Stock Code: 3052

APEX Science & Engineering Corp.

2026 Annual Shareholders' Meeting Meeting Handbook

June 9, 2026

I. Meeting Procedures ... 1
II. Meeting Agenda ... 2
III. Reports ... 3
IV. Ratifications ... 9
V. Extempore Motions ... 10
Attachment 1. Financial Statements ... 11
Appendix 1. Rules of Procedure for Shareholders' Meetings ... 35
Appendix 2. Articles of Incorporation ... 49
Appendix 3. Statement of Directors' Shareholding ... 57

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APEX Science & Engineering Corp.

2026 Annual Shareholders' Meeting Procedures

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

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APEX Science & Engineering Corp.

2026 Annual Shareholders’ Meeting Agenda

Type of meeting: Physical shareholders' meeting

Time: Jun. 9, 2026 (Tuesday) 9 am

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

I. Declaration of Meeting Commencement
II. Chairperson Remarks
III. Reports
(I) 2025 Business report.
(II) 2025 Audit Committee's audit report on statement of final accounts
(III) 2025 Report on the distribution of employees and Directors' remuneration
IV. Ratifications
(I) 2025 Financial Statements (including consolidated financial statements) and Business Report of the Company
(II) 2025 Profit Distribution Plan
V. Extempore Motions
VI. Adjournment

[Reports]

I. 2025 Business report.

APEX Science & Engineering Corp.
2025 Business report

Dear shareholders,

Thank you, shareholders, for attending our company's 2026 Annual Shareholders' Meeting. With the support of all shareholders and the efforts of the Board of Directors and all colleagues, our company continues to move forward steadily in the established direction of operation. We hope that shareholders will continue to support and encourage our company in the future.

Operational results of 2025 and our future plan are hereby presented as follows:

(I) Operational results of 2025

Implementation Results of the Business Plan
The Company's consolidated net operating revenue for the fiscal year 2025 was NT$3,420,125,000, with a consolidated operating profit of NT$262,790,000. The net profit for the period was NT$225,958,000, with earnings per share after tax of NT$1.10.
Executions of the Budget:
The Company didn't publish any financial forecast for 2025.
Analysis of Financial Revenue and Profitability
Unit: NT$1,000

Analysis Item	2025 (Consolidated)		2024 (Consolidated)
Net Operating Revenue	3,420,125	100.00%	2,659,786	100.00%
Operating Costs	2,989,936	87.42%	2,298,785	86.43%
Gross Profit	430,189	12.58%	361,001	13.57%
Operating Expenses	167,399	4.90%	170,399	6.41%
Net Operating Profit (Loss)	262,790	7.68%	190,602	7.16%
Non-operating Income and Expenses	16,032	0.47%	63,196	2.38%
Net Income (Loss) before Tax	278,822	8.15%	253,798	9.54%
Income Tax Profits (Expenses)	(52,864)	(1.54%)	(50,856)	(1.91%)
Net Income (Loss)	225,958	6.61%	202,942	7.63%

Research Development Status

Engineering: The Company continues to enhance construction technologies required for residential buildings, various types of factories, factory offices, and public infrastructure projects. By optimizing procurement models, we aim to reduce construction costs, thereby maintaining our competitive advantage and maximizing profits in the electromechanical and construction engineering industry.

Construction: We have invested in human resources to expand land development from the model of buying and selling of lands, and joint construction to urban renewal for unsafe and old buildings.

In addition to hiring well-known domestic architects and working with landscaping, interior decoration and other design teams for the planning and design of construction projects, we have also been striving to meet environmental protection, green building, smart 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:
By updating production technologies and developing improved LCM module products, we aim to enhance product value and reduce costs, ultimately providing customers with more efficient and effective products.

Park Development:
In addition to the later stages of the Machohou Industrial Park in Chiayi County and the development project in the Qigu Technology Industrial Zone in Tainan City, we remain attentive to future plans from various levels of government regarding the establishment of industrial parks. This allows us to expand our avenues for industrial park development projects. Through the accumulation of experience in each industrial park development project, we aim to enhance our Company's visibility and competitive advantage within the industry.

(II) Overview of 2026 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:
Currently, there is still good demand for public and civil engineering services driven by government policies and local engineering needs. In response to global trends toward sustainable development and environmental protection, the government spares no effort in promoting energy-saving, carbon-reduction initiatives, and green energy construction projects. This has led to robust growth in the green industry engineering sector. 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:
In recent years, due to the land acquisition phase of construction projects, no new projects have been launched. Considering market and sales factors, APEX's selection of project locations primarily focuses on large metropolitan areas such as Taipei City and New Taipei City. However, in these major urban areas, land acquisition is more challenging, and development timelines are relatively longer. As a result, APEX has gradually shifted its real estate development approach from traditional buying, selling, or co-construction to urban renewal or reconstruction of old and hazardous buildings.

