donations to non related parties. However, donations of public welfare nature for emergency relief due to major natural disasters may be submitted for recognition by the next Board Meeting. IX. Matters that are required to be resolved by the Shareholders' Meeting or the Board Meeting in accordance with Article 14-3 of the Securities and Exchange Act, other laws, regulations, or Articles of Incorporation, or major matters prescribed by the competent authority. The term 'related parties' referred to in the eighthparagraph of the preceding paragraph refers to the related parties regulated by the financial reporting standards of securities issuers; The term 'significant donations to non related parties' refers to donations of NT $100 million or more for each donation or cumulative donations to the same object within a year, or amounts to 1% of the net operating income or 5% or more of the paid in capital of the individual or individual financial reports for the most recent period as stipulated by the company's financial reporting standards for securities issuers.	endorsing or providing guarantees for others. V. Offering, issuing, or privately placing securities with equity nature. VI. Appointment or discharge of financial, accounting, or internal audit supervisors. VII. Donations to related parties or significant donations to non related parties. However, donations of public welfare nature for emergency relief due to major natural disasters may be submitted for recognition by the next Board Meeting. VIII. Matters that are required to be resolved by the Shareholders' Meeting or the Board Meeting in accordance with Article 14-3 of the Securities and Exchange Act, other laws, regulations, or Articles of Incorporation, or major matters prescribed by the competent authority. The term "related parties" referred to in theseventhparagraph of the preceding paragraph refers to the related parties regulated by the financial reporting standards of securities issuers; The term 'significant donations to non related parties' refers to donations of NT $100 million or more for each donation or cumulative donations to the same object within a year, or amounts to 1% of the net operating income or 5% or more of the paid in capital of the individual or individual financial reports for the most recent period as stipulated by the company's financial reporting standards for securities issuers.

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		The term 'within one year' referred to in the preceding paragraph is based on the date of the current Board Meeting, and is retroactively calculated for one year. The portion that has been approved by the Board’s resolution is exempt from a recount. When the Company has Independent Directors, at least one Independent Director should attend the Board Meeting in person; For the first item of the board resolution that should be submitted, all Independent Directors should attend the board meeting. If Independent Directors are unable to attend in person, they should appoint other Independent Directors to attend on their behalf. If Independent Directors have objections or reservations, they shall record them in the minutes of the Board Meeting; If an Independent Director is unable to personally attend the Board Meeting to express objections or reservations, unless there are legitimate reasons, a written opinion shall be provided in advance and recorded in the minutes of the Board Meeting.	The term 'within one year' referred to in the preceding paragraph is based on the date of the current Board Meeting, and is retroactively calculated for one year. The portion that has been approved by the Board’s resolution is exempt from a recount. When the Company has Independent Directors, at least one Independent Director should attend the Board Meeting in person; For the first item of the board resolution that should be submitted, all Independent Directors should attend the board meeting. If Independent Directors are unable to attend in person, they should appoint other Independent Directors to attend on their behalf. If Independent Directors have objections or reservations, they shall record them in the minutes of the Board Meeting; If an Independent Director is unable to personally attend the Board Meeting to express objections or reservations, unless there are legitimate reasons, a written opinion shall be provided in advance and recorded in the minutes of the Board Meeting.
Article 18		The provisions of Article 2, Article 3, Paragraph 2, Articles 4 to 6, Articles 8 to 11, and Articles 13 to 16 shall apply mutatis mutandis to the proceedings of the managing director meeting of the Company; The election or dismissal of the President shall be subject to the provisions of Article 3, Paragraph 4. However, if the managing director meets regularly in seven days, they may notify each managing director two days prior to the meeting.	The procedures of the managing director meeting of the Company shall be governed by the provisions of Article 2, Paragraph 2 of Article 3, Articles 4 to 6, Articles 8 to 11, and Articles 13 to 16. However, if the managing director meets regularly in seven days, they may notify each managing director two days prior to the meeting.
Article 19		The formulation of these rules of procedure shall be approved by the Board of Directors of the Company and a report shall be submitted to the Shareholders' Meeting. If there are any amendments in the future,the Board of Directors maybe	The formulation of these rules of procedure shall be approved by the Board of Directors of the Company and a report shall be submitted to the Shareholders' Meeting. If there are any amendments in the future,the Board of Directors maybe	Amendment date is added.

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	authorized to make resolutions. This rules of procedure was established on December 29th, 2006. The first amendment was made on March 4, 2008. The second amendment was made on February 18, 2012. The third amendment was made on March 26, 2014. The fourth amendment was made on November 10, 2017. The fifth amendment was made on November 13, 2018. The sixth amendment was made on March 27, 2020. The seventh amendment was made on August 11, 2020. The eight amendment was made on March 25, 2021. The nineth amendment was made on November 10, 2022.	authorized to make resolutions. This rules of procedure was established on December 29th, 2006. The first amendment was made on March 4, 2008. The second amendment was made on February. 18, 2012. The third amendment was made on March 26, 2014. The fourth amendment was made on November 10, 2017. The fifth amendment was made on November 13, 2018. The sixth amendment was made on March 27, 2020. The seventh amendment was made on August 11, 2020. The eight amendment was made on March 25, 2021.

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Attachment II

APEX SCIENCE & ENGINEERING CORP.

Comparison Table of Amendment to Articles of the Employee Measures for the First Repurchased Shares in 2022

Article			Content	Content
		After Amendment	Before Amendment		Description
Article 5 Paragraph 14		The Company's repurchase of shares for transfer to employees is restricted, and employees are not allowedtotransfer themfor two years from the date of stock delivery. Other matters related to the rights and obligations of the Company and employees may be agreed upon by the Company and employees at their discretion, but shall not violate relevant laws and regulations such as the Securities and Exchange Act and the Company Act.	The repurchase of shares by the Company to employeesmaybe restricted from transfer for a period of two years. For other matters related to the rights and obligations of the Company and employees, the company may, at its discretion, agree with employees, but shall not violate relevant laws and regulations such as the Securities and Exchange Act and the Company Act.		Revised according to relevant laws and regulations
Article 6		The operating procedures for the transfer of repurchased shares to employees: I. According to the resolution of the Board of Directors, publicly announce, declare, and repurchase the shares of this Company within the execution period. II. The benchmark date for each employee subscription, the standard for the number of shares to be subscribed, the subscription payment period, and the content of rights shall be separately approved by the Board of Directors in accordance with relevant regulations. III. Calculate the actual number of subscribed and paid shares, and conduct stock transfer registration.	The operating procedures for the transfer of repurchased shares to employees: I. According to the resolution of the Board of Directors, publicly announce declare, and repurchase the shares of this Company within the execution period. II. The benchmark date for each employee subscription, the standard for the number of shares to be subscribed, the subscription payment period, and the content of rights shall be separately approved by thePresident with authorizationfrom the Board of Directors in accordance with relevant regulations. III. Calculate the actual number of subscribed and paid shares, conduct stock transfer registration.		Revised according to relevant laws and regulations
Article 12		This regulation was made on July 12, 2022, and was first revised on August 11, 2022.	This July	regulation was made on 12, 2022.	Add the amendment date

