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APEX AGM Information 2024

Jun 26, 2024

52284_rns_2024-06-26_277cb636-4bfe-44d3-9c0c-0fe0b4663cf5.pdf

AGM Information

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Stock Code: 3052

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APEX SCIENCE & ENGINEERING CORP.

2024 Annual Shareholders’ Meeting Meeting Handbook

June 13, 2024

Table of Contents

I. Meeting Procedures ................................................................................................................ 1 Meeting Procedures ................................................................................................................ 1
II. Meeting Agenda ........................................................................................................................ 2
III. Reports ...................................................................................................................................... 4
IV. Ratifications ............................................................................................................................ 10
V. Discussions ............................................................................................................................. 12
VI. Election Matters ...................................................................................................................... 14
VII. Other Agenda .......................................................................................................................... 19
VIII. Extempore Motions .............................................................................................................. 19
Attachment I. Comparison Table of Amendment to the Rules of Procedure for
Board of Directors Meetings ................................................................... 20
Attachment II. Financial Statements ................................................................................ 23
Attachment III. Comparison Table of Amendments to the Rules of Procedure for
Shareholders’ Meetings ........................................................................... 44
Attachment IV. Comparison Table of Amendment to the Articles of
Incorporation ........................................................................................... 53
Attachment V. Content of Non-compete Restrictions for Independent Director
Candidates ............................................................................................... 55
Appendix I. Rules of Procedure for Shareholders’ Meetings ...................................... 56
Appendix II. Articles of Incorporation ......................................................................... 66
Appendix III. Method for Electing Directors ................................................................. 74
Appendix IV. Statement of Directors’ Shareholding...................................................... 77

APEX Science & Engineering Corp. 2024 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

~1~

APEX Science & Engineering Corp.

2024 Annual Shareholders’ Meeting Agenda

Type of meeting: Physical shareholders’ meeting

Time: Jun. 13, 2024 (Thursday) 9 am

Location: 9th Floor, No. 504, Yuanshan Road, Zhonghe District, New Taipei City

  • I. Declaration of meeting commencement

  • II. Chairperson remarks

  • III. Reports

  • (I) 2023 Business Report.

  • (II) 2023 Audit Committee’s audit report on statement of final accounts.

  • (III) 2023 Report on the distribution of employees and Directors’ remuneration.

  • (IV) Report on Amendment to the “Rules of Procedure for Shareholders’ Meetings.”

  • IV. Ratifications

  • (I) The Company’s 2023 Financial Statements (including consolidated financial statements) and Business Report.

  • (II) 2023 Profit Distribution Proposal.

  • V. Discussions

  • (I) Surplus conversion for capital Increase and issuance of new shares.

  • (II) Amendment to partial provisions in the Company’s “Rules and Procedures of the Shareholders’ Meeting”.

  • (III) Amendments to partial content of the “Articles of Incorporation.”

  • VI. Election Matters

The company has conducted a comprehensive election of directors.

~2~

VII. Other Agenda

Proposal for the waiver of non-competition clauses for newly elected directors and their representatives.

  • VIII. Extempore Motions

  • IX. Adjournment

~3~

[Reports]

I. 2023 Business Report.

APEX Science & Engineering Corp. 2023 Business report

Dear shareholders:

Thank you for participating in our 2024 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.

2023 Operational results and our future plan are hereby presented as follows:

  • (I) 2023 Business Results

  • Implementation Results of the Business Plan The Company’s consolidated net operating revenue for the fiscal year 2023 was NT$3,484,066,000, with a consolidated operating profit of NT$221,679,000. The net profit for the period was NT$207,176,000, with earnings per share after tax of NT$1.04.

  • Executions of the Budget:

The Company did not have a public financial forecast for 2023.

  1. Analysis of Financial Revenue and Profitability
Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Analysis Item 2023 (Consolidated) 2022(Consolidated)
NetOperatingRevenue 3,484,066 100.00% 2,951,661 100.00%
OperatingCosts 3,096,150
88.87%		 2,584,450 87.56%
Gross Profit 387,916
11.13%		 367,211 12.44%
OperatingExpenses 166,237
4.77%		 160,186 5.43%
NetOperatingProfit(Loss) 221,679 6.36% 207,025 7.01%
Non-operating Income and
Expenses		 51,571
1.48%		 68,498 2.32%
Net income(loss)before tax 273,250 7.84% 275,523 9.33%
Income tax profits
(expenses)		 (66,074) (1.90%) (67,109) (2.27%)
Net income(loss) 207,176
5.94%		 208,414 7.06%

4. Research Development Status

  • Engineering: We continue to focus on the improvement and optimization of technology required for the construction of new and expanded technology plants, residential and office buildings, and public projects. By enhancing technology and saving construction costs, we ensure our company’s competitive advantage and expanded benefits in the industry.

  • Construction: We have invested in expanding our manpower in the field of land development, extending from the original models of buying and selling and joint construction to include projects related to hazardous buildings, elderly care, and urban renewal. In addition to hiring well-known

~4~

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: The LCM module products are continuously developed and improved, with technology updates aimed at enhancing product value and reducing costs, in order to develop more efficient products.

  - Park Development: In addition to the existing Ma Chou Phase I and Phase II in Chiayi County and the Qigu Science and Technology Industrial Zone development project in Tainan City, we will continue to pay attention to the future plans of governments at all levels regarding the establishment of industrial parks. This will allow us to expand our channels for industrial park development projects and enhance our company’s visibility and advantages in the industry.

  • (II) Overview of 2024 Annual Business Plan

  • Business policies

    • By adhering to the management principles of improvement, deep-rooting, profit sharing and sustainable expansion, the Company shall provide high-quality services for customers with dedication.

    • Engineering: 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.

    • Construction: All real estate operations are conducted domestically, with a focus on metropolitan areas such as Taipei 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 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.

~5~

  • Optoelectronics: Approximately 30% of optoelectronic products are sold domestically, while approximately 70% are exported. In the past two years, the performance of the small and medium-sized panel market has experienced significant growth due to strong demand for consumer products. However, recently, factors such as international situations, inflation, slowing market demand, and increased inventory levels have led to a moderation in the growth of the performance. 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. The Company actively collaborates with domestic and overseas companies to meet the needs of public works and private factories (factory expansion). With technology introduction and improved integration ability, the Company hopes to satisfy as much as possible.

  • Construction: Continuously evaluate and acquire high-quality construction sites for investment and development.

    • We shall continue to master future trends in real estate through industry-academy cooperation and information collection. In addition to land acquisition, we will also enhance the development of joint construction and urban renewal projects to acquire land for real estate projects. In the future, we hope that real estate projects and services that satisfy the consumers’ needs in the architectural field will be produced through diversified development modes and introduction of new products.

  • Optoelectronics: In addition to selling LED components and LCM modules, we will continue to cultivate the consumer electronics market. With the addition of new products and partners, we expect to create more business opportunities in line with the economic recovery. Based on existing products, we will actively develop more product lines, and continue to actively expand customer sources by developing partners. Internally, in order to improve our competitiveness in this field, we will strive to reduce production and procurement costs.

~6~ 

  - Park Development: Existing development projects actively cooperate with the county and city governments in planning the schedule and continue to carry out advertising and marketing to accelerate land sales. They also urge construction companies to make progress in public works projects and gradually transfer the land. In addition to actively handling the existing Machouhou and Qigu development projects, we will continue to closely monitor and evaluate development projects in various regions to grasp future trends in park development and related areas.

  1. 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.

  2. (III) As a leading provider of integrated services, our company has always been customeroriented, focusing on meeting customer expectations through customized services, education and training, and process improvement. We continuously innovate and enhance quality to meet the challenges posed by future company development strategies, external competitive environment, regulatory environment, and overall business environment. 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.

  3. Entering the post-COVID-19 era, countries around the world are gradually lifting restrictions, and it is expected that the impact of the pandemic on the global economy will gradually diminish in the year 2024. However, due to geopolitical factors such as the Russo-Ukrainian War, the Israeli-Palestinian conflict, and the US-China confrontation, as well as rising prices, inflation, and labor and material shortages in the industry, the economic outlook remains uncertain. In the future, the company will respond cautiously and actively strengthen its business niche to mitigate the impact of external environmental changes.

  4. 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

~7~

II. 2023 Audit Committee’s audit report on statement of final accounts.

APEX Science & Engineering Corp.