Optoelectronics:
The optoelectronic products focus equally on domestic and international sales, with export sales accounting for 70% and domestic sales 30%. In the LCM industry, market demand for small- and medium-sized panels has gradually rebounded. The application of optoelectronic products in consumer electronics has driven performance growth, fueled by advancements in

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technologies for smart home devices, automotive electronics, display technology, and gaming equipment, as well as their affordability.

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.

APEX will continue to monitor industrial and industrial park development projects across various regions in the country to stay ahead of future trends in industrial park development.

Expected sales volume and its basis

Construction: Capital expenditures of private manufacturers have gradually increased, which is more optimistic than the past few years. As the government continues to expand domestic demand, public institutions will continue to initiate projects and release invitations for bids.

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.

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.

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Important production and sales policy

(1) Client-oriented service. Becoming the best consultant and facilitator for customers
(2) Development of lands with potential commercial value; Granting it with characteristics through planning
(3) Resource integration and business partners seeking

(III) Future Development Strategy and Effect of External Competition, Laws and Regulations and Overall Business Environment

As a professional leading provider of integration services, the Company has always been oriented by customers, constantly researches, develops, innovates and improves quality through Customized Service, Education Training and Process Improvement to meet customers' expectation.

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

Taiwan's economy and industries in 2026 are expected to be influenced by multiple global and regional factors. Overall, opportunities and challenges coexist. Under the dual drivers of technological innovation and policy promotion in 2026, Taiwan will exhibit characteristics such as improved intelligence leading to enhanced efficiency and competitiveness, significant growth in demand for sustainability and green buildings, as well as challenges including labor shortages and rising material costs. The Company will respond prudently by actively strengthening its operational advantages to mitigate the impact of external environmental changes.

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

Chairman: Kuo, Kuo-Hua
Manager: Kuo, Kuo-Hua
Accounting Manager: Wu, Hsiu-Lin

II. 2025 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 business report, financial statements (including consolidated financial statements), and profit distribution statement for the fiscal year 2025, among which the financial statements (including consolidated financial statements) have been audited and an audit report has been issued by the certified public accountants Chen Chin-Chang and Liao Fu-Ming of PricewaterhouseCoopers Taiwan. 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

2026 Company Annual Shareholders’ Meeting

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

Mar. 11, 2026

III. 2025 Report on the distribution of employees and Directors' remuneration

Description:

(I) The Company's profit for the fiscal year 2025 amounted to NT$303,116,698. In accordance with Article 23 of the Articles of Incorporation, director remuneration was allocated at 2%, totaling NT$6,062,334, while employee remuneration was allocated at 8%, totaling NT$24,249,336. Both amounts were disbursed in cash.

(II) Request for official review.

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[Ratifications]

Proposed by the Board of Directors

Proposal 1:

Subject: The Company's 2025 Financial Statements (including consolidated financial statements) and Business Report.

Description:

(I) The Company's 2025 Financial Statements (including consolidated financial statements) have been audited and certified by the certified public accountants, Chen Chin-Chang and Liao Fu-Ming, 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 I on pages 11 to 34 of this Handbook)

(II) Business Report: Please refer to pages 3 to 6 of the Handbook.

(III) Please ratify the proposal.

Resolutions:

Proposed by the Board of Directors

Proposal 2:

Subject: 2025 Profit Distribution

Description:

(I) The Company's after-tax profit for the 2025 is NT$224,192,706. According to the Company Act, NT$22,419,271 is appropriated as 10% statutory surplus reserves, NT$4,496,531 is set aside as special surplus reserves, and the undistributed earnings from previous years amount to NT$556,437,630. After these allocations, the distributable surplus is NT$753,714,534. The profit distribution table for 2025 of the Company is as follows:

APEX Science & Engineering Corp.

Profit Distribution Table

2025

Unit: NT$

Earnings available for distribution at beginning of year	556,437,630
Add: Net income after tax for 2025	224,192,706
Less: Legal reserve (10%)	(22,419,271)
Less: Special reserve	(4,496,531)
Total earnings available for distribution	753,714,534
Distribution items
Cash dividends for shareholders- NT$0.6 per share	139,947,463
Undistributed earnings at end of period	613,767,071

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 2025.

Person in Charge:
Manager:
Accounting Manager:

(II) After the resolution in the Shareholders' Meeting, the distribution will be carried out on an ex-dividend date set by the Board of Directors. 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:

[Extempore Motions]

[Adjournment]

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Attachment 1.