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Attachment III

APEX SCIENCE & ENGINEERING CORP. Comparison Table of Revised Articles of the Sustainable Development Best Practice Principles

		Best Practice Principles	Best Practice Principles
Article		Content		Description
		After Amendment	Before Amendment
Article 27- 1		The Company should continuously invest resources in art and cultural activities or cultural and creative industries through donations, sponsorship, investment, procurement, strategic cooperation, corporate volunteer technical services, or other support models to promote cultural development.	This article is added	Revised according to laws and regulations.
Article 31		This code will be implemented after being approved by the Board of Directors, and the same applies when being revised. This code of conduct was made on November 13, 2014. The first amendment was made on November 11, 2016. The second amendment was made on March 27, 2020. The third amendment was made on January 22, 2022. The fourth amendment was made on March 13, 2023.	This code will be implemented after being approved by the Board of Directors, and the same applies when being revised. This code of conduct was made on November 13, 2014. The first amendment was made on November 11, 2016. The second amendment was made on March 27, 2020. The third amendment was made on January 22, 2022.	Add the amendment date

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Attachment IV

Independent Auditors’ Report

(2023) CSBZ No.22004243

To the Board of Directors and Shareholders of 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 Dec. 31, 2022 and 2021, 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 Dec. 31, 2022 and 2021, 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 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 2022 and 2021. 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, 2022. 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 Dec. 31 2022 are stated as follows:

Recognition of construction revenue

Explanation of the matter

Please refer to Notes 4(z), 5(b) and 6(u) 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.

Corresponding audit procedures

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

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1. We understood and evaluated the reasonableness of policies and procedures adopted for recognition of construction revenue.

2. 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.

3. 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.

4. 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:

1. 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.

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

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1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

2. 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 Auditor's Report. However, future events or conditions may cause the Company to cease to continue as a going concern.

3. 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.

4. 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, 2022 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

Financial Supervisory Commission Approval document No.: Jin Guang Zheng Shen No. 1090350620 Jin Guang Zheng Shen No. 1060025060 March. 13, 2023

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APEX SCIENCE & ENGINEERING CORP. Parent Company Only Balance Sheet For the Years Ended December 31, 2022 and 2011

Unit: NT $1000

Assets	Notes 6(a) 6(b) 6(u) 6(c) 6(c) 7 6(d) 7 6(e) and 8 6(f) 6(g) and 8 6(h) 6(i) 6(j), 7 and 8 6(k) and 8 6(bb) 8	December 31, 2022 Amount % $ 183,927 2 61,856 1 204,938 3 1,693 - 92,832 1 57,569 1 3,664,990 44 2,820 - 587,521 7 107,690 1 2,243,339 27 7,209,175 87 5,647 - 660,880 8 102,866 1 2,249 - 64,849 1 60,142 1 165,173 2 1,061,806 13 $ 8,270,981 100	December 31, 2021	December 31, 2021
		Amount $ 183,927 61,856 204,938 1,693 92,832 57,569 3,664,990 2,820 587,521 107,690 2,243,339 7,209,175 5,647 660,880 102,866 2,249 64,849 60,142 165,173 1,061,806 $ 8,270,981	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	%
Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost - current 1140 Contract Assets - Current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable from related parties, net 1200 Other accounts receivable 1210 Other receivables from related parties 130X Inventory 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 Investment 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 - 2 - 2 - 45 - 8 1 24
				85
				- 9 1 - 1 2 2
				15
				100

(To be continued on the next page)

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APEX SCIENCE & ENGINEERING CORP. Parent Company Only Balance Sheet For the Years Ended December 31, 2022 and 2011

Unit: NT $1000

Liabilities and equity

December 31, 2022 December 31, 2021 Notes Amount % Amount % 6(i) $ 322,756 4 $ 295,600 4 6(m) - - 90,000 1 6(u) 33,353 - 32,909 1 177 - 3,069 - 78,077 1 123,652 2 7 2,263 - 14,485 - 58,670 1 37,047 1 1,293 - 1,311 - 1,841 - 2,420 - 6(p) 1,530,160 19 1,634,230 22 6(n) 2,577,371 31 1,646,169 22 4,605,961 56 3,880,892 53 6(o) 497,673 6 497,081 7 6(bb) 31,177 - 25,353 - 235 - 2,042 - 320 - 740 - 529,405 6 525,216 7 5,135,366 62 4,406,108 60 6(r) 2,287,135 28 2,287,135 31 6(s) 275,698 3 269,332 3 6(t) 290,234 4 279,960 4 23,118 - 22,686 - 581,460 7 441,778 6 ( 19,415 ) - ( 23,118 ) - 6(r) ( 302,615 ) ( 4 ) ( 281,967 ) ( 4 ) 3,135,615 38 2,995,806 40 9 11 $ 8,270,981 100 $ 7,401,914 100

Current liabilities 2100 Short-term borrowings 2110 Short term bills payable 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other accounts payable 2230 Current tax liabilities 2280 Lease liabilities - current 2320 Long-term liabilities due within one year or one business cycle 2399 Other current liabilities - others 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 capital reserve 3320 Special surplus 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

The accompanying notes are an integral part of the financial report. Please read them together.

President: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

Manager: KUO, KUO-HUA

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APEX SCIENCE & ENGINEERING CORP.

Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2022 and 2021

Unit: NT $1000 (Except for earnings per share)

Item

2022 2021 Notes Amount % Amount % 6(u) $ 886,005 100 $ 1,289,101 100 6(e)(z) (aa) ( 553,235) ( 63 )( 1,144,246) ( 89) 332,770 37 144,855 11 6(z) (aa) ( 37,791 ) ( 4 ) ( 36,979 ) ( 3 ) ( 99,702 ) ( 11 ) ( 75,685 ) ( 6 ) ( 2,751 ) ( 1 ) ( 1,831 ) - 12(b) ( 1,686) - ( 97) - ( 141,930) ( 16 )( 114,592 ) ( 9) 190,840 21 30,263 2 6(v) 32,381 4 61,263 5 6(w) 6,727 1 7,602 - 6(x) 10,295 1 ( 1,084 ) - 6(y) ( 9,982 ) ( 1 ) ( 14,842 ) ( 1 ) 6(i) 37,282 4 48,341 4 76,703 9 101,280 8 267,543 30 131,543 10 6(bb) ( 60,609) ( 7 )( 28,802 ) ( 2 ) $ 206,934 23 $ 102,741 8 6(h) ($ 1,397 ) - $ 644 - 6(i) 52 - - - 6(i) 5,048 1 ( 1,076) - $ 3,703 1($ 432) - $ 210,637 24 $ 102,309 8 6(cc) $ 1.05 $ 0.52 6(cc) $ 1.04 $ 0.51

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 loss 6000 Total operating expenses 6900 Operating profit Non-operating Income and Expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profits and losses of subsidiaries, affiliated enterprises and joint ventures recognized by using the equity method 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax 8200 Net income for the period Other comprehensive income (loss) 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 8330 Share of profits and losses of subsidiaries, affiliated enterprises and joint ventures recognized by using the equity method - Items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 8300 Other comprehensive income (net after tax) 8500 Total comprehensive income for the period Basic earnings per share 9750 Basic earnings per share Diluted earnings per share 9850 Diluted earnings per share

The accompanying notes are an integral part of the financial report. Please read them together.