Audit Committee’s Audit Report

The Board of Directors hereby submits the Company’s operating report, financial statements (including consolidated financial statements), and profit distribution statement for the fiscal year 2023, among which the financial statements (including consolidated financial statements) have been audited and a audit report has been issued by the certified public accountants Liao Fu-Ming and Chen Jin-Chang of PricewaterhouseCoopers. 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

2024 Company Annual Shareholders’ Meeting

APEX Science & Engineering Corp. Convener of the Audit Committee: Hsiao Sheng-Hsien

March 24, 2024

~8~

  • III. 2023 Report on the distribution of employees and Directors’ remuneration.

Description:

  • (I) The company’s profit for the fiscal year 2023 amounted to NT$289,671,881. In accordance with Article 23 of the company’s bylaws, director remuneration was allocated at 2%, totaling NT$5,793,438, while employee remuneration was allocated at 8%, totaling NT$23,173,750. Both amounts were disbursed in cash.

  • (II) Request for official review.

  • IV. Report on Amendment to the ‘Rules of Procedure for Shareholders’ Meetings.’ Description:

  • (I) Pursuant to the provisions of the Financial Supervisory Commission of the Republic of China (Taiwan) Letter No. 1120383996 issued on January 11, 2024, and taking into account the actual needs of our company, it is proposed to revise the ‘Board of Directors Meeting Rules’ of our company. (Please refer to Attachment I on pages 20-22 of this manual for the revised article comparison table.)

  • (II) Request for official review.

~9~

[Ratifications]

Proposed by the Board of Directors

Proposal I

Subject: The Company’s 2023 Financial Statements (including consolidated financial statements) and Business Report.

Description:

  • (I) The Company’s 2023 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 II on pages 23-43 of this manual)

  • (II) Business Report: Please refer to page 4-7 of the Handbook.

  • (III) Please ratify the proposal.

Resolutions:

Proposed by the Board of Directors

Proposal II

Subject: 2023 Profit Distribution Proposal. Description:

  • (I) Our company’s after-tax profit for the 2023 is NT$204,792,839. According to the Company Act, NT$20,479,283 is appropriated as 10% statutory surplus reserves, NT$2,576,095 is set aside as special surplus reserves, and the undistributed earnings from previous years amount to NT$429,956,524. After these allocations, the distributable surplus is NT$611,693,985. The profit distribution table for the 2023 year of our company is as follows:

~10~

APEX Science & Engineering Corp.

Profit Distribution Table

2023

2023
CurrencyUnit: NT$
Earnings available for distribution at beginning of
year		 429,956,524
Add: 2023 Net income after tax 204,792,839
Less: Legal reserve(10%) (20,479,283)
Add: Special reserves (2,576,095)
Total earnings available for distribution 611,693,985
Distribution items:
Cash dividends for shareholders- NT$0.4per share 91,468,930
Stock dividends for shareholders- NT$0.2per share 45,734,460
Undistributed earnings at end ofperiod 474,490,595

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.

Note: 2. All the earnings distribution of the year are provided from the distributable earnings after tax in 2023.

Person in Charge: Manager: Accounting Supervisor:

  • (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 in the future there are changes in the number of outstanding shares due to the repurchase of the company’s shares, transfer of treasury shares, cancellation, and capital increase, which affect the quantity of shares held by shareholders and result in changes in the dividend yield, the Board of Directors is authorized to handle and adjust such matters.

  • (III) Please ratify the proposal.

Resolutions:

~11~

[Discussions]

Proposed by the Board of Directors

Proposal I

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

  • (I) Considering the future business development needs of the company, it is proposed to allocate NT$45,734,460 from the distributable earnings of the fiscal year 2023. This will be used to increase the capital and issue 4,573,446 new shares with a par value of NT$10 per share. The distribution will be based on the proportion of shareholdings recorded in the shareholder registry on the ex-rights date, with a free distribution of 20 shares per thousand shares.

  • (II) In this earnings capitalization increase, new shares will be issued. Shareholders who receive less than one whole share will need to arrange for consolidation with the company’s stock transfer agent within five days from the allotment reference date. If consolidation is not completed within the specified period or if the consolidated shares still amount to less than one whole share, the amount will be converted into cash based on the face value, rounded down to the nearest NT$ (disregarding amounts less than NT$), and the Chairman is authorized to negotiate with specific individuals for subscription at face value. Due to the fact that our company’s stocks are issued in a non-physical form in accordance with the law, and in compliance with the registration and allocation operations of securities central depository institutions, the fractional amounts that are less than one share will be used to cover the expenses related to non-physical allocation and other necessary costs.

  • (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.

~12~

  • (V) In the event that the aforementioned matters regarding the issuance of new shares need to be revised due to regulatory requirements or objective environmental factors, it is proposed to authorize the Board of Directors to handle them with full authority.

  • (VI) Please discuss.

Resolutions:

Proposed by the Board of Directors

Proposal II

Subject: Amendments to partial content of the Rules of Procedure for Shareholders’ Meetings Description:

  • (I) Pursuant to the provisions of the Financial Supervisory Commission of the Republic of China (Taiwan) Letter No. 1120385664 issued on December 8, 2023, and taking into account the actual needs of our company, it is proposed to revise the ‘Shareholders’ Meeting Rules’ of our company

  • (II) Revised Article Comparison Table (Please refer to Attachment III on pages 44-52 of this manual).

  • (III) Please discuss.

Resolutions:

Proposed by the Board of Directors

Proposal III

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

  • (I) In order to meet the operational needs of the company and comply with legal regulations, it is proposed to revise the company’s articles of incorporation.

  • (II) The revised article comparison table can be found in (Attachment IV on page 53-54 of this manual).

  • (III) Please discuss.

Resolutions:

~13~

[Election Matters]

Proposed by the Board of Directors Subject: The company has conducted a comprehensive election of directors.

Description:

  • (I) The term of office for the current directors will expire on July 19, 2024, and a comprehensive election will be held in advance at this shareholders’ meeting in accordance with the law.

  • (II) According to the company’s articles of incorporation, the Board of Directors is composed of 7 to 9 members. In this instance, 7 directors (including 4 independent directors) should be appointed. The newly appointed directors will assume their positions immediately after the shareholders’ meeting and serve a term of three years, starting from June 13, 2024 and ending on June 12, 2027.

  • (III) The company’s articles of incorporation stipulate the election of directors through a candidate nomination system, and shareholders are required to appoint directors (including independent directors) from the list of director candidates.

  • (IV) Director and Independent Director Candidate List Related Information (Please refer to pages 15-18 of this manual).

~14~

Candidate
Category		 Name Education/Job Experience, Current Position Number of
shares held
(shares)
Independent
Director
Hsiao Sheng-
Hsien		 Education:
International Economic Law, School of
Law, University of International Business
and Economics (China)
Ph.D.
Master of Laws, Soochow University
School of Law
Bachelor of Business Administration in
Accounting, Department of Business
Administration, National Taiwan
University
Experience:
Partner and Managing Partner at Jianhe
United Certified Public Accountants
Director of the Taipei City Tax Agents
Association
Arbitrator of the Arbitration Association of
the Republic of China
Senior Consultant at Wan Hong
International Law Firm
Taipei and Shilin District Court Civil
Division Mediation Committee
Independent Director of Health
Corporation Limited
Independent Director of Taishan Enterprise
Co., Ltd
Current:
CPA Partner and Principal, FORMOSA &
CO., CPAS
APEXScience &Engineering Corp.		 0
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
Directorof FargloryReal Estate		 0

~15~

Candidate
Category		 Name Education/Job Experience, Current Position Number of
shares held
(shares)
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 Farglory Real Estate
Co., Ltd
Director of Tianjin Ecological City,
Farglory Investment and Development Co.,
Ltd.
APEXScience &Engineering Corp.
Independent
Director
Su Ya-Song		 Education:
Master’s degree in Business
Administration from National Taipei
University
Experience:
Independent Director at Donghuan
International Co., Ltd.
Director of Chang Ji Construction Co., Ltd.
Independent Director of LeadSun
Greentech Corporation
Current Position:
Chairman of Chiao Hsin Security Co., Ltd.
Chairman of Qiaoxin Apartment Building
Management and Maintenance Co., Ltd.
General Manager of Qiaoqiao Lifestyle
Business Co., Ltd.
Independent Director at Donghuan
International Co., Ltd.
Independent Director of LeadSun
Greentech Corporation
26,502
Independent
Director
Gu Yongjia		 Education:
Bachelor’s degree in Business
Administration from National Chung
Hsing University
Master of Business Administration,
University of Texas at Arlington
Ph.D. in Business Administration from the
University of Texas at Arlington, USA
Experience:
Independent Director of JARLLYTEC
CO., LTD.
Director of APEX Science & Engineering
Corp.
DirectorofSupervisionatAurotek		 225,282