APEX Science & Engineering Corp.
Parent Company Only Financial Statements and Independent Auditors' Report
For the Years Ended December 31, 2025 and 2024
(Stock Code: 3052)

Company address: 4F, No.112, Xinmin St., Zhonghe Dist., New Taipei City
Tel: (02)2223-4099

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Accountant Review Report

(2026)Cai-Shen-Bao-Zi No.25005232

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

We have audited the accompanying financial statements of APEX SCIENCE & ENGINEERING CORP. (the Company), which comprise the balance sheet as of Dec. 31, 2025 and 2024, 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, 2025 and 2024, 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, 2025. 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 2025 are stated as follows:

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Accuracy of Construction Revenue Recognition

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 degree of completion is determined based on the percentage of costs incurred to date at the end of the reporting period relative to the total estimated costs for each contract. As the aforementioned total estimated costs involve accounting estimates and are therefore subject to uncertainty, and such estimates directly affect the determination of the degree of completion and the recognition of construction revenue, we have identified the accuracy of construction revenue recognition as a key audit matter.

Corresponding audit procedures

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

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

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

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

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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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, 2025 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.

PwC Taiwan

Chen, Ching-Chang

CPA

Liao, Fu-Ming

Financial Supervisory Commission

Approval Number:

Jin-Guan-Zheng-Shen-Zi No. 1060025060

Jin Guang Zheng Shen No. 1090350620

March 11, 2026

APEX Science & Engineering Corp.
Parent Company Only Balance Sheet
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000

Assets	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current Assets
1100	Cash and cash equivalents	6(a)	$ 679,727	6	$ 236,302	3
1136	Financial assets at amortized cost - current	6(b)	137,964	1	350,381	4
1140	Contract assets - current	6(u)	263,844	2	177,650	2
1150	Notes receivable, net	6(c)	2,322	-	975	-
1170	Accounts receivable, net	6(c)	149,921	1	72,964	1
1200	Other accounts receivable	6(d)	2,351,524	20	4,385,280	50
1210	Other accounts receivables from related parties	7	1,345	-	1,950	-
130X	Inventory	6(e) and 8	694,638	6	678,362	8
1410	Prepayments	6(f)	162,475	2	163,007	2
1470	Other current assets	6(g) and 8	6,439,066	55	1,799,545	20
11XX	Total current assets		10,882,826	93	7,866,416	90
Non-current assets
1517	Financial assets at fair value through other comprehensive income - non-current	6(h)	72,592	1	76,987	1
1550	Investment accounted for using the equity method	6(i)	581,465	5	489,178	5
1600	Property, plant and equipment	6(j), 7 and 8	84,784	1	82,643	1
1755	Right-of-use assets	6(k)	1,962	-	4,955	-
1760	Investment properties, net	6(l) and 8	63,617	-	64,028	1
1840	Deferred tax assets	6(ab)	1,893	-	1,723	-
1900	Other non-current assets	8	15,879	-	170,704	2
15XX	Total non-current assets		822,192	7	890,218	10
1XXX	Total assets		$ 11,705,018	100	$ 8,756,634	100

(To be continued on the next page)

APEX Science & Engineering Corp.
Parent Company Only Balance Sheet
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000

Liabilities and equity	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current Liabilities
2100	Short-term borrowings	6(m)	$ -	-	$ 306,133	3
2130	Contract liabilities - current	6(u)	108,436	1	9,245	-
2150	Notes payable		14,431	-	7,698	-
2170	Accounts payable		147,044	1	106,957	1
2200	Other accounts payable		59,771	1	53,368	1
2230	Current tax liabilities		25,701	-	60,454	1
2280	Lease liabilities - current		1,887	-	3,042	-
2320	Long-term liabilities due within one year or one business cycle	6(o)(p)	1,726,973	15	2,717,803	31
2399	Other current liabilities - others	6(n)	6,106,235	52	1,594,777	18
21XX	Total current liabilities		8,190,478	70	4,859,477	55
Non-current Liabilities
2530	Bonds payable	6(o)	-	-	498,870	6
2570	Deferred tax liabilities	6(ab)	54	-	144	-
2580	Lease liabilities - non-current		108	-	1,961	-
2600	Other non-current liabilities		418	-	337	-
25XX	Total non-current liabilities		580	-	501,312	6
2XXX	Total liabilities		8,191,058	70	5,360,789	61
Equity
	Capital Stock	6(r)
3110	Ordinary share capital		2,332,457	20	2,352,457	27
	Capital Surplus	6(s)
3200	Capital Surplus		309,825	2	295,433	3
	Retained Earnings	6(t)
3310	Legal reserve		351,380	3	331,407	4
3320	Special reserve		3,175	-	21,990	-
3350	Unappropriated earnings		780,630	7	674,218	8
	Other Equity
3400	Other Equity		( 7,670 )	-	( 3,175 )	-
3500	Treasury Stock	6(r) and 8	( 255,837 )	( 2 )	( 276,485 )	( 3 )
3XXX	Total equity		3,513,960	30	3,395,845	39
	Significant contingent liabilities and outstanding contractual commitments	9
	Major subsequent events	11
3X2X	Total liabilities and equity		$ 11,705,018	100	$ 8,756,634	100

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

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

APEX Science & Engineering Corp.
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024