President: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

Manager: KUO, KUO-HUA

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APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2022 and 2021

Unit: NT $1000

For the Year Ended December 31, 2021 Balance as of January 1, 2021 Net income for the period Other comprehensive income for the period Total comprehensive income for the period Appropriation of earnings in 2020: Provision for legal reserve Reversal of special reserve Cash dividends Number of cash dividends on the Company’s shares held by its subsidiary as treasury stocks Changes in percentage of ownership interests in subsidiaries Balance as of December 31, 2021 2022 Balance as of January 1, 2022 Net income for the period Other comprehensive income for the period Total comprehensive income for the period Appropriation of earnings in 2021: Provision for legal reserve Provision of special reserve Cash dividends Number of cash dividends on the Company’s shares held by its subsidiary as treasury stocks Treasury stock repurchase Balance as of December 31, 2022	Notes 6(t) 6(i) 6(i) 6(t) 6(i) 6(r)	Ordinary share capital $ 2,287,135 - - - - - - - - $ 2,287,135 $ 2,287,135 - - - - - - - - $ 2,287,135		Capital s	urplus	Capital surplus - Others $ 176 - - - - - - - - $ 176 $ 176 - - - - - - - - $ 176	R	etained earnings	Unappropriated earnings $ 548,857 102,741 - 102,741 ( 31,520 ) 2,651 ( 180,951 ) - - $ 441,778 $ 441,778 206,934 - 206,934 ( 10,274 ) ( 432 ) ( 56,546 ) - - $ 581,460	Other e	quity Unrealized gains or losses on financial assets at fair value through other comprehensive income ($ 9,931 ) - 644 644 - - - - - ($ 9,287 ) ($ 9,287 ) - ( 1,345 ) ( 1,345 ) - - - - - ($ 10,632 )	Treasurystock		TOTAL
			Capital surplus - Treasurystock $ 246,654 - - - - - - 20,370 - $ 267,024 $ 267,024 - - - - - - 6,366 - $ 273,390	Capital surplus - Differences between the price of acquisition or disposal of shares of subsidiaries and the book value $ 2,132 - - - - - - - - $ 2,132 $ 2,132 - - - - - - - - $ 2,132	Capital surplus - Changes in the recognized ownership interests in subsidiaries $ 47 - - - - - - - ( 47 ) $ - $ - - - - - - - - - $ -		Legal capital reserve $ 248,440 - - - 31,520 - - - - $ 279,960 $ 279,960 - - - 10,274 - - - - $ 290,234	Special surplus reserve $ 25,337 - - - - ( 2,651 ) - - - $ 22,686 $ 22,686 - - - - 432 - - - $ 23,118		Exchange differences on translating the financial statements of foreign operations ($ 12,755 ) - ( 1,076 ) ( 1,076 ) - - - - - ($ 13,831 ) ($ 13,831 ) - 5,048 5,048 - - - - - ($ 8,783 )
												($ 281,967 ) - - - - - - - - ($ 281,967 ) ($ 281,967 ) - - - - - - - ( 20,648 ) ($ 302,615 )	$ 3,054,125 102,741 ( 432) 102,309 - - ( 180,951 ) 20,370 ( 47) $ 2,995,806 $ 2,995,806 206,934 3,703 210,637 - - ( 56,546 ) 6,366 ( 20,648) $ 3,135,615

The accompanying notes are an integral part of the financial report. Please read them together.

President KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

Manager: KUO, KUO-HUA

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APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2022 and 2021

Unit: NT $1000

Cash flows from operating activities Net income before tax for the period Adjustments for Losses of income and expenses Depreciation expenses (Investment properties included) 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 accounts receivable Other receivables from related parties Inventory Prepayments Other current assets Net changes in operating liabilities Contract liabilities Notes payable Accounts payable Accounts payable to related parties Other accounts payable Other current liabilities Other non-current liabilities Cash generated from/(used in) operations Cash collected from interest income Cash paid for interest expenses Income tax paid for the period Net cash generated from operating activities

Notes For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 $ 267,543 $ 131,543 6(j)(k) (z) 2,643 2,506 6(z) 2,242 2,099 6(z) 1,697 1,268 6(z) 139 138 - 10 6(y) 9,982 14,842 6(v) ( 32,381 ) ( 61,263 ) 6(i) ( 37,282 ) ( 48,341 ) 12(b) 1,686 97 6(x) ( 205 ) ( 29 ) ( 29,537 ) 40,040 1,605 ( 1,720 ) - 39,830 55,518 334,216 ( 37,687 ) - ( 740,420 ) ( 1,858,256 ) ( 2,594 ) ( 226 ) ( 20,883 ) 239,950 ( 3,147 ) ( 13,792 ) 4,200 415,441 444 ( 64,744 ) ( 2,891 ) 607 ( 45,576 ) ( 161,557 ) ( 12,222 ) ( 15,793 ) 21,613 ( 29,852 ) 1,329,653 1,027,815 ( 420) ( 155) 733,720 ( 5,326 ) 2,628 40,708 ( 9,380 ) ( 14,131 ) ( 1,547) ( 8,573) 725,421 12,678

(To be continued on the next page)

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APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2022 and 2021

Unit: NT $1000

Cash flows from investing activities Financial assets at amortized cost Acquisition of property, plant and equipment Increase in restricted assets Increase (decrease) in other non-current assets Cash dividend payments of the invested company evaluated with the equity method 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 the beginning of the period Balance of cash and cash equivalents at the end of the period

Notes For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 6(b) ( $ 61,856 ) $ - 6(j) ( 5,330 ) ( 1,683 ) ( 496,007 ) ( 617,426 ) ( 2,684 ) 87 6(i) 47,122 16,296 205 29 ( 518,550) ( 602,697) 1,724,339 3,039,358 ( 1,697,183 ) ( 3,132,530 ) ( 90,000 ) 65,000 1,767,040 1,554,670 ( 1,871,110 ) ( 708,620 ) 6(o) - 500,000 6(o) - ( 500,000 ) ( 2,386 ) ( 2,255 ) 6(t) ( 56,546 ) ( 180,951 ) 6(r) ( 20,648) - ( 246,494) 634,672 ( 39,623 ) 44,653 223,550 178,897 $ 183,927 $ 223,550

The accompanying notes are an integral part of the financial report. Please read them together.

President KUO, KUO-HUA

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

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Independent Auditors’ Report

(2023) CSBZ No.22004242

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 Subsidiary Companies (hereinafter referred to as "Apex Group") as of December 31, 2022 and 2021, 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 (including a summary of significant accounting policies) of Apex Group for the financial year ended December 31, 2022 and 2021.