~16~

Candidate
Category		 Name Education/Job Experience, Current Position Number of
shares held
(shares)
Corporation
Independent Director of Edison Opto
Corporation
Compensation Committee of TAISUN
ENTERPRISE CO.,LTD.
Director of Taiwan Futures Exchange
Corporation
Current Position:
Independent Director at Da Hui Limited
Independent Director of Family
International Gourmet Co., Ltd.
Taiwan Stock Exchange Limited Company
Corporate Governance Evaluation
Committee
Committee members
Executive Committee of the Chinese
Corporate GovernanceAssociation
Director Kuo Kuo-Hua Education:
Master, Department of Business
Administration of Taipei University
Experience:
General Manager at Fenghe Development
Corporation
President at Kaida Development Co., Ltd.
CurrentPosition:
Director of APEX Science & Engineering
Corp.
President at Kaida Development Co., Ltd.
President at Rex-stone International Co.,
Ltd.
Vice Chairman of Zhejiang Guyue
Longshan Electronic Technology
Development Co., Ltd.
Director Representative at Reinforce
Energy Corp.		 16,762,800
Director Lu Fang-Yuan Education:
Bachelor’s degree, Department of
Cooperative Economics, National Chung
Hsing University
Experience:
Supervisor at Guobin Construction Co.,
Ltd.
CurrentPosition:
Supervisor at Guobin Construction Co.,
Ltd.
Director of APEX Science & Engineering
Corp.		 102,000

~17~

Candidate
Category		 Name Education/Job Experience, Current Position Number of
shares held
(shares)
Director Kaida
Development
Co., Ltd.
Representative:
Wang Chao-
Kuei
Education:
Hsing Wu Institute of Technology
Experience:
President at Kaida Development Co., Ltd.
Current Position:
President at Kaida Development Co., Ltd.
Representative of APEX Science &
Engineering Corp.		 1,060,800

(V) Please elect. Election results:

~18~

[Other Agenda]

Proposed by the Board of Directors Proposal: waiver of non-competition clauses for newly elected directors and their representatives.

Description:

  • (I) In accordance with Article 209 of the Company Law, if the newly appointed directors and their representatives invest in or operate other companies that are similar to or within the same business scope as our company and serve as directors, provided that it does not harm the interests of our company, we propose to lift the restrictions on competition for the newly appointed directors and their representatives.

  • (II) Proposed request for termination of non-compete activities by newly appointed directors and their representatives (please refer to Attachment V on page 55 of this manual).

  • (III) Please discuss.

Resolutions:

[Extempore Motions]

[Adjournment]

~19~

Attachment I

APEX Science & Engineering Corp.

Comparison Table of Amendment to the Rules of Procedure for Board of

Directors Meetings

Directors Meetings Directors Meetings
Article Content Description
After Amendment Before Amendment
Article 8 When the Board of Directors of our
company convenes, the secretariat should
prepare relevant documents for the
attending directors to refer to at any time.
The Board of Directors meeting may
invite relevant department or subsidiary
personnel to attend, depending on the
content of the agenda. When necessary,
accountants, lawyers, or other
professionals may be invited to attend
meetings and provide explanations.
However, one should leave the seat
during discussions and voting.
The chairman of the board shall announce
the commencement of the meeting when
the scheduled meeting time has arrived
and more than half of the directors are
present. If more than half of the directors
are absent at the meeting, the chairman
may announce apostponement of the
meeting on the same day, with a
maximum of two postponements. If the
second postponement is still insufficient,
the chairperson shall convene a new
meeting in accordance with the
procedures specified in Article 3, Section
2.
The term “all directors” as referred to in
the preceding paragraph and Article 16,
paragraph 2, clause 2 shall be calculated
based on the actual incumbents.		 When the Board of Directors of our
company convenes, the secretariat should
prepare relevant documents for the
attending directors to refer to at any time.
The Board of Directors meeting may
invite relevant department or subsidiary
personnel to attend, depending on the
content of the agenda. When necessary,
accountants, lawyers, or other
professionals may be invited to attend
meetings and provide explanations.
However, one should leave the seat
during discussions and voting.
The chairman of the board shall announce
the commencement of the meeting when
the scheduled meeting time has arrived
and more than half of the directors are
present. If more than half of the directors
are absent at the meeting, the chairman
may announce a postponement of the
meeting, with a maximum of two
postponements. If the second
postponement is still insufficient, the
chairperson shall convene a new meeting
in accordance with the procedures
specified in Article 3, Section 2.
The term “all directors” as referred to in
the preceding paragraph and Article 16,
paragraph 2, clause 2 shall be calculated
based on the actual incumbents.		 Revise the
relevant
articles in
accordance
with the legal
amendments.
Article 11 The Board of Directors of the company
shall proceed in accordance with the
agenda procedures set forth in the
meetingnotice,but it maybe changed		 The Board of Directors of the company
shall proceed in accordance with the
agenda procedures set forth in the
meetingnotice,but it maybe changed		 Revise the
relevant
articles in
accordance

~20~

Article Content Content Description
After Amendment Before Amendment
with the consent of a majority of the
attending directors.
The chairman shall not adjourn the
meeting without the consent of a majority
of the directors present.
During the board meeting, if the number
of directors present does not reach a
majority, the chairman, upon proposal by
a director present, shall announce a
temporary adjournment of the meeting
and apply the provisions of Article 8,
Section 3.
The board meeting is in progress. If the
chairman is unable to preside over the
meeting due to unforeseen circumstances
or fails to adjourn the meeting as
stipulated in Article 2, the appointment of
a proxy shall be governed by the
provisions of Article 7, Paragraph 3.		 with the consent of a majority of the
attending directors.
The chairman shall not adjourn the
meeting without the consent of a majority
of the directors present.
During the board meeting, if the number
of directors present does not reach a
majority, the chairman, upon proposal by
a director present, shall announce a
temporary adjournment of the meeting
and apply the provisions of Article 8,
Section 3.		 with the legal
amendments.
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 may be
authorized to make resolutions.
This rules of procedure was established
on December 29, 2006.
The first amendment was made on March
4, 2008.
The second amendment was made on
December 18, 2012.
The third amendment was made on
March 26, 2014.
The fourth amendment was made on
November 10, 2017.
The fifth amendment was made on
November 13, 2018.
The sixth amendment was made on
March 27, 2020.
The seventh amendment was made on
August 11, 2020.
The eight amendment was made on
March 25, 2021.
The ninth amendment was made on
November 10,2022.		 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 may be
authorized to make resolutions.
This rules of procedure was established
on December 29, 2006.
The first amendment was made on March
4, 2008.
The second amendment was made on
December 18, 2012.
The third amendment was made on
March 26, 2014.
The fourth amendment was made on
November 10, 2017.
The fifth amendment was made on
November 13, 2018.
The sixth amendment was made on
March 27, 2020.
The seventh amendment was made on
August 11, 2020.
The eight amendment was made on
March 25, 2021.
The ninth amendment was made on
November 10,2022.		 Amendment
date is added.

~21~

Article Content Content Description
After Amendment Before Amendment
The tenth amendment was made on
March 14, 2024.

~22~

Attachment II

Financial Statements

Accountant Review Report

Balance Sheets

Statements of Comprehensive Income

Statements of Changes in Stockholders’ Equity

Cash Flow Statement

~23~

Independent Auditors’ Report

(113) CSBZ No.23004568

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, 2023 and 2022, 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, 2023 and 2022, 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 in the Republic of China. 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, 2023. 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 2023 are stated as follows:

Recognition of construction revenue

Explanation of the matter

Please refer to Notes 4(y), 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.

~24~

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.

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.

~25~

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

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

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

  4. 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.

  5. 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, 2023 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

Fu-Ming Liao CPA Ching-Chang Chen

Financial Supervisory Commission Approval Number: Jin Guang Zheng Shen No. 1090350620 Jin Guang Zheng Shen No. 1060025060

March 14, 2024

~26~

APEX SCIENCE & ENGINEERING CORP.