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

Item	Notes	2025		2024
		Amount	%	Amount	%
4000	Operating Revenue	6(u)	$ 1,380,688	100	$ 836,019	100
5000	Operating Costs	6(e)(z)(aa) and 7 (	996,174 )	( 72 )	( 524,790 )	( 63 )
5900	Gross Profit		384,514	28	311,229	37
	Operating Expenses	6(z)(aa)
6100	Selling and marketing expenses		( 34,569 )	( 3 )	( 37,487 )	( 5 )
6200	General and administrative expenses		( 112,971 )	( 8 )	( 110,658 )	( 13 )
6300	Research and development expenses		( 1,799 )	-	( 2,299 )	-
6000	Total operating expenses		( 149,339 )	( 11 )	( 150,444 )	( 18 )
6900	Operating Income		235,175	17	160,785	19
	Non-operating Income and Expenses
7100	Interest income	6(v)	34,907	3	61,138	7
7010	Other Revenue	6(w) and 7	15,853	1	7,789	1
7020	Other gains and losses	6(x)	( 1,751 )	-	( 356 )	-
7050	Finance costs	6(y)	( 15,738 )	( 1 )	( 20,100 )	( 2 )
7070	Share of profits and losses of subsidiaries, affiliated enterprises and joint ventures recognized by using the equity method	6(i)
			4,359	-	36,447	4
7000	Total non-operating income and expenses		37,630	3	84,918	10
7900	Income before Tax		272,805	20	245,703	29
7950	Income tax expenses	6(ab)	( 48,612 )	( 4 )	( 45,976 )	( 5 )
8200	Net Income for the current period		$ 224,193	16	$ 199,727	24
	Other comprehensive income
	Items that will not be reclassified subsequently to profit or loss
8316	Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income	6(h)
			($ 1,729 )	-	$ 3,853	-
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	6(i)
	Items that may be reclassified subsequently to profit or loss		( 100 )	-	150	-
8361	Exchange differences on translating the financial statements of foreign operations	6(i)
8367	Net unrealized gain/loss on debt investments measured at fair value through other comprehensive income	6(h)
			( 2,666 )	-	1,467	-
8300	Other comprehensive income (loss), after tax		($ 4,495 )	-	$ 18,333	2
8500	Total Comprehensive Income		$ 219,698	16	$ 218,060	26
	Basic earnings per share	6(ac)
9750	Basic earnings per share		$	1.10	$	0.98
	Diluted earnings per share	6(ac)
9850	Diluted earnings per share		$	1.09	$	0.97

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

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

APEX Science & Engineering Corp.
Parent Company Only Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024

Unit: NT$1,000

	Notes	Ordinary share capital	Capital Surplus				Retained Earnings			Other Equity		Treasury Stock	Total
			Capital surplus - Issuance premium	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 reserve	Special 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
2024
Balance as of January 1, 2024		$ 2,306,723	$ -	$ 282,694	$ 2,132	$ 175	$ 310,928	$ 19,414	$ 634,749	($ 13,346)	($ 8,645)	($ 276,485)	$ 3,258,339
Net Income for the current period		-	-	-	-	-	-	-	199,727	-	-	-	199,727
Other Comprehensive Income		-	-	-	-	-	-	-	-	12,863	5,470	-	18,333
Total Comprehensive Income		-	-	-	-	-	-	-	199,727	12,863	5,470	-	218,060
Appropriation of earnings in 2023:	6(t)
Provision for legal reserve		-	-	-	-	-	20,479	-	( 20,479 )	-	-	-	-
Provision of special reserve		-	-	-	-	-	-	2,576	( 2,576 )	-	-	-	-
Cash		-	-	-	-	-	-	-	( 91,469 )	-	-	-	( 91,469 )
Stock dividends		45,734	43	-	-	-	-	-	( 45,734 )	-	-	-	43
Number of cash dividends on the Company's shares held by its subsidiary as treasury stocks	6(i)	-	-	10,389	-	-	-	-	-	-	-	-	10,389
Disposal of Subsidiaries		-	-	-	-	-	-	-	-	483	-	-	483
Balance as of December 31, 2024		$ 2,352,457	$ 43	$ 293,083	$ 2,132	$ 175	$ 331,407	$ 21,990	$ 674,218	$ -	($ 3,175)	($ 276,485)	$ 3,395,845
2025
Balance as of January 1, 2025		$ 2,352,457	$ 43	$ 293,083	$ 2,132	$ 175	$ 331,407	$ 21,990	$ 674,218	$ -	($ 3,175)	($ 276,485)	$ 3,395,845
Net Income for the current period		-	-	-	-	-	-	-	224,193	-	-	-	224,193
Other Comprehensive Income		-	-	-	-	-	-	-	-	-	( 4,495 )	-	( 4,495 )
Total Comprehensive Income		-	-	-	-	-	-	-	224,193	-	( 4,495 )	-	219,698
Appropriation of earnings in 2024:	6(t)
Provision for legal reserve		-	-	-	-	-	19,973	-	( 19,973 )	-	-	-	-
Reversal of special reserve		-	-	-	-	-	-	( 18,815 )	18,815	-	-	-	-
Cash		-	-	-	-	-	-	-	( 116,623 )	-	-	-	( 116,623 )
Cancellation of treasury stock	6(r)	( 20,000 )	-	( 648 )	-	-	-	-	-	-	-	20,648	-
Number of cash dividends on the Company's shares held by its subsidiary as treasury stocks		-	-	13,431	-	-	-	-	-	-	-	-	13,431
Difference between consideration and carrying amount of subsidiaries acquired		-	-	-	1,609	-	-	-	-	-	-	-	1,609
Balance as of December 31, 2025		$ 2,332,457	$ 43	$ 305,866	$ 3,741	$ 175	$ 351,380	$ 3,175	$ 780,630	$ -	($ 7,670)	($ 255,837)	$ 3,513,960