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, 2022 and December 31, 2021, and their consolidated financial performance and cash flows for the years ended December 31, 2022 and December 31, 2021, 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 Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of 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 2022 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 2022 Consolidated Financial Statements of Apex Group are as follows:

Recognition of Construction Revenue

Explanation of the matter

The accounting policies, accounting estimates and relevant subjects related to recognition of construction revenue are detailed on Notes 4(aa), 5(b) and 6(v) 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. 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

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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.

Corresponding audit procedures

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

1. We understood and evaluated the reasonableness of policies and procedures adopted for recognition of construction revenue.

2. 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.

3. 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.

4. 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.

Other matters Parent Company Only Report

The Parent Company Only Financial Statements of Apex Science & Engineering Corp. for Year 2022 and Year 2021 have been prepared, duly audited by the CPAs with a clean Auditt Report with unqualified opinion issued for reference.

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

To ensure that the Consolidated Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the IFRS, IAS, law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission, and for preparing and maintaining necessary internal control procedures pertaining to the Consolidated Financial Statements.

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 the auditing standards generally accepted in the

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

1. 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.

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

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

4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 conern.

5. 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.

6. 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 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 entrusted with governance duties, we determine those matters that were of most significance in the audit of 2022 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

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benefits of such communication.

PricewaterhouseCoopers Taiwan Fu-Ming Liao

CPA

Ching-Chang Chen Financial Supervisory Commission Approval document No.: Jin Guang Zheng Shen No. 1090350620 Jin Guang Zheng Shen No. 1060025060 March 13, 2023

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APEX SCIENCE & ENGINEERING CORP. and its subsidiary Consolidated Balance Sheets For the Years Ended December 31, 2022 and 2011

Unit: NT $1000

Assets	Notes 6(a) 6(b) 6(v) 6(c) 7 6(c) 6(d) 6(cc) 6(e) and 8 6(f) 6(g) and 8 6(h) 6(i) 6(j) and 8 6(k) and 8 6(cc) 8	December 31, 2022 Amount % $ 241,757 3 61,856 1 489,918 5 1,693 - - - 92,833 1 3,749,005 40 206 - 604,233 6 980,598 10 2,504,467 27 8,726,566 93 5,989 - 223,487 2 118,613 1 5,775 - 64,849 1 60,142 1 168,862 2 647,717 7 $ 9,374,283 100	December 31, 2021	December 31, 2021
		Amount $ 241,757 61,856 489,918 1,693 - 92,833 3,749,005 206 604,233 980,598 2,504,467 8,726,566 5,989 223,487 118,613 5,775 64,849 60,142 168,862 647,717 $ 9,374,283	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	%
Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost - current 1140 Contract Assets - Current 1150 Notes receivable, net 1160 Notes receivable from related parties, net 1170 Accounts receivable, net 1200 Other accounts receivable 1220 Current income tax assets 130X Inventory 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 Investment 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				4 - 4 - - 3 41 - 7 9 24
				92
				- 2 2 - 1 1 2
				8
				100

(To be continued on the next page)

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APEX SCIENCE & ENGINEERING CORP. and its subsidiary Consolidated Balance Sheets For the Years Ended December 31, 2022 and 2011

Unit: NT $1000

Liabilities and equity

December 31, 2022 December 31, 2021 Notes Amount % Amount % 6(i) $ 798,190 8 $ 363,026 4 6(i) 50,000 1 140,000 2 6(v) 111,880 1 141,821 2 4,686 - 16,402 - 6(n) 355,710 4 384,633 5 78,770 1 69,654 1 5,583 - 1,840 - 4,532 - 5,935 - 6(q) 1,633,729 17 1,772,306 22 6(o) 2,578,502 28 1,648,617 20 5,621,582 60 4,544,234 56 6(p) 497,673 5 497,081 6 6(q) - - 7,569 - 6(cc) 31,177 1 25,353 - 730 - 5,165 - 336 - 1,926 - 529,916 6 537,094 6 6,151,498 66 5,081,328 62 6(s) 2,287,135 24 2,287,135 28 6(t) 275,698 3 269,332 3 6(u) 290,234 3 279,960 4 23,118 - 22,686 - 581,460 6 441,778 5 ( 19,415 ) - ( 23,118 ) - 6(s) and 8 ( 302,615 ) ( 3 ) ( 281,967 ) ( 3 ) 3,135,615 33 2,995,806 37 4(c) 87,170 1 88,524 1 3,222,785 34 3,084,330 38 9 11 $ 9,374,283 100 $ 8,165,658 100

Current liabilities 2100 Short-term borrowings 2110 Short term bills payable 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other accounts payable 2230 Current tax liabilities 2280 Lease liabilities - current 2320 Long-term liabilities due within one year or one business cycle 2399 Other current liabilities - others 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 owners of the parent company Share capital 3110 Ordinary share capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal capital reserve 3320 Special surplus reserve 3350 Unappropriated earnings Other equity 3400 Other equity 3500 Treasury stock 31XX Total equity attributable to Shareholders of Parent company 36XX Non-controlling interests 3XXX Total equity Major contingent liabilities and unrecognized contract commitments Major 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

Accounting Manager: WU, HSIU-LIN

Manager: KUO, KUO-HUA

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APEX SCIENCE & ENGINEERING CORP. and its subsidiary Consolidated statements of comprehensive income For the Years Ended December 31, 2022 and 2021

Unit: NT $1000 (Except for earnings per share)

Item

2022 2021 Notes Amount % Amount % 6(v) and 7 $ 2,951,661 100 $ 3,614,744 100 6(e)(aa) (bb) ( 2,584,450)( 88)( 3,409,834) ( 94) 367,211 12 204,910 6 6(aa) (bb) ( 37,791) ( 1) ( 36,980) ( 1 ) ( 117,958) ( 4) ( 98,042) ( 3 ) ( 2,751) - ( 1,831) - 12(b) ( 1,686) - ( 97) - ( 160,186)( 5)( 136,950) ( 4) 207,025 7 67,960 2 6(w) 32,649 1 61,330 2 6(x) 11,869 - 8,125 - 6(y) 8,783 - ( 7,484) - 6(z) ( 16,140) - ( 21,661) ( 1 ) 6(i) 31,337 1 30,878 1 68,498 2 71,188 2 275,523 9 139,148 4 6(cc) ( 67,109)( 2)( 33,141) ( 1) $ 208,414 7 $ 106,007 3

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 loss 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 8200Net income for the period

(To be continued on the next page)

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APEX SCIENCE & ENGINEERING CORP. and its subsidiary Consolidated statements of comprehensive income For the Years Ended December 31, 2022 and 2021

Unit: NT $1000 (Except for earnings per share)

Item	2022 Notes Amount 6(h) ($ 1,339 ) 5,048 $ 3,709 $ 212,123 $ 206,934 1,480 $ 208,414 $ 210,637 1,486 $ 212,123 6(dd) $ 6(dd) $	2022	% - - - 7 7 - 7 7 - 7 1.05 1.04	2021
				Amount $ 644 ( 1,076) ($ 432) $ 105,575 $ 102,741 3,266 $ 106,007 $ 102,309 3,266 $ 105,575 $	%
Other comprehensive income (loss) 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 8300 Other comprehensive income (net after tax) 8500 Total comprehensive income for the period Net profit attributable to: 8610 owners of the parent company 8620 Non-controlling interests Total comprehensive income attributable to: 8710 owners of the parent company 8720 Non-controlling interests Basic earnings per share 9750 Basic earnings per share Diluted earnings per share 9850 Diluted earnings per share					- -
					-
					3
					3 -
					3
					3 -
					3
					0.52
		$		$	0.51