Parent Company Only Balance Sheet For the Years Ended December 31, 2023 and 2022

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, 2023

Amount

%
$ 196,458
3
-
-
182,066
3
1,853
-
70,159
1
67,966
1
3,694,479
57
3,032
-
561,089
8
107,287
2
588,479
9
5,472,868
84
7,887
-
665,996
10
103,247
2
3,867
-
64,438
1
21,414
-
168,337
3
1,035,186
16
$ 6,508,054 100		 Unit: NT$1,000
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
Amount

$ 196,458
-
182,066
1,853
70,159
67,966
3,694,479
3,032
561,089
107,287
588,479
5,472,868
7,887
665,996
103,247
3,867
64,438
21,414
168,337
1,035,186
$ 6,508,054		 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
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

(To be continued on the next page)

~27~

APEX SCIENCE & ENGINEERING CORP.

Parent Company Only Balance Sheet For the Years Ended December 31, 2023 and 2022

Liabilities and equity Unit: NT$1,000
December 31, 2023

December 31, 2022
Notes
Amount

%
Amount

%
6(l)
$ 316,163
5 $ 322,756
4
6(m)
60,000
1
-
-
6(u)
1,110
-
33,353
-
4,149
-
177
-
107,472
2
78,077
1
7
-
-
2,263
-
83,578
1
58,670
1
7,458
-
1,293
-
1,844
-
1,841
-
6(p)
1,820,372
28
1,530,160
19
6(n)
311,532
5
2,577,371
31
2,713,678
42
4,605,961
56
6(o)
498,270
8
497,673
6
6(bb)
35,455
-
31,177
-
1,992
-
235
-
320
-
320
-
536,037
8
529,405
6
3,249,715
50
5,135,366
62
6(r)
2,306,723
35
2,287,135
28
6(s)
285,001
4
275,698
3
6(t)
310,928
5
290,234
4
19,414
-
23,118
-
634,749
10
581,460
7
(
21,991 )
- (
19,415 )
-
6(j) and 8
(
276,485 ) (
4 ) (
302,615 ) (
4 )
3,258,339
50
3,135,615
38
9
11
$ 6,508,054 100 $ 8,270,981 100
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

~28~

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2023 and 2022

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

Item are an integral part of the financial report. Please read them together.
Manager: KUO, KUO-HUA
Accounting Manager: WU, HSIU-LIN
2023
2022
Notes
Amount
%
Amount
%
6(u)
$ 1,030,149
100
$ 886,005
100
6(e)(z)
(aa)
(
698,625 )(
68 )(
553,235) (
63 )
331,524
32
332,770
37
6(z)
(aa)
(
40,567 ) (
4 ) (
37,791 ) (
4 )
(
104,948 ) (
10 ) (
99,702 ) (
11 )
(
2,027 )
- (
2,751 ) (
1 )
12(b)
-
- (
1,686)
-
(
147,542 )(
14 )(
141,930) (
16 )
183,982
18
190,840
21
6(v)
40,079
4
32,381
4
6(w) and 7
7,683
1
6,727
1
6(x)
(
1,226 )
-
10,295
1
6(y)
(
13,500 ) (
2 ) (
9,982 ) (
1 )

6(i)
43,686
4
37,282
4
76,722
7
76,703
9
260,704
25
267,543
30
6(bb)
(
55,912 )(
5 )(
60,609) (
7 )
$ 204,792
20
$ 206,934
23
6(h)
$ 2,240
- ( $ 1,397 )
-


6(i)
(
253 )
-
52
-
6(i)
(
4,563 )
-
5,048
1
($ 2,576 )
-
$ 3,703
1
$ 202,216
20
$ 210,637
24
6(cc)
$ 1.04
$ 1.03
6(cc)
$ 1.03
$ 1.02
The accompanying notes
President: KUO, KUO-HUA
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

~29~

Unit: NT$1,000

APEX SCIENCE & ENGINEERING CORP.

Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2023 and 2022

Notes
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:
6(t)
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
6(i)
Treasury stock repurchase
6(r)
Balance as of December 31,
2022
2023
Balance as of January 1, 2023
Net income (net loss) for the
period
Other comprehensive income for
the period
Total comprehensive income for
the period
Appropriation of earnings in
2022:
6(t)
Provision for legal reserve
Reversal of special reserve
Cash dividends
Stock Dividends
Unclaimed Dividends
Number of cash dividends on the
Company’s shares held by its
subsidiary as treasury stocks
6(i)
Cancellation of Treasury Stock 6(r)
Balance as of December 31,
2023		 Notes Ordinary share
capital		 Ordinary share
capital		 Capital surplus Capital surplus Retained earnings Retained earnings Other Other equity equity Treasury stock Treasury stock Total
Capital surplus -
Treasury stock		 Capital surplus -
Differences
between the
price of
acquisition or
disposal of
shares of
subsidiaries and
the book value
Capital surplus -
Others		 Legal capital
reserve		 Special surplus
reserve		 Unappropriated
earnings		 Exchange
differences on
translating the
financial
statements of
foreign
operations		 Unrealized
gains or losses
on financial
assets at fair
value through
other
comprehensive
income
( $ 2,287,135
-
-
-
-
-
-
-
-
$ 2,287,135

$ 2,287,135
-
-
-
-
-
-
44,838
-
-

25,250 )
$ 2,306,723









(
 $ 267,024
-
-
-
-
-
-
6,366
-
$ 273,390

$ 273,390
-
-
-
-
-
-
-
-
10,184

880 )
$ 282,694










$ 2,132
-
-
-
-
-
-
-
-
$ 2,132

$ 2,132
-
-
-
-
-
-
-
-
-
-
$ 2,132		 $ 176

-

-

-
-
-
-
-

-
$ 176


$ 176
-

-

-
-
-
-
-
(
1 )
-

-
$ 175










$ 279,960
-
-
-
10,274
-
-
-
-
$ 290,234

$ 290,234
-
-
-
20,694
-
-
-
-
-
-
$ 310,928		 $ 22,686

-

-

-
-
432
-
-

-
$ 23,118


$ 23,118
-

-

-
-
(
3,704 )
-
-
-
-

-
$ 19,414		 $ 441,778

206,934

-

206,934
(
10,274 )
(
432 )
(
56,546 )
-

-
$ 581,460


$ 581,460
204,792

-

204,792
(
20,694 )
3,704
(
89,675 )
(
44,838 )
-
-

-
$ 634,749		 (




(

(
(
(

(		 $ 13,831 )
-
5,048
5,048
-
-
-
-
-
$ 8,783 )

$ 8,783 )
-

4,563 )

4,563 )
-
-
-
-
-
-
-
$ 13,346 )		 (

(
(

(

(



(		 $ 9,287 )
-

1,345 )

1,345 )
-
-
-
-
-
$ 10,632 )

$ 10,632 )
-
1,987
1,987
-
-
-
-
-
-
-
$ 8,645 )		 (



(
(

(



(		 $ 281,967 )
-
-
-
-
-
-
-

20,648 )
$ 302,615 )

$ 302,615 )
-
-
-
-
-
-
-
-
-
26,130
$ 276,485 )		 $ 2,995,806

206,934

3,703

210,637
-
-
(
56,546 )
6,366
(
20,648 )
$ 3,135,615


$ 3,135,615
204,792
(
2,576 )

202,216
-
-
(
89,675 )
-
(
1 )
10,184

-
$ 3,258,339

President: KUO, KUO-HUA

The accompanying notes are an integral part of the financial report. Please read them together. Manager: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

~30~

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2023 and 2022

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 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

Profit from lease modification

Changes in operating assets and liabilities
Net changes in operating assets
Contract assets
Notes receivable
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 operations
Cash collected from interest income
Cash paid for interest expenses
Income tax paid for the period
Net cash generated from operating
activities		 Unit: NT$1,000
Notes
For the Year Ended
December 31, 2023
For the Year Ended
December 31, 2022
$ 260,704 $ 267,543
6(j)(k)
(z)
3,006
2,643
6(z)
2,588
2,242
6(z)
1,772
1,697
6(z)
69
139
6(y)
13,500
9,982
6(v)
(
40,079 ) (
32,381 )
6(i)
(
43,686 ) (
37,282 )
12(b)
-
1,686
6(x)
(
1 ) (
205 )
6(x)
(
5 )
-
22,872 (
29,537 )
(
160 )
1,605
22,673
55,518
(
10,397 ) (
37,687 )
583,082 (
740,420 )
(
212 ) (
2,594 )
26,432 (
20,883 )
403 (
3,147 )
(
2,649 )
4,200
(
32,243 )
444
3,972 (
2,891 )
29,395 (
45,576 )
(
2,263 ) (
12,222 )
24,738
21,613
(
4,055 )
1,329,653
- (
420 )
859,456
733,720
5,605
2,628
(
12,733 ) (
9,380 )
(
6,741 ) (
1,547 )
845,587
725,421