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

Chairman: Kuo Kuo-Hua

Manager: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

APEX Science & Engineering Corp.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000

	Notes	For the Year Ended December 31, 2025	For the Year Ended December 31, 2024
Cash flows from operating activities
Net income before tax for the period		$ 272,805	$ 245,703
Adjustments for
Losses of income and expenses
Depreciation expenses (Investment properties included)	6(j)(1)(z)	3,541	3,072
Depreciation expenses of right-of-use assets	6(z)	2,993	3,300
Amortization expenses	6(z)	2,925	2,400
Interest expenses	6(y)	15,738	20,100
Interest income	6(v)	( 34,907 )	( 61,138 )
Share of profits of subsidiaries, affiliated enterprises and joint ventures recognized by using the equity method	6(i)	( 4,359 )	( 36,447 )
Gain on disposal of property, plants and equipment	6(x)	-	( 5,789 )
Loss on disposal of investments	6(x)	-	13,227
Changes in operating assets and liabilities
Net changes in operating assets
Contract assets		( 86,326 )	4,416
Notes receivable		( 1,347 )	878
Accounts receivable		( 76,825 )	( 2,805 )
Accounts receivable from related parties, net		-	67,966
Other accounts receivable		2,049,309	286,719
Other accounts receivables from related parties		605	1,082
Inventory		( 5,126 )	( 113,655 )
Prepayments		532	( 58,014 )
Other current assets		( 47,724 )	3,020
Net changes in operating liabilities
Contract liabilities		99,191	8,135
Notes payable		6,733	3,549
Accounts payable		40,087	( 515 )
Other accounts payable		6,634	( 30,525 )
Other current liabilities		29,997	( 26,024 )
Other non-current liabilities		81	17
Cash generated from operations		2,274,557	328,672
Cash collected from interest income		19,354	8,444
Cash paid for interest expenses		( 26,514 )	( 22,801 )
Income tax paid for the period		( 83,625 )	( 6,306 )
Net cash generated from operating activities		2,183,772	308,009

(To be continued on the next page)

~21~

APEX Science & Engineering Corp.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024

Unit: NT$1,000

	Notes	For the Year Ended December 31, 2025	For the Year Ended December 31, 2024
Cash flows from investing activities
Increase in investments accounted for using the equity method	6(i)	($ 100,000)	$ -
Decrease (Increase) in financial assets at amortized cost	6(b)	212,417	( 350,381 )
Disposal of investments accounted for using the equity method		-	212,524
Acquisition of property, plants and equipment	6(j)	( 5,271 )	( 3,639 )
Increase in restricted assets		( 110,336 )	( 829,643 )
Decrease (increase) in other non-current assets		151,900	( 4,767 )
Acquisition of financial assets measured at fair value through other comprehensive income		-	( 63,780 )
Cash dividend payments of the invested company evaluated with the equity method	6(i)	27,012	11,397
Proceeds from disposal of property, plants and equipment		-	27,370
Net cash inflows (outflows) from investing activities		175,722	( 1,000,919 )
Cash flows from financing activities
Proceeds from short-term borrowings		216,261	2,993,994
Repayments of short-term borrowings		( 522,394 )	( 3,004,024 )
Increase (decrease) in short-term notes payable	6(ad)	-	( 60,000 )
Proceeds from long-term borrowings		1,249,376	2,751,125
Repayments of long-term borrowings		( 2,739,681 )	( 1,853,694 )
Repayment of the principal portion of lease liabilities		( 3,008 )	( 3,221 )
Cash dividends distributed	6(t)	( 116,623 )	( 91,469 )
Odd lot stock funds		-	43
Net cash generated from (used in) financing activities		( 1,916,069 )	732,754
Increase in cash and cash equivalents of the period		443,425	39,844
Balance of cash and cash equivalents at the beginning of the period		236,302	196,458
Balance of cash and cash equivalents at the end of the period		$ 679,727	$ 236,302