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

Manager: KUO, KUO-HUA

President: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

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Unit: NT $1000

APEX SCIENCE & ENGINEERING CORP. and its subsidiary Consolidated statements of changes in equity For the Years Ended December 31, 2022 and 2021

Notes For the Year Ended December 31, 2021 Balance as of January 1, 2021 Consolidated net profit for the period Other comprehensive income for the period 6(h) Total comprehensive income for the period Allocation and distribution of surplus in 2020 6(u) Provision for legal reserve Reversal of special reserve Cash dividends Number of cash dividends on the Company’s shares held by its subsidiary as treasury stocks Changes in percentage of ownership interests in subsidiaries Non-controlling interest decrease Balance as of December 31, 2021 2022 Balance as of January 1, 2022 Consolidated net profit for the period Other comprehensive income for the period 6(h) Total comprehensive income for the period Appropriation of earnings in 2021: 6(u) Provision for legal reserve Provision of special reserve Cash dividends Number of cash dividends on the Company’s shares held by its subsidiary as treasury stocks Non-controlling interest decrease Purchased treasury stocks 6(s) Balance as of December 31, 2022	Notes							Equity attributab	Equity attributab	leto owners of the	leto owners of the	parentcompany	parentcompany							Non-controlling interests	Non-controlling interests		Totalequity
			Ordinary share capital		Capitalsurplus			Retained earnings					Other	equity			Treasury stock		Total
							Legal capital reserve	Special surplus reserve		Unappropriated earnings			Exchange differences on translating the financial statements of foreign operations	U	nrealized gains or losses on financial assets at fair value through other comprehensive income
			$ 2,287,135 - - - - - - - - - $ 2,287,135 $ 2,287,135 - - - - - - - - - $ 2,287,135		$ 249,009 - - - - - - 20,370 ( 47 ) - $ 269,332 $ 269,332 - - - - - - 6,366 - - $ 275,698		$ 248,440 - - - 31,520 - - - - - $ 279,960 $ 279,960 - - - 10,274 - - - - - $ 290,234		$ 25,337 - - - - ( 2,651 ) - - - - $ 22,686 $ 22,686 - - - - 432 - - - - $ 23,118		$ 548,857 102,741 - 102,741 ( 31,520 ) 2,651 ( 180,951 ) - - - $ 441,778 $ 441,778 206,934 - 206,934 ( 10,274 ) ( 432 ) ( 56,546 ) - - - $ 581,460		($ 12,755 ) - ( 1,076 ) ( 1,076 ) - - - - - - ($ 13,831 ) ($ 13,831 ) - 5,048 5,048 - - - - - - ($ 8,783 )		($ 9,931 ) - 644 644 - - - - - - ($ 9,287 ) ($ 9,287 ) - ( 1,345 ) ( 1,345 ) - - - - - - ($ 10,632 )		($ 281,967 ) - - - - - - - - - ($ 281,967 ) ($ 281,967 ) - - - - - - - - ( 20,648 ) ($ 302,615 )		$ 3,054,125 102,741 ( 432 ) 102,309 - - ( 180,951 ) 20,370 ( 47 ) - $ 2,995,806 $ 2,995,806 206,934 3,703 210,637 - - ( 56,546 ) 6,366 - ( 20,648 ) $ 3,135,615		$ 86,967 3,266 - 3,266 - - - - - ( 1,709 ) $ 88,524 $ 88,524 1,480 6 1,486 - - - - ( 2,840 ) - $ 87,170	$ 3,141,092 106,007 ( 432 ) 105,575 - - ( 180,951 ) 20,370 ( 47 ) ( 1,709 ) $ 3,084,330 $ 3,084,330 208,414 3,709 212,123 - - ( 56,546 ) 6,366 ( 2,840 ) ( 20,648 ) $ 3,222,785

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

Manager: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

President: KUO, KUO-HUA

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APEX SCIENCE & ENGINEERING CORP. and its subsidiary Consolidated statements of cash flows For the Years Ended December 31, 2022 and 2021

Unit: NT $1000

Cash flows from operating activities Net income before tax for the period Adjustments for Losses of income and expenses Depreciation expenses (Investment properties included) 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 loss Gains (losses) on disposal of property, plant and equipment Interest expenses Share of profits of affiliates and joint ventures recognized by using the equity method Changes in operating assets and liabilities Net changes in operating assets Contract assets Notes receivable Notes receivable from related parties, net Accounts receivable Other accounts receivable Inventory Prepayments Other current assets Net changes in operating liabilities Contract liabilities Notes payable Accounts payable Other accounts payable 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 For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 $ 275,523 $ 139,148 6(j)(k) (aa) 3,590 3,660 6(aa) 5,466 4,850 6(aa) 1,790 1,393 6(aa) 139 139 6(w) ( 32,649 ) ( 61,330 ) - 10 12(b) 1,686 97 6(y) ( 205 ) 173 6(z) 16,140 21,661 6(i) ( 31,337 ) ( 30,878 ) ( 153,872 ) 85,451 1,815 ( 1,930 ) 23,982 ( 23,982 ) 149,097 273,945 ( 734,267 ) ( 795,068 ) ( 20,883 ) 296,220 ( 279,653 ) ( 592,933 ) ( 71,643 ) 346,779 ( 29,941 ) ( 33,741 ) ( 11,716 ) 13,223 ( 28,923 ) ( 111,434 ) 9,106 ( 14,930 ) 1,328,337 1,014,913 ( 1,591) 1,031 419,991 536,467 2,896 40,774 ( 15,538 ) ( 20,951 ) ( 4,296) ( 11,398) 403,053 544,892

(To be continued on the next page)

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APEX SCIENCE & ENGINEERING CORP. and its subsidiary Consolidated statements of cash flows For the Years Ended December 31, 2022 and 2021

Cash flows from investing activities Increase in financial assets at amortized cost－ current Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in restricted assets Increase in other non-current assets 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 Capital reserve transferred from overdue dividends Treasury stock repurchase Non-controlling interest changes Net cash flows from financing activities Exchange influence Increase in cash and cash equivalents of the period Balance of cash and cash equivalents at the beginning of the period Balance of cash and cash equivalents at the end of the period

Unit: NT $1000 Notes For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 6(b) ( $ 61,856 ) $ - 6(j) ( 6,298 ) ( 1,683 ) 205 467 ( 510,360 ) ( 562,747 ) ( 2,300) ( 2,078) ( 580,609) ( 566,041) 3,890,224 5,489,191 ( 3,455,060 ) ( 6,167,436 ) ( 90,000 ) 35,000 1,797,040 1,765,880 ( 1,943,186 ) ( 845,663 ) 6(p) - 500,000 6(p) - ( 500,000 ) ( 5,838 ) ( 5,100 ) ( 50,180 ) ( 160,581 ) - ( 47 ) 6(s) ( 20,648 ) - ( 2,840) ( 1,709) 119,512 109,535 2,198 - ( 55,846 ) 88,386 297,603 209,217 $ 241,757 $ 297,603