(To be continued on the next page)

~31~

APEX SCIENCE & ENGINEERING CORP. Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2023 and 2022

Cash flows from investing activities
Financial assets at amortized cost

Acquisition of property, plant and equipment

Increase in restricted assets
Increase 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
Repayment of the principal portion of lease
liabilities
Cash dividends distributed

Treasury stock repurchase

Capital reserve transferred from overdue
dividends
Net cash generated from (used in)
financing activities
Increase (decrease) 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$1,000
Notes
For the Year Ended
December 31, 2023
For the Year Ended
December 31, 2022
6(b)
$ 61,856 ( $ 61,856 )
6(j)
(
3,029 ) (
5,330 )
(
1,182,372 ) (
496,007 )
(
4,936 ) (
2,684 )
6(i)
43,938
47,122
54
205
(
1,084,489 ) (
518,550 )
1,983,273
1,724,339
(
1,989,866 ) (
1,697,183 )
6(dd)
60,000 (
90,000 )
2,210,281
1,767,040
(
1,920,069 ) (
1,871,110 )
(
2,510 ) (
2,386 )
6(t)
(
89,675 ) (
56,546 )
6(r)
- (
20,648 )
(
1 )
-
251,433 (
246,494 )
12,531 (
39,623 )
183,927
223,550
$ 196,458 $ 183,927

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

Manager: KUO, KUO-HUA

President: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

~32~

Independent Auditors’ Report

(113) CSBZ No.23004538

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, 2023 and 2022, 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, 2023 and 2022.

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, 2023 and December 31, 2022, and their consolidated financial performance and cash flows for the years ended December 31, 2023 and December 31, 2022, 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. 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 2023 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 2023 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(z), 5(b) and 6(v) to the Consolidated Financial Statements.

33

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 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 - Individual Report

The Parent Company Only Financial Statements of Apex Science & Engineering Corp. for Year 2023 and Year 2022 have been prepared, duly audited by the CPAs with a clean Audit Report with unqualified opinion issued for reference.

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

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.

34

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 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

35

obtained up to the date of our Auditor’s Report. However, future events or conditions may cause Apex Group to cease to continue as a going concern.

  1. 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.

  2. 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 2023 Consolidated Financial Statements of Apex Group and are therefore the key audit matters. We describe these matters in our Auditor’s Report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers Taiwan

Fu-Ming Liao CPA Ching-Chang Chen

Financial Supervisory Commission Approval Number: Jin Guang Zheng Shen No. 1090350620 Jin Guang Zheng Shen No. 1060025060

March 14, 2024

36

Apex Science & Engineering Corp. and Its Subsidiary Companies Consolidated Balance Sheets For the Years Ended December 31, 2023 and 2022

Assets Notes
6(a)
6(b)
6(v) and 7
6(c)
6(c)
6(d)
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 31,2023
Amount
%
$ 239,601
3
-
-
304,176
4
1,853
-
70,159
1
4,191,998
55
-
-
949,030
12
607,313
8
672,512
9
7,036,642
92
7,950
-
204,632
3
118,058
2
6,205
-
64,438
1
21,414
-
170,891
2
593,588
8
$ 7,630,230 100		 Unit: NT$1,000
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
Amount
$ 239,601
-
304,176
1,853
70,159
4,191,998
-
949,030
607,313
672,512
7,036,642
7,950
204,632
118,058
6,205
64,438
21,414
170,891
593,588
$ 7,630,230		 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
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
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

(To be continued on the next page)

~37~

Apex Science & Engineering Corp. and Its Subsidiary Companies Consolidated Balance Sheets For the Years Ended December 31, 2023 and 2022

Liabilities and equity Unit: NT$1,000
December31,2023

December31,2022
Notes
Amount

%
Amount

%
6(l)
$ 808,980
11
$ 798,190
8
6(m)
110,000
2
50,000
1
6(v)
107,249
1
111,880
1
6,264
-
4,686
-
6(n)
380,067
5
355,710
4
102,054
1
78,770
1
12,376
-
5,583
-
3,265
-
4,532
-
6(q)
1,858,372
24
1,633,729
17
6(o)
311,926
4
2,578,502
28
3,700,553
48
5,621,582
60
6(p)
498,270
7
497,673
5
6(q)
45,667
1
-
-
6(cc)
35,455
-
31,177
1
2,934
-
730
-
336
-
336
-
582,662
8
529,916
6
4,283,215
56
6,151,498
66
6(s)
2,306,723
30
2,287,135
24
6(t)
285,001
4
275,698
3
6(u)
310,928
4
290,234
3
19,414
-
23,118
-
634,749
8
581,460
6
(
21,991 )
- (
19,415 )
-
6(s) and 8
(
276,485 ) (
3 ) (
302,615 ) (
3 )
3,258,339
43
3,135,615
33
4(c)
88,676
1
87,170
1
3,347,015
44
3,222,785
34
9
11
$ 7,630,230 100
$ 9,374,283 100
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 loan
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

~38~

Apex Science & Engineering Corp. and Its Subsidiary Companies Consolidated statements of comprehensive income For the Years Ended December 31, 2023 and 2022

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

Item 2023
2022
Notes
Amount
%
Amount
%
6(v) and 7
$ 3,484,066
100
$ 2,951,661
100
6(e)(aa)
(bb)
(
3,096,150)(
89)(
2,584,450 ) (
88)
387,916
11
367,211
12
6(aa)
(bb)
(
40,567 ) (
1 ) (
37,791 ) (
1 )
(
123,643 ) (
4 ) (
117,958 ) (
4 )
(
2,027 )
- (
2,751 )
-
12(b)
-
- (
1,686 )
-
(
166,237)(
5)(
160,186 ) (
5)
221,679
6
207,025
7
6(w)
40,668
1
32,649
1
6(x)
9,462
-
11,869
-
6(y)
(
1,502 )
-
8,783
-
6(z)
(
22,471 )
- (
16,140 )
-
6(i)
25,414
1
31,337
1
51,571
2
68,498
2
273,250
8
275,523
9
6(cc)
(
66,074)(
2)(
67,109 ) (
2)
$ 207,176
6
$ 208,414
7
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
7900
Net profit before tax
7950
Income tax
8200
Net income for the period

(To be continued on the next page)

~39~

Apex Science & Engineering Corp. and Its Subsidiary Companies Consolidated statements of comprehensive income For the Years Ended December 31, 2023 and 2022

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

Item 2023
Notes
Amount
6(h)
$ 1,961
(
4,563)
($ 2,602)
$ 204,574
$ 204,792
2,384
$ 207,176
$ 202,216
2,358
$ 204,574
6(dd)
$ 6(dd)
$		 2023 2022
%
Amount
- ( $ 1,339 )
-
5,048
-
$ 3,709
6
$ 212,123
6
$ 206,934
-
1,480
6
$ 208,414
6
$ 210,637
-
1,486
6
$ 212,123
1.04
$ 1.03
$		 2022
%
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
-
-
-
7
7
-
7
7
-
7
1.03
$ $ 1.02

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

~40~

Apex Science & Engineering Corp. and Its Subsidiary Companies Consolidated statements of changes in equity For the Years Ended December 31, 2023 and 2022

Unit: NT$1,000

2022
Balance as of January 1, 2022
Consolidated net profit 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
Non-controlling interest decrease
Purchased treasury stocks
Balance as of December 31, 2022
2023
Balance as of January 1, 2023
Consolidated net profit for the period
Other comprehensive income for the period
Total comprehensive income for the period
Appropriation of earnings in 2022:
Provision for legal reserve
Reversal of special reserve
Cash dividends
Stock Dividends
Unclaimed Dividends
Number of cash dividends on the Company’s shares
held by its subsidiary as treasury stocks
Non-controlling interest decrease
Cancellation of Treasury Stock
Balance as of December 31, 2023		 Notes Equity attributab leto owners of the parentcompany Non-controlling
interests		 Totalequity
Ordinary share
capital		 Capitalsurplus R etained earnings Other equity Treasury stock Total
Legal capital
reserve		 Special surplus
reserve		 Unappropriated
earnings		 Exchange
differences on
translating the
financial
statements of
foreign
operations		 Unrealized gains
or losses on
financial assets
at fair value
through other
comprehensive
income
6(h)
6(u)
6(s)
6(h)
6(u)
6(s)		 $ 2,287,135
-
-
-
-
-
-
-
-
-
$ 2,287,135
$ 2,287,135
-
-
-
-
-
-
44,838
-
-
-
(
25,250 )
$ 2,306,723		 $ 269,332
-
-
-
-
-
-
6,366
-
-
$ 275,698
$ 275,698
-
-
-
-
-
-
-
(
1 )
10,184
-
(
880 )
$ 285,001