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

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

~23~

Apex Science & Engineering Corp. and Its
Subsidiary Companies
Consolidated Financial Report and Independent
Auditors' Report
For the Years Ended December 31, 2025 and 2024
(Stock Code: 3052)

Company address: 4F, No.112, Xinmin St., Zhonghe Dist., New Taipei City
Tel: (02)2223-4099

APEX Science & Engineering Corp.
Declaration of Consolidated Financial Statements of Affiliates

For the year 2025 (from Jan. 1, 2025 to Dec. 31, 2025), the Company should be included in the companies that should prepare associated enterprises' consolidated financial statements in accordance with Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises. The Company is the same to the companies preparing parent-subsidiary companies' consolidated financial statements according to International Financial Reporting Standard 10. However, the information that should be disclosed in associated enterprises' consolidated financial statements has been disclosed in parent-subsidiary companies' consolidated financial statements. So, there is no needed to prepare associated enterprises' consolidated financial statements separately.

Sincerely,

Company Name: APEX Science & Engineering Corp.

Representative: Kuo, Kuo-Hua

March 11, 2026

~24~

Accountant Review Report
(2026) Cai-Shen-Bao-Zi No.25005288

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

Opinions

The Consolidated Balance Sheet of Apex Science & Engineering Corp. and Its Subsidiary Companies (hereinafter referred to as "Apex Group") as of December 31, 2025 and 2024, 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, 2025 and 2024.

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, 2025 and December 31, 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and December 31, 2024, 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 2025 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 2025 Consolidated Financial Statements of Apex Group are as follows:

~26~

Accuracy of Construction Revenue Recognition

Explanation of the matter

The accounting policies, accounting estimates and relevant subjects related to recognition of construction revenue are detailed on Notes 4(y), 5(b) and 6(w) to the Consolidated Financial Statements.

The principal business of Apex Group consists of construction and engineering related works and services, revenue is recorded in accordance with the percentage of completion per contractual terms during the period of engineering contract. The degree of completion is determined based on the percentage of costs incurred to date at the end of the reporting period relative to the total estimated costs for each contract. As the aforementioned total estimated costs involve accounting estimates and are therefore subject to uncertainty, and such estimates directly affect the determination of the degree of completion and the recognition of construction revenue, we have identified the accuracy of construction revenue recognition as a key audit matter.

Corresponding audit procedures

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

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

Other Matters - Individual Report

The Parent Company Only Financial Statements of Apex Science & Engineering Corp. for Year 2025 and Year 2024 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.

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.

Identity and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud and error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Apex Group.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

~27~

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of Apex Group. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's Report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause Apex Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the accompanying Notes, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of individual entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We as independent auditors are responsible for the guidance, supervision, and implementation of the Group's audit and responsible for forming audit opinions on the Group.

From the matters communicated with those entrusted with governance duties, we determine those matters that were of most significance in the audit of 2025 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.

PwC Taiwan

Chen, Ching-Chang

CPA

Liao, Fu-Ming

Financial Supervisory Commission

Approval Number:

Jin-Guan-Zheng-Shen-Zi No. 1060025060

Jin Guang Zheng Shen No. 1090350620

March 11, 2026

Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Balance Sheets
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000

Assets	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current Assets
1100	Cash and cash equivalents	6(a)	$ 709,549	5	$ 261,867	3
1136	Financial assets at amortized cost - current	6(b)	137,964	1	350,381	3
1140	Contract assets - current	6(w)	370,966	3	281,474	3
1150	Notes receivable, net	6(c)	2,322	-	975	-
1170	Accounts receivable, net	6(c)	149,921	1	72,964	1
1200	Other accounts receivable	6(d)	3,810,938	28	5,141,810	51
1220	Current income tax assets		897	-	2,655	-
130X	Inventory	6(e) and 8	1,121,456	8	1,088,815	11
1410	Prepayments	6(f)	385,027	3	545,415	5
1470	Other current assets	6(g) and 8	6,537,648	49	1,868,100	19
11XX	Total current assets		13,226,688	98	9,614,456	96
Non-current assets
1517	Financial assets at fair value through other comprehensive income - non-current	6(h)	72,711	1	77,216	1
1600	Property, plant and equipment	6(j) and 8	88,264	1	84,101	1
1755	Right-of-use assets	6(k)	3,329	-	8,100	-
1760	Investment properties, net	6(l) and 8	63,617	-	64,028	-
1840	Deferred tax assets	6(ad)	4,003	-	7,742	-
1900	Other non-current assets	8	17,612	-	172,270	2
15XX	Total non-current assets		249,536	2	413,457	4
1XXX	Total assetsx		$ 13,476,224	100	$ 10,027,913	100

(To be continued on the next page)

Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Balance Sheets
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000