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

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Attachment V

APEX SCIENCE & ENGINEERING CORP. Comparison Table of Amendments to the Articles of Incorporation

Article	Content	Content	Description
	After Amendment	Before Amendment
Article 2	The Company's businesses are as follows: 1. CA02050 Manufacturing of valves (omitted) 9. CC01080 Manufacturing of electronic components 10. CC01110 Manufacturing of computers and peripheral equipment 11. CC01990 Manufacturing of other electrical engineering and electronic machinery equipment 12. CD01020 Manufacturing of rail vehicle and parts 13. CE01010 Manufacturing of general instruments 14. CQ01010 Manufacturing of molds and dies 15. CZ99990 Manufacturing of other industrial products not elsewhere classified 16. E103101 Environmental protection construction 17. E501011 Tap water pipelines contractors 18. E502010 Fuel pipe installation 19. E599010 Pipe lines construction 20. E601010 Electric appliance construction 21. E601020 Electric appliance installation 22. E602011 Refrigeration and air conditioning engineering 23. E603010 Cable installation engineering 24. E603040 Fire fighting equipment construction 25. E603050 Automatic control equipment engineering 26. E603080 Traffic signs installation engineering 27. E603090 Lighting equipment construction 28. E603100 Electric welding engineering 29. E603130 Gas water heater installation 30. E604010 Machinery installation 31. E605010 Computer equipment installation 32. E701010 Telecommunications engineering 33. E801010 Indoor decoration 34. E801020 Doors and windows construction 35. E801030 Indoor light-gauge steel frame engineering 36. E801040 Glass installation engineering 37. E801070 Kitchen and bath facilities construction 38. E901010 Painting engineering 39. E903010 Anti-corrosion and anti-rust	The Company's businesses are as follows: 1. CA02050 Manufacturing of valves (omitted) 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	New (reduced) business categories in line with the Company's operational development

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	engineering 40. EZ03010 Furnace installation 41. EZ05010 Apparatus installation construction 42. EZ15010 Heat/cold insulation construction 43. EZ99990 Other engineering 44. F105050 Wholesale of furniture, bedding, kitchen utensils and fixtures 45. F106010 Wholesale of hardware 46. F106030 Wholesale of molds and dies 47. F106040 Wholesale of water containers 48. F106050 Wholesale of pottery, porcelain and glassware 49. F111090 Wholesale of building materials 50. F113020 Electric appliance wholesale industry 51. F113030 Wholesale of precision instruments 52. F113070 Wholesale of telecom instruments 53. F115020 Wholesale of ores 54. F118010 Wholesale of computer software 55. F119010 Wholesale of electronic materials 56. F120010 Wholesale of refractory materials 57. F205040 Retail sale of furniture, bedding, kitchen utensils and fixtures 58. F206010 Retail sale of hardware 59. F206030 Retail sale of molds and dies 60. F206040 Retail sale of water containers 61. F211010 Retail sale of building materials 62. F213010 Retail sale of electric appliance 63. F213040 Retail sale of precision instruments 64. F213060 Retail sale of telecom instruments 65. F215020 Retail sale of ores 66. F218010 Retail sale of computer software 67. F219010 Retail sale of electronic materials 68. F220010 Retail sale of refractory materials 69. F399990 Retail sale of others 70. F401010 International trade 71. H701010 Development, leasing and sales of residence and buildings 72. H701040 Specialized field construction and development 73. H701060 Construction and development of new towns and new communities 74. I103060 Management consulting 75. I301010 Information software services 76. I501010 Product design 77. I503010 Landscape and interior design 78. F301010 Department stores	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

-- 43 --

	79. F301020 Supermarkets 80. F399010 Convenience stores 81. F501060 Restaurants 82. G202010 Parking garage business 83. D101060 Self-usage power generation equipment utilizing renewable energy industry 84. IG03010 Energy Technical Services 85. H701020 Development, leasing and sales of industrial buildings 86. H701050 Investment in the construction of public construction industry 87. H701070 Section expropriation and municipal land redistribution agency business 88. H701080 Urban Renewal and Reconstruction Industry 89. H701090 Urban Renewal, Reconstruction and Maintenance Industry 90. All kinds of business not prohibited or restricted by law, except for those subject to special approval	79. F301020 Supermarkets 80. F399010 Convenience stores 81. F501060 Restaurants 82. G202010 Parking garage business 83. D101060 Self-usage power generation equipment utilizing renewable energy industry 84. IG03010 Energy Technical Services 85. H701020 Development, leasing and sales of industrial buildings 86. H701050 Investment in the construction of public construction industry 87. H701070 Section expropriation and municipal land redistribution agency business 88. H701080 Urban Renewal and Reconstruction Industry 89. H701090 Urban Renewal, Reconstruction and Maintenance Industry 90. All kinds of business not prohibited or restricted by law, except for those subject to special approval	71. 72. 73. 74. 75. 76. 77. 78. 79. 80. 81. 82. 83. 84. 85. 86. 87. 88. 89. 90. 91. 92. 93. 94. 95.	F399990 Retail sale of others F401010 International trade F401021 Restrained telecom radio frequency equipment and materials import H701010 Development, leasing and sales of residence and buildings H701040 Specialized field construction and development H701060 Construction and development of new towns and new communities I103060 Management consulting I301010 Information software services I501010 Product design I503010 Landscape and interior design F301010 Department stores F301020 Supermarkets F399010 Convenience stores F501050 Public houses and beer halls F501060 Restaurants G202010 Parking garage business J701010 Electronic game arcades J701020 Amusement parks J801030 Athletics and recreational sports stadium JA01990 Other automobile services JB01010 Conference and exhibition services JZ99080 Beauty and hairdressing services All kinds of business not prohibited or restricted by law, except for those subject to special approval D101060 Self-usage power generation equipment utilizing renewable energy industry IG03010 Energy Technical Services ZZ99999
Article 26		The Articles of Incorporation were made on August 3, 1976 (omitted) The thirty-eighth amendment was made on June 17, 2022. The thirty-nineth amendment will be made on June 26, 2023.	The Articles of Incorporation were made on August 3, 1976 (omitted) The thirty-eighth amendment was made on June 17, 2022.		Add the amendment date

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Attachment VI

Content of non-compete restrictions for independent director candidates

Category	Name	Termination of director's non compete content
Independent Director	Wang Wei- Cheng	1. Director of Farglory Real Estate Development Group (China) Co., Ltd 2. Director of Farglory Housing Consulting (Shanghai) Co., Ltd 3. Director of Shanghai Guoyu Engineering Project Consulting Co., Ltd 4. Director of Farglory Property (Shanghai) Co., Ltd 5. Director of Beijing Farglory Real Estate Development Co., Ltd 6. Director of Qingdao Shenhua Real Estate Co., Ltd 7. Director of Tianjin Ecological City Farglory Investment and Development Co., Ltd

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Appendix I

APEX SCIENCE & ENGINEERING CORP. Rules of Procedure for Shareholders' Meetings

• Article I. In order to establish a good governance system for the shareholders' meeting of the Company, improve the supervision function, and strengthen the management function, this rule is formulated in accordance with Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

• Article II. The rules of procedure for the shareholders' meeting of this Company shall be in accordance with the provisions of these rules, unless otherwise provided by laws or articles of association.