$ 279,960
-
-
-
10,274
-
-
-
-
-
$ 290,234
$ 290,234
-
-
-
20,694
-
-
-
-
-
-
-
$ 310,928		 $ 22,686
-
-
-
-
432
-
-
-
-
$ 23,118
$ 23,118
-
-
-
-
(
3,704 )
-
-
-
-
-
-
$ 19,414		 $ 441,778
206,934
-
206,934
(
10,274 )
(
432 )
(
56,546 )
-
-
-
$ 581,460
$ 581,460
204,792
-
204,792
(
20,694 )
3,704
(
89,675 )
(
44,838 )
-
-
-
-
$ 634,749		 ( $ 13,831 )
-
5,048
5,048
-
-
-
-
-
-
( $ 8,783 )
( $ 8,783 )
-
(
4,563 )
(
4,563 )
-
-
-
-
-
-
-
-
( $ 13,346 )		 ( $ 9,287 )
-
(
1,345 )
(
1,345 )
-
-
-
-
-
-
( $ 10,632 )
( $ 10,632 )
-
1,987
1,987
-
-
-
-
-
-
-
-
( $ 8,645 )		 ( $ 281,967 )
-
-
-
-
-
-
-
-
(
20,648 )
( $ 302,615 )
( $ 302,615 )
-
-
-
-
-
-
-
-
-
-
26,130
( $ 276,485 )		 $ 2,995,806
206,934
3,703
210,637
-
-
(
56,546 )
6,366
-
(
20,648 )
$ 3,135,615
$ 3,135,615
204,792
(
2,576 )
202,216
-
-
(
89,675 )
-
(
1 )
10,184
-
-
$ 3,258,339		 $ 88,524
1,480
6
1,486
-
-
-
-
(
2,840 )
-
$ 87,170
$ 87,170
2,384
(
26 )
2,358
-
-
-
-
-
-
(
852 )
-
$ 88,676		 $ 3,084,330
208,414
3,709
212,123
-
-
(
56,546 )
6,366
(
2,840 )
(
20,648 )
$ 3,222,785
$ 3,222,785
207,176
(
2,602 )
204,574
-
-
(
89,675 )
-
(
1 )
10,184
(
852 )
-
$ 3,347,015

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

~41~

Apex Science & Engineering Corp. and Its Subsidiary Companies Consolidated statements of cash flows For the Years Ended December 31, 2023 and 2022

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

Dividend income

Expected credit impairment loss

Gain on disposal of property, plant and
equipment

Profit from lease modification

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		 Unit: NT$1,000
Notes
For the Year Ended
December 31, 2023
For the Year Ended
December 31, 2022
$ 273,250 $ 275,523
6(j)(k)
(aa)
3,960
3,590
6(aa)
6,841
5,466
6(aa)
1,773
1,790
6(aa)
69
139
6(w)
(
40,668 ) (
32,649 )
6(x)
(
1,065 )
-
12(b)
-
1,686
6(y)
(
8 ) (
205 )
6(y)
(
5 )
-
6(z)
22,471
16,140
6(i)
(
25,414 ) (
31,337 )
(
22,412 ) (
153,872 )
(
160 )
1,815
-
23,982
22,674
149,097
588,721 (
734,267 )
26,431 (
20,883 )
377,250 (
279,653 )
(
1,525 ) (
71,643 )
(
4,631 ) (
29,941 )
1,578 (
11,716 )
24,357 (
28,923 )
23,167
9,106
(
9,228 )
1,328,337
- (
1,591 )
1,267,426
419,991
6,193
2,896
(
21,757 ) (
15,538 )
(
16,069 ) (
4,296 )
1,235,793
403,053

(To be continued on the next page)

~42~

Apex Science & Engineering Corp. and Its Subsidiary Companies Consolidated statements of cash flows For the Years Ended December 31, 2023 and 2022

Cash flows from investing activities
Decrease (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
Cash dividend payments of the invested company
evaluated with the equity method
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
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
Decrease of cash and cash equivalents for 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$1,000
Notes
For the Year Ended
December 31, 2023
For the Year Ended
December 31, 2022
$ 61,856 ( $ 61,856 )
6(j)
(
3,144 ) (
6,298 )
158
205
(
1,583,116 ) (
510,360 )
(
3,802 ) (
2,300 )
35,790
-
(
1,492,258 ) (
580,609 )
4,079,204
3,890,224
(
4,068,414 ) (
3,455,060 )
6(ee)
60,000 (
90,000 )
2,295,281
1,797,040
(
2,024,971 ) (
1,943,186 )
(
6,398 ) (
5,838 )
(
79,491 ) (
50,180 )
(
1 )
-
6(s)
- (
20,648 )
(
852 ) (
2,840 )

254,358
119,512
(
49 )
2,198

(
2,156 ) (
55,846 )
241,757
297,603
$ 239,601$ 241,757

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

~- 43 -~

Attachment III

APEX Science & Engineering Corp.

Comparison Table of Amendments to the Rules of Procedure

for Shareholders’ Meetings

for Shareholders’ Meetings for Shareholders’ Meetings for Shareholders’ Meetings
Article Content Description
After Amendment Before Amendment
Article 3 Unless otherwise provided by law or
regulation, this Company’s shareholders’
meetings shall be convened by the Board
of Directors.
The company shall convene a shareholder
meeting via video conference. Unless
otherwise specified in the guidelines for
the handling of stock affairs of publicly
traded companies, this should be stated in
the articles of incorporation and approved
by the Board of Directors. Resolutions of
the video conference shareholder meeting
shall be implemented upon the attendance
of two-thirds or more of the directors and
the agreement of a majority of the
attending directors, as determined 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 should send the notice of
the shareholders’ meeting, the paper for
the power of attorney, relevant
recognition cases, discussion cases,
matters of electing or dismissing
directors, and other agenda items, along
with explanatory materials, the
shareholders’ meeting manual, and
supplementary meeting materials, to the
Public Information Observation Station
via electronic file transmission, 30 days
before the regular shareholders’ meeting
or 15 days before the ad hoc shareholders’
meeting. 15 days before the date of the		 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
annualshareholders’meeting or before 15
days before the date of a special
shareholders’meeting. And it shall
upload electronic versions of the meeting		 Amend
relevant
articles in
accordance
with legal
requirements
and the actual
needs of the
company.

~- 44 -~

Article Content Content Content Description
After Amendment Before Amendment
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		 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

~- 45 -~

Description

Article

Content

After Amendment

Before Amendment

platform.

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 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 noncompete 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 561, Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extempore motion.

The cause or subject of a shareholders’ meeting to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient thereof. Election or dismissal of Directors of Board or supervisors, amendments to the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, the approval of Directors of Board’s noncompete 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 561, 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

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

~- 46 -~

Article

After Amendment

Content Description Before Amendment

list a proposal put forward by list a proposal put forward by shareholders which has one of the shareholders which has one of the circumstances in the paragraphs of Article circumstances in the paragraphs of Article 172-1 to 4 of the Company Act. 172-1 to 4 of the Company Act. Shareholders may put forward proposals Shareholders may put forward proposals urging the Company to promote public urging the Company to promote public interests or fulfill its social interests or fulfill its social responsibilities. The procedure shall be in responsibilities. The procedure shall be in accordance with the relevant provisions of accordance with the relevant provisions of Article 172-1 of the Company Act, and Article 172-1 of the Company Act, and any proposal exceeding one item shall not any proposal exceeding one item shall not be included in the motion. be included in the motion. Prior to the ex-dividend date before an Prior to the ex-dividend date before an annual shareholders’ meeting is held, the annual shareholders’ meeting is held, the Company shall publicly announce that it Company shall publicly announce that it will receive shareholder proposals, in will receive shareholder proposals, in written or electronic form, and the written or electronic form, and the location and time period for their location and time period for their submission; the period for submission of submission; the period for submission of shareholder proposals may not be less shareholder proposals may not be less than 10 days. than 10 days. Proposals submitted by shareholders are Proposals submitted by shareholders are limited to 300 words, and no proposal limited to 300 words, and no proposal containing more than 300 words will be containing more than 300 words will be included in the meeting agenda. The included in the meeting agenda. The shareholder making the proposal shall be shareholder making the proposal shall be present in person or by proxy at the present in person or by proxy at the annual shareholders’ meeting and take annual shareholders’ meeting and take part in the discussion of the proposal. part in the discussion of the proposal. Prior to the date for issuance of notice of Prior to the date for issuance of notice of a shareholders meeting, the Company a shareholders meeting, the Company shall inform the shareholders who shall inform the shareholders who submitted proposals of the proposal submitted proposals of the proposal screening results and shall list in the screening results and shall list in the meeting notice the proposals that conform meeting notice the proposals that conform to the provisions of this article. At the to the provisions of this article. At the shareholders’ meeting the Board of shareholders’ meeting the Board of Directors shall explain the reasons for the Directors shall explain the reasons for the exclusion of any shareholder proposals exclusion of any shareholder proposals not included in the agenda. not included in the agenda. Article 6-1 (Holding video shareholders’ meetings (Holding video shareholders’ meetings Amend the and convening to notify matters which and convening to notify matters which Article shall be specified) shall be specified) according to