Liabilities and equity	Notes	December 31, 2025		December 31, 2024
		Amount	%	Amount	%
Current Liabilities
2100	Short-term borrowings	6(m)	$ 781,058	6	$ 797,068	8
2110	Short-term bills payable	6(n)	280,000	2	180,000	2
2130	Contract liabilities - current	6(w)	193,274	1	67,151	1
2150	Notes payable		14,486	-	7,762	-
2170	Accounts payable	6(o)	604,089	5	426,549	4
2200	Other accounts payable		79,063	1	71,032	1
2230	Current tax liabilities		27,463	-	61,329	-
2280	Lease liabilities - current		3,109	-	4,854	-
2320	Long-term liabilities due within one year or one business cycle	6(q)(r)	1,761,664	13	2,788,803	28
2399	Other current liabilities - others	6(p)	6,116,695	45	1,605,172	16
21XX	Total current liabilities		9,860,901	73	6,009,720	60
Non-current Liabilities
2530	Bonds payable	6(q)	-	-	498,870	5
2540	Long-term borrowings	6(r)	11,667	-	28,884	-
2570	Deferred tax liabilities	6(ad)	54	-	144	-
2580	Lease liabilities - non-current		279	-	3,325	-
2600	Other non-current liabilities		434	-	354	-
25XX	Total non-current liabilities		12,434	-	531,577	5
2XXX	Total liabilities		9,873,335	73	6,541,297	65
Equity Attributable to Owners of the Parent
	Capital Stock	6(t)
3110	Ordinary share capital		2,332,457	17	2,352,457	24
	Capital Surplus	6(u)
3200	Capital Surplus		309,825	2	295,433	3
	Retained Earnings	6(v)
3310	Legal reserve		351,380	3	331,407	3
3320	Special reserve		3,175	-	21,990	-
3350	Unappropriated earnings		780,630	6	674,218	7
	Other Equity
3400	Other Equity		( 7,670 )	- (	3,175 )	-
3500	Treasury Stock	6(t) and 8	( 255,837 )	( 2 )	( 276,485 )	( 3 )
31XX	Total equity attributable to shareholders of Parent company		3,513,960	26	3,395,845	34
36XX	Non-controlling Interests	4(c)	88,929	1	90,771	1
3XXX	Total equity		3,602,889	27	3,486,616	35
	Significant contingent liabilities and outstanding contractual commitments	9
	Major subsequent events	11
3X2X	Total liabilities and equity		$ 13,476,224	100	$ 10,027,913	100

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

Chairman: Kuo Kuo-Hua

Manager: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

Apex Science & Engineering Corp. and Its Subsidiary Companies

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2025 and 2024

Unit: NT$1,000

(Except for earnings per share)

	Item	Notes	2025		2024
			Amount	%	Amount	%
4000	Operating Revenue	6(w)	$ 3,420,125	100	$ 2,659,786	100
5000	Operating Costs	6(e)(ab)
		(ac)	( 2,989,936)	( 87)	( 2,298,785)	( 87)
5900	Gross Profit		430,189	13	361,001	13
	Operating Expenses	6(ab)
		(ac)
6100	Selling and marketing expenses		( 34,569)	( 1)	( 37,487)	( 1)
6200	General and administrative expenses		( 130,260)	( 4)	( 130,613)	( 5)
6300	Research and development expenses		( 1,799)	-	( 2,299)	-
6450	Expected credit impairment loss	12(b)	( 771)	-	-	-
6000	Total operating expenses		( 167,399)	( 5)	( 170,399)	( 6)
6900	Operating Income		262,790	8	190,602	7
	Non-operating Income and Expenses
7100	Interest income	6(x)	35,826	1	61,766	2
7010	Other Revenue	6(y)	14,057	-	4,958	-
7020	Other gains and losses	6(z)	( 1,751)	-	21,684	1
7050	Finance costs	6(aa)	( 32,100)	( 1)	( 32,960)	( 1)
7060	Share of profit or loss of associates and joint ventures accounted for using equity method	6(i)
			-	-	7,748	-
7000	Total non-operating income and expenses		16,032	-	63,196	2
7900	Income before Tax		278,822	8	253,798	9
7950	Income tax expenses	6(ad)	( 52,864)	( 2)	( 50,856)	( 2)
8200	Net Income for the current period		$ 225,958	6	$ 202,942	7
	Other comprehensive income
	Items that will not be reclassified subsequently to profit or loss
8316	Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income	6(h)
			($ 1,839)	-	$ 4,019	-
			( 1,839)	-	4,019	-
	Items that may be reclassified subsequently to profit or loss
8361	Exchange differences on translating the financial statements of foreign operations		-	-	12,863	1
8367	Net unrealized gain/loss on debt investments measured at fair value through other comprehensive income	6(h)
			( 2,666)	-	1,467	-
			( 2,666)	-	14,330	1
8300	Other comprehensive income (loss), after tax		($ 4,505)	-	$ 18,349	1
8500	Total Comprehensive Income		$ 221,453	6	$ 221,291	8
	Net profit attributable to:
8610	The Parent company Owner		$ 224,193	6	$ 199,727	7
8620	Non-controlling Interests		1,765	-	3,215	-
			$ 225,958	6	$ 202,942	7
	Total comprehensive income attributable to:
8710	The Parent company Owner		$ 219,698	6	$ 218,060	8
8720	Non-controlling Interests		1,755	-	3,231	-
			$ 221,453	6	$ 221,291	8
	Basic earnings per share	6(ae)
9750	Basic earnings per share		$	1.10	$	0.98
	Diluted earnings per share	6(ae)
9850	Diluted earnings per share		$	1.09	$	0.97