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

• The change of the means to hold the Company's shareholders' meetings shall be resolved by the Board of Directors, and shall be made at the latest before the meeting notice of shareholders' meetings is sent.

• 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. And it shall upload electronic versions of the meeting handbook and supplemental meeting data of a shareholders' meeting to MOPS 21 days before the date of an annual shareholders' meeting or 15 days before the date of a special shareholders' meeting. However, if the Company’s paid-in capital at the end of the most recent fiscal year is more than NT$10 billion, or the Company holds an annual shareholders' meeting in the most recent fiscal year, and the total shareholding ratio of foreign and mainland capital recorded in the shareholder register is more than 30%, the transmission of pre-opened electronic files shall be completed 30 days before the annual shareholders' meeting. 15 days before the date of the shareholders' meeting, the Company shall 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 distribute them on the venue and upload the electronic files to the video meeting platform.

• III. On the date of a video shareholders' meeting, the Company shall upload electronic files to the video meeting platform.

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

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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.

• Article IV. 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;

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in the event of delayed revocation, the voting right exercised by the proxy present shall prevail.

Article V. (Principles for the Place and Time of Shareholders' Meetings) The location and time of the shareholders' meeting shall be at the location of the company or a place convenient for shareholders to attend and suitable for the shareholders' meeting. The starting time of the meeting shall not be earlier than 9am or later than 3pm. The location and time of the meeting shall fully consider the opinions of independent directors.

The venue for a video shareholders' meeting of the Company is not limited by the place of the meeting prescribed in the preceding paragraph.

Article VI. (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.

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.

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.

• Article VI-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) Time and date of a meeting if a situation cannot be ruled out and there is a need for an extension or continuation of the meeting.

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     - (II) Shareholders who have not registered participation in original shareholders' meetings by video conferencing shall not participate in postponed or renewed meetings.

     - (III) Holding a video assisted shareholders' meeting. If it is not possible to continue the video meeting, the total number of shares present at the shareholders' meeting shall be deducted and divided by the number of shares present by video. If the total number of shares present reaches the statutory quota for the shareholders' meeting, the shareholders' meeting shall continue. The number of shares present by video shall be counted as the total number of shares of shareholders present, and all proposals of the shareholders' meeting shall be deemed to have been waived.

     - (IV)Handling methods for circumstances where all proposals have been declared results, but there are no extempore motions.

  - III. 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.

• Article VII. If the shareholders' meeting is held by the Board of Directors, the President shall serve as the Chairman. If the President requests leave or is unable to exercise his/her powers for any reason, the Vice President shall act on his/her behalf. If there is no Vice President or when the Vice President also requests leave or is unable to exercise his/her powers for any reason, the President shall appoint a managing director to act on his/her behalf; If there is no managing director appointed, a director shall be appointed as the proxy. If the President does not appoint a proxy, the managing director or directors shall mutually recommend one person to act as the proxy.

• 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 VIII. (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.

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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.

• Article IX. 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 in and 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-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.

• Article X. 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 XI. (Shareholders' speech)

An attending shareholder shall issue and submit a slip of paper before speaking. The

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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.

• Article XII. 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 XIII. 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

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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 or 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 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.

Article XIV. When there is a Director election in the shareholders' meeting, the election shall be -- 52 --

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 XV. 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.

Article XVI. (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 number of shares represented by proxies and the number of shares of shareholders attending the meeting in written or electronic form, and shall make an express disclosure of the same at the place of the shareholders meeting; where the shareholders' meeting is held by video, the Company shall upload the aforesaid data to the video meeting platform for shareholders' meeting at least thirty minutes before the meeting begins, and continuously disclose the same till the end of the meeting. Where the Company holds a shareholders' meeting by video, at declaration of the beginning of the meeting, the total number of shares of present shareholders shall be disclosed on the video meeting platform. If the total number of shares and the number of votes of present shareholders are additionally counted at the meeting, the same shall apply.

• 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 XVII. 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.

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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 XVIII. 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 XIX. (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.

• Article XX. (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.

Article XXI. (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 4420 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 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,

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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 XXII. (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.

Article XXIII. This rule shall be implemented after approved at the shareholders' meeting, and its amendments shall apply the same.

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Appendix II

APEX SCIENCE & ENGINEERING CORP. Articles of Incorporation

Chapter 1. General Provisions

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

• Article II. 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

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• 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

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• 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,

• 94 D101060 except for those subject to special approval. IG03010 Self-usage power generation equipment utilizing

• 95 renewable energy industry Energy Technical Services

• Article III. 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 IV. The Company may conduct external assurance.

Chapter 2. Shares

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

• Article VII. The stocks of the Company are generally registered, signed or stamped and numbered by the Directors representing the Company, and issued after a bank visa that is legally authorized to act as a stock issuer. Printing of stock certificates may also be exempted,

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but log-in should be made with the centralized securities depository institution.

• Article VII-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 VIII.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 IX. The Company shall take charge of stock affairs in accordance with the Standards for the Handling of Shares of Public Offering Companies.

• Article X. 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 XI. 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 3. Shareholders' Meeting

• Article XII. The Shareholders’ Meeting shall be held in the form of annual meetings and special meetings. The annual meeting shall be held by the Board of Directors within six months after the close of each fiscal year, and a notice to hold such meeting shall be given to each shareholder no later than 30 days prior to the scheduled meeting date; the special meeting shall be held as regulated when necessary, and a notice to hold such meeting 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 appoint one director as his representative. If no representative is appointed, 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 XII-1. Shareholders' meetings of the Company shall be held by video or other means announced by the central regulatory authority .

• Article XIII.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 XIII-1.The resolutions of the shareholders' meeting shall be made into minutes, which shall

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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. 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 in 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 4. Directors of Board and Audit Committee

• Article XIV. The Company set seven to nine 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 192-1 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 non-independent 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 XIV-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 XV. President shall be elected from the Directors of Board, and represent the Company externally.

• Article XVI. 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.

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

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

3. Article XVII. Directors shall personally attend the Board Meeting. However, if a Director is unable to attend the 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.

4. Article XVIII.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.

5. 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 XIX. Deleted

Chapter 5. Managers

• Article XX. 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 6. Accounting

Article XXI. Each fiscal year of the Company starts from January 1 to December 31.