~- 47 -~

Article Content Content Description
After Amendment Before Amendment
Where the Company holds a video
shareholders’ meeting, it shall specify the
following matters in the notice of
convening the shareholders’ meeting:
I.
Methods for shareholders to
participate in video meetings and
exercise rights.
II.
Methods to deal with obstacles on
the video meeting platform or in
participation by video conferencing
due to natural disasters, incidents or
other force majeure events, at least
including the following matters:
(I)
The meeting time needs to be
postponed or renewed because
the aforesaid obstacles cannot
be eliminated, and the meeting
date needs to be postponed or
renewed.
(II)
Shareholders who have not
registered participation in
original shareholders’
meetings by video
conferencing shall not
participate in postponed or
renewed meetings.
(III) 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		 Where the Company holds a video
shareholders’ meeting, it shall specify the
following matters in the notice of
convening the shareholders’ meeting:
I.
Methods for shareholders to
participate in video meetings and
exercise rights.
II.
Methods to deal with obstacles on
the video meeting platform or in
participation by video conferencing
due to natural disasters, incidents or
other force majeure events, at least
including the following matters:
(I)
The meeting time needs to be
postponed or renewed because
the aforesaid obstacles cannot
be eliminated, and the meeting
date needs to be postponed or
renewed.
(II)
Shareholders who have not
registered participation in
original shareholders’
meetings by video
conferencing shall not
participate in postponed or
renewed meetings.
(III) 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		 the regulation
revision

~- 48 -~

Article Content Content Description
After Amendment Before Amendment
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.Except for the
provisions of Article 44-9,
Paragraph 6 of the Guidelines for
the Handling of Stock Affairs of
Publicly Issued Companies, the
company should provide
shareholders with the necessary
equipment and assistance for online
connection, and specify the period
during which shareholders can
apply to the company and other
relevant matters to be noted.		 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 7 (Chairman of the Shareholders’Meeting,
Attendees)
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
theproxy. If the President does not		 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
theproxy. If the President does not		 To align with
the
company’s
operational
practices, an
addition is
being made.

~- 49 -~

Description

Article

After Amendment

Content

Before Amendment

Article Content Content Content Description
After Amendment Before Amendment
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’ meetingas an observer.		 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’ meetingas an observer.
Article 12 (Calculation of Voting Shares, Abstention
System)
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		 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		 To align with
the
company’s
operational
practices, an
addition is
being made.

~- 50 -~

Article Content Content Description
After Amendment Before Amendment
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.		 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 17 (Maintenance of Venue Order)
The staff members who take charge of the
shareholder meeting affairs shall wear
identification certificates or armbands.
The chairperson may direct patrol
personnel or security personnel to assist
in maintaining the order of the meeting.
Such patrol personnel or security
personnel shall wear arm badges marked
“Patrol Personnel” while maintaining the
order of the meeting.
There is amplification equipment at the
meeting place, if a shareholder makes a
speech with amplification equipment not
provided by the Company, the
chairperson may stop it.
In the event that a shareholder violates the
Rules and defies the chairperson’s
rectification or obstructs the progress of
the meeting or objects to the action to
stophim or her,the chairperson may		 The staff members who take charge of the
shareholder meeting affairs shall wear
identification certificates or armbands.
The chairperson may direct patrol
personnel or security personnel to assist
in maintaining the order of the meeting.
Such patrol personnel or security
personnel shall wear arm badges marked
“Patrol Personnel” while maintaining the
order of the meeting.
There is amplification equipment at the
meeting place, if a shareholder makes a
speech with amplification equipment not
provided by the Company, the
chairperson may stop it.
In the event that a shareholder violates the
Rules and defies the chairperson’s
rectification or obstructs the progress of
the meeting or objects to the action to
stophim or her,the chairperson may		 To align with
the
company’s
operational
practices, an
addition is
being made.

~- 51 -~

Article Content Content Description
After Amendment Before Amendment
instruct the rectification or security
personnel to help maintain the order of
the meeting.		 instruct the rectification or security
personnel to help maintain the order of
the meeting.
Article 18 (Break, Continue Meeting)
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 CompanyAct.		 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 CompanyAct.		 To align with
the
company’s
operational
practices, an
addition is
being made.
Article 22 (Treatment of digital divide)
When the Company holds a video
shareholders’ meeting, it shall provide
adequate alternative measures for
shareholders who have difficulty
participating in the shareholders’ meeting
by video conferencing.Except for the
provisions of Article 44-9, Paragraph 6 of
the Guidelines for the Handling of Stock
Affairs of Publicly Issued Companies, the
company should provide shareholders
with the necessary equipment and
assistance for online connection, and
specify the period during which
shareholders can apply to the company
and other relevant matters to be noted.		 (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.		 Amend the
Article
according to
the regulation
revision

~- 52 -~

Attachment IV

Comparison Table of Amendments to the Articles of Incorporation of APEX Science & Engineering Corp.

Article Content Content Description
After Amendment Before Amendment
Article 14 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.
Among the above-mentioned
director positions, the number of
independent directors shall not
be less thanthree, and shall not
be less than one-thirdof the total
number of directors. 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. Regarding the
professional qualifications,
shareholding, and concurrent
employment restrictions of
independent directors,
The nomination and appointment
procedures and other matters to
be followed shall be handled in
accordance with the relevant
provisions of the Company Law,
Securities and Exchange Act, and
other applicable regulations. 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		 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 leasttwo
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-fifthof 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. Regarding the
professional qualifications,
shareholding, and concurrent
employment restrictions of
independent directors,
The nomination and appointment
procedures and other matters to be
followed shall be handled in
accordance with the relevant
provisions of the Company Law,
Securities and Exchange Act, and
other applicable regulations. 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		 Amend the
Article
according
to the
regulation
revision

~- 53 -~

such level as generally adopted
by the enterprises of the same
industry.		 generally adopted by the
enterprises of the same industry.
Article 17 When the Board of Directors
holds a meeting, directors are
expected to attend in person. If
they are unable to attend due to
unforeseen circumstances,they
may issue a power of attorney,
specifying the authorized scope
of convening and authorizing
other directors to attend the
board meeting on their behalf.
The authorized director may
exercise voting rights on all
matters raised during the
meeting, but only within the
limits of the delegation.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.		 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.		 Amend the
Article
according
to the
regulation
revision
Article 26 This chapter was established on
August 3, 1976... (omitted) The
39th amendment was made on
June 26, 2023, and the 40th
amendment was made on June
13, 2024.		 The Articles of Incorporation were
enacted on August 3,
1976.......(omitted) The thirty-ninth
amendment was made on July 26,
2023.		 Add the
amendment
date.