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

Chairman: Kuo Kuo-Hua

Manager: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

Apex Science & Engineering Corp. and Its Subsidiary Companies

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2023 and 2024

Unit: NT$1,000

	Equity Attributable to Owners of the Parent
		Retained Earnings				Other Equity			Treasury Stock	Non-controlling Interests	Total Equity
		Ordinary share capital	Capital Surplus	Legal reserve	Special 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
2024
Balance as of January 1, 2024		$ 2,306,723	$ 285,001	$ 310,928	$ 19,414	$ 634,749	( $ 13,346 )	( $ 8,645 )	($ 276,485 )	$ 3,258,339	$ 88,676	$ 3,347,015
Consolidated net profit for the period		-	-	-	-	199,727	-	-	-	199,727	3,215	202,942
Other Comprehensive Income	6(h)	-	-	-	-	-	12,863	5,470	-	18,333	16	18,349
Total Comprehensive Income		-	-	-	-	199,727	12,863	5,470	-	218,060	3,231	221,291
Appropriation of earnings in 2023:	6(v)
Provision for legal reserve		-	-	20,479	-	( 20,479 )	-	-	-	-	-	-
Provision of special reserve		-	-	-	2,576	( 2,576 )	-	-	-	-	-	-
Cash		-	-	-	-	( 91,469 )	-	-	-	( 91,469 )	-	( 91,469 )
Stock dividends		45,734	43	-	-	( 45,734 )	-	-	-	43	-	43
Number of cash dividends on the Company's shares held by its subsidiary as treasury stocks		-	10,389	-	-	-	-	-	-	10,389	-	10,389
Non-controlling interest decrease		-	-	-	-	-	-	-	-	-	( 1,136 )	( 1,136 )
Disposal of Subsidiaries		-	-	-	-	-	483	-	-	483	-	483
Balance as of December 31, 2024		$ 2,352,457	$ 295,433	$ 331,407	$ 21,990	$ 674,218	$ -	( $ 3,175 )	($ 276,485 )	$ 3,395,845	$ 90,771	$ 3,486,616
2025
Balance as of January 1, 2025		$ 2,352,457	$ 295,433	$ 331,407	$ 21,990	$ 674,218	$ -	( $ 3,175 )	($ 276,485 )	$ 3,395,845	$ 90,771	$ 3,486,616
Consolidated net profit for the period		-	-	-	-	224,193	-	-	-	224,193	1,765	225,958
Other Comprehensive Income	6(h)	-	-	-	-	-	-	( 4,495 )	-	( 4,495 )	( 10 )	( 4,505 )
Total Comprehensive Income		-	-	-	-	224,193	-	( 4,495 )	-	219,698	1,755	221,453
Appropriation of earnings in 2024:	6(v)
Provision for legal reserve		-	-	19,973	-	( 19,973 )	-	-	-	-	-	-
Reversal of special reserve		-	-	-	( 18,815 )	18,815	-	-	-	-	-	-
Cash		-	-	-	-	( 116,623 )	-	-	-	( 116,623 )	-	( 116,623 )
Difference between consideration and carrying amount of subsidiaries acquired		-	1,609	-	-	-	-	-	-	1,609	-	1,609
Cancellation of treasury stock	6(t)	( 20,000 )	( 648 )	-	-	-	-	-	20,648	-	-	-
Number of cash dividends on the Company's shares held by its subsidiary as treasury stocks		-	13,431	-	-	-	-	-	-	13,431	-	13,431
Non-controlling interest decrease		-	-	-	-	-	-	-	-	-	( 3,597 )	( 3,597 )
Balance as of December 31, 2025		$ 2,332,457	$ 309,825	$ 351,380	$ 3,175	$ 780,630	$ -	( $ 7,670 )	($ 255,837 )	$ 3,513,960	$ 88,929	$ 3,602,889

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

Chairman: Kuo Kuo-Hua

Manager: KUO, KUO-HUA

Accounting Manager: WU, HSIU-LIN

–33–

Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000

	Notes	For the Year Ended December 31, 2025	For the Year Ended December 31, 2024
Cash flows from operating activities
Net income before tax for