• Article XXII. 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

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• Article XXIII.If the Company has earnings, it shall set aside 8% as remuneration to the employees and no greater than 2% as remuneration to 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, and the 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 XXIII-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 adjusting the undistributed 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, the shareholders’ meeting shall propose the resolution of appropriation of the dividends to 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 7. Supplementary Provisions

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

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

• Article XXVI. The Articles of Incorporation were enacted on August 3, 1976; the first amendment was made on June 28, 1977; the second amendment was made on February 27, 1978; the third amendment was made on September 2, 1980; the fourth amendment was made on November 30, 1982; the fifth amendment was made on July 23, 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

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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, 1992. The seventeenth amendment was made on April 23, 1994. The eighteenth amendment was made on March 29, 1995; the nineteenth amendment was made on May 7, 1996; the twentieth amendment was made on April 19, 1997; the twenty-first amendment was made on June 9, 2000; the twentysecond 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. The thirty-eighth amendment was made on June 17, 2022.

APEX SCIENCE & ENGINEERING CORP.

Chairman: KUO, KUO-HUA

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Appendix III

APEX SCIENCE & ENGINEERING CORP. Method for electing directors

• Article I. In order to elect directors fairly, justly, and publicly, these Measures are made in accordance with Article 21 and 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

• Article II. The election of directors of the Company shall be conducted in accordance with the provisions of these Measures, unless otherwise provided by laws or articles of association.

• Article III. The election of directors of the company should consider the overall configuration of the Board of Directors. The composition of the Board of Directors should examine diversification and formulate appropriate diversified policies based on their own operations, operational models, and development needs, which should include but not be limited to the following two major standards:

• I. Basic conditions and values: gender, age, nationality, and culture.

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

Board members should generally possess the necessary knowledge, skills, and literacy to perform their duties, and their overall abilities are as follows:

• I. Operational judgment skills.

• II. Accounting and financial analysis skills.

• III. Business management skills.

• IV. Crisis management skills.

• V. Industrial knowledge.

• VI. International market view.

• VII. Leadership.

• VIII. Decision making skill.

Article IV. (deleted)

• Article V. The qualifications of independent directors of the Company shall comply with the provisions of Articles 2, 3, and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".

• The election of independent directors of the Company shall comply with the provisions of Articles 5, 6, 7, 8, and 9 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", and shall be conducted in accordance with Article 24 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies".

• Article VI. The election of directors of this company shall be conducted in accordance with the candidate nomination system procedures stipulated in Article 192-1 of the Company Act. If a director is dismissed for any reason, resulting in less than five members, the company shall hold a by election at the most recent shareholders' meeting. However, if the number of directors is less than one-third of the number of seats specified in the Articles of Incorporation, the Company shall convene an extraordinary shareholders' meeting to hold a supplementary election within 60 days from the date of the fact.

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If the number of independent directors is insufficient as stipulated in the proviso to Article 14-2, Paragraph 1 of the Securities and Exchange Act, they shall be elected by election at the most recent shareholders' meeting; When all independent directors are dismissed, an extraordinary shareholders' meeting shall be held to elect them within 60 days from the date of the fact.

• Article VII. The election of directors of the Company shall adopt a cumulative voting system, with each share having the same voting rights as the number of directors to be elected. One person may be elected collectively or several persons may be elected separately.

• Article VIII. The Board of Directors shall prepare ballots with the same number of directors to be elected, fill in their weights, and distribute them to the shareholders attending the shareholders' meeting. The registered name of the elector may be replaced by the attendance certificate number printed on the ballots.

• Article IX. The number of directors of the Company shall be determined in accordance with the Articles of Incorporation, and the voting rights of independent directors and non independent directors shall be calculated separately. Those who have more voting rights shall be elected in order. If two or more directors have the same number of voting rights but exceed the prescribed number, they shall be decided by drawing lots by those with the same number of voting rights. Those who do not attend shall be drawn by the chairman on their behalf.

• Article X. Before the election begins, the chairman shall designate several scrutineers and ballot counters with shareholder status to perform relevant duties. The ballot box shall be prepared by the Company and opened in public by the scrutineers before voting.

Article XI. (deleted)

Article XII. A ballot shall be invalid in any of the following circumstances:

• I. Those who do not need the ballots prepared by those with the right to convene. 2. Those who cast a blank ballot to the ballot box.

• II. The handwriting is illegible or has been altered.

• III. The list of candidates for election and director candidates filled in the ballot does not match after verification.

• IV. Except for filling in the number of voting rights to be allocated, other words are included in the ballot.

• Article XIII. After the voting is completed, the vote shall be cast on the spot, and the result of the vote shall be announced by the Chairman on the spot, including the name of the elected directors elected and their number of voting rights they have 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 XIV. The elected directors shall receive a notice of appointment from the Board of directors of the Company.

Article XV Implementation and revision:

• I. Matters not stipulated in these regulations shall be handled in accordance with the company law, the company's articles of association and relevant laws and regulations.

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• II. This regulation shall come into force after being passed by the shareholders' meeting, and the same shall apply when it is amended.

• III. This regulation was enacted on April 23, 1994.

• IV. The first revision was approved by the shareholders' meeting on May 7, 1996.

• V. The second revision was approved by the shareholders' meeting on June 9, 2000.

• VI. The third amendment was approved by the shareholders' meeting on June 25, 2002.

• VII. The fourth revision was approved by the shareholders' meeting on June 15, 2004. VIII. The fifth revision was approved by the shareholders' meeting on June 14, 2006. IX. The sixth revision was approved by the shareholders' meeting on June 18, 2014.

• X. The seventh revision was approved by the shareholders' meeting on June 11, 2015.

• XI. The eighth revision was approved by the shareholders' meeting on June 15, 2018. XII. The Ninth Amendment was approved by the shareholders' meeting on July 20, 2021.

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Appendix IV

APEX SCIENCE & ENGINEERING CORP. Ownership by Directors

Book closure date: April 28, 2023

Title	Name	Shares Held Listed in the Shareholders' Register
President	KUO,KUO-HUA	16,425,177
Director	Kai Da Development Company (representative: WANG,CHAO- KUEI)	1,040,000
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		17,705,097

Note: The required number of shares for all directors is 12,000,000 shares.

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Appendix V

The impact of the stock grants on the Company's operating performance, earnings per share, and shareholder return on investment:

Unit: NTD; share	Unit: NTD; share	Unit: NTD; share	Unit: NTD; share
Year Item			2023 (Forecast)
Paid-in capital at the beginning of the period			2,287,135,540
This year's distribution of shares and interest	Cash dividend per share		NTD 0.4
	Surplus converted to capital increase, number of shares allocated per share		0.02 Share
	Number of shares allocated per share for capital reserve conversion and capital increase		-
Changes in business performance	Business interests		(Note)
	Increase (decrease) ratio of operating profit year-over-year
	Net profit after tax
	Increase (decrease) ratio of net profit after tax year-over-year
	Earnings per share
	Increase (decrease) ratio of earnings per share year-over-year
	Annual average ROI (reciprocal of annual average cost to earnings ratio)
Proposed earnings per share and earnings to earnings ratio	If the earnings are converted to capital increase and fully allocated to cash dividends	Proposed earnings per share
		Proposed annual average ROI
	If capital surplus is not transferred to capital increase	Proposed earnings per share
		Proposed annual average ROI
	If capital surplus is not distributed in the form of cash dividends	Proposed earnings per share
		Proposed annual average ROI

Note: No financial forecast has been announced for this year, so it is not applicable.

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