~- 54 -~

Attachment V

Content of Non-compete Restrictions for Independent Director Candidates

Category Name Termination of director’s non compete content
Director Kuo Kuo-Hua 1. President at Kaida Development Co., Ltd.
2. President at Rex-stone International Co., Ltd.
3. Vice Chairman of Zhejiang Guyue Longshan
Electronic Technology Development Co., Ltd.
4. Director Representative at Reinforce Energy
Corp.
Director Kaida Development
Co., Ltd.
Representative:
Wang Chao-Kuei		 1. President at Kaida Development Co., Ltd.
Independent
Director		 Hsiao Sheng-Hsien 1. CPA Partner and Principal, FORMOSA & CO.,
CPAS
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 Farglory Real Estate Co.,
Ltd
7. Director of Tianjin Ecological City, Farglory
Investment and Development Co., Ltd
Independent
Director		 Su Ya-Song 1. Chairman of Chiao Hsin Security Co., Ltd.
2. Chairman of Qiaoxin Apartment Building
Management and Maintenance Co., Ltd.
3. General Manager of Qiaoqiao Lifestyle Business
Co., Ltd.
4. Independent Director at Donghuan International
Co., Ltd.
5. Independent Director of LeadSun Greentech
Corporation
Independent
Director		 Gu Yongjia 1. Independent Director at Da Hui Limited
2. Independent Director of Family International
Gourmet Co., Ltd.
3. Evaluation Committee of the Taiwan Stock
Exchange Limited Company Corporate
Governance
4. Executive Committee of the Chinese Corporate
Governance Association

~- 55 -~

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.

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

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

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

A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at an annual shareholders’ meeting. 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.

~- 57 -~

After the power of attorney is delivered to the Company, shareholders who tend to attend the shareholders’ meeting by video conferencing shall, two days before the date of the shareholders’ meeting, send a written notice of revoking entrustment to the Company; in the event of delayed revocation, the voting right exercised by the proxy present shall prevail.

  • Article V. (Principles for the Place and Time of Shareholders’ Meetings) The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

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

  • 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-I. (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

~- 58 -~

by video conferencing due to natural disasters, incidents or other force majeure events, at least including the following matters: 

  - (I) The meeting time needs to be postponed or renewed because the aforesaid obstacles cannot be eliminated, and the meeting date needs to be postponed or renewed.

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

  - (III) 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-

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in, report for duty, questioning, voting and company vote counting results of shareholders shall be recorded and kept, and the video meeting shall be continuously recorded and video recorded.

The foregoing data, audio and video shall be properly stored during the existence of the Company. The audio and video shall be kept by the proxy handling video meeting affairs.

Where the shareholders’ meeting is held by video, the Company should make audio and video recording of the background operation interface of the video meeting platform.

  • 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 onethird 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

~- 60 -~

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 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

~- 61 -~

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 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

~- 62 -~

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 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

~- 63 -~

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.

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

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the Company Act, when the video meeting platform or participation by video conferencing is blocked for more than thirty minutes due to natural disasters, incidents or other force majeure events before the Chair declares the meeting adjourned, except for the cases in which there is no need to postpone or continue the meeting as stipulated in Item IV, Article 44-20 of the Standards for the Handling of Shares of Public Offering Companies.

In the event of the aforementioned postpone or renewal of the meeting, shareholders who have not registered participation in the original shareholders’ meeting by video conferencing shall not participate in the postponed or renewed meeting.

In the event of the postpone or renewal of the meeting under Item II, if a shareholder who has registered participation in the original shareholders’ meeting by video conferencing and completed registration fails to participate in the postponed or renewed meeting, its number of shares attended, voting rights and election rights exercised at the original shareholders’ meeting shall be included in the total number of shares, voting rights and election rights of shareholders attending the postponed or renewed meeting.

At the time of handling the postponed or renewed shareholders’ meeting under Item II, there is no need to discuss or resolve on proposals which have been voted on, whose votes have been counted and whose voting results have been declared or the list of Directors.

When the Company holds a video assisted shareholders’ meeting and it is unable to renew the video meeting at the occurrence of Item II, but the total number of attending shares minus the number of attending shares by video conferencing still meets the legal quorum for a shareholders’ meeting, the shareholders’ meeting shall continue without postpone or renewal pursuant to Item II.

In the event of continued meeting referred to in the preceding paragraph, the number of attending shares of shareholders who attend the shareholders’ meeting by video conferencing shall be included in the total number of shares of attending shareholders. But it is deemed as a waiver of all proposals at this shareholders’ meeting.

Where the Company postpones or renews the meeting pursuant to Item II, it shall handle related pre-work according to the date of the original shareholders’ meeting and the provisions of this article, pursuant to Item VII, Article 44-20 of the Standards for the Handling of Shares of Public Offering Companies.

During the period specified in the later paragraph of Article 12 and the third item of Article 13 of the Rules of Proxy for Public Offering Companies to Attend Shareholder Meetings, as well as the second item of Article 44-5, Article 44-15 and Item I of 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 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

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  • 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 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 Other retail sales 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

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  • 75 I301010 Information software services

  • 76 I501010 Product design

  • 77 I503010 Landscape and interior design

  • 78 F301010 Department stores

  • 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[Industrial Factory Development Leasing and Sales ]

    • Industry

  • 86 H701050 Investment in Public Infrastructure Construction

  • 87 H701070 Section Acquisition and Urban Redevelopment Agency

  • 88 H701080 Urban Renewal and Reconstruction Industry

  • 89 H701090[Urban Renewal, Reconstruction and Maintenance ]

    • Industry

  • 90 ZZ99999[All kinds of business not prohibited or restricted by law, ] except for those subject to special approval.

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

  • Article VII-I: 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

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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 designate one director as his representative. If no representative is designated, the directors shall elect one director to act as chairperson. When a meeting is convened by any other person having convening right, the chairperson shall be the convener. If the conveners have one or more persons, the chairperson shall be elected among themselves .

  • Article XII-I: Shareholders’ meetings of the Company can be held by video or other means announced by the central 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-I: 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. 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 .

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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 onefifth 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-I: 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 of Company’s profit distribution and capital increase/decrease.

  • Appointment or discharge of managers of the Company.

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

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

  • Article 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.

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However, a Director may only serve as a proxy for one other Director. Except for Directors who live abroad, he/she may regularly appoint Directors who live domestically to attend the Board Meeting. If participation by means of video conferencing is made available at a meeting, directors who participate in the meeting by such means shall be deemed to have attended such meeting in person. The notices to the Board of Directors meeting may be served in writing or by means of facsimile or e-mail.

  • Article 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.

  • 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. Manager

  • 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

  • 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

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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-I: 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 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

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made on May 7, 1996; the twentieth amendment was made on April 19, 1997; the twenty-first amendment was made on June 9, 2000; the twenty-second amendment was made on June 20, 2001, and the twenty-third amendment was made in June 25, 2002; the twenty-fourth amendment was on June 15, 2004, the twenty-fifth amendment was on June 14, 2005; the twenty-sixth amendment was on June 14, 2005; the twenty-seventh amendment was made on June 15, 2007; the twenty-eighth amendment was made on June 13, 2008; twenty-ninth amendment was made in June 16, 2009; the thirtieth amendment was on June 17, 2010; the thirty-first amendment was on June 17, 2011 ; the thirty-second amendment was on June 21, 2012 ; the thirtythird amendment was made on June 18, 2014. The thirty-fourth amendment was made on June 15, 2016. The 35th amendment was made on June 14, 2017, the 36th amendment was made on June 15, 2018, the 37th amendment was made on July 20, 2021, the 38th amendment was made on June 17, 2022, and the 39th amendment was made on June 26, 2023.

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.

  • II. Those who cast a blank ballot to the ballot box.

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

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

  • V. 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 amendments:

  • I. Any matters not specified in these regulations shall be handled in accordance with the Company Law, the Articles of Incorporation of this company, and relevant laws and regulations.

  • II. This shall be implemented after approved at the shareholders’ meeting, and its ~- 75 -~

amendments shall apply the same.

  • III. These regulations were established on April 23, 1994.

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

  • V. The second amendment 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 amendment was approved by the shareholders’ meeting on June 15, 2004.

  • VIII. The fifth amendment was approved by the shareholders’ meeting on June 14, 2006.

  • IX. The sixth amendment was approved by the shareholders’ meeting on June 18, 2014.

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

  • XI. The eighth amendment 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. Statement of Directors’ Shareholding

The date of cessation of transfer: April 15, 2024

Title Name Shares held listed in the
shareholders’ register
President Kuo Kuo-Hua 16,762,800
Director Representative of Kaida
Development Co., Ltd.:
Wang Chao-Kuei		 1,060,800
Director Chou His-Yang 142,718
Director Lu Fang-Yuan 102,000
Independent
Director		 Chang Pao-Tsai 58,344
Independent
Director		 Hsiao Sheng-Hsien 0
Independent
Director		 Wu Nai-Hua 0
Independent
Director		 Wang Wei-Cheng 0
Shares held byall directors 18,068,318

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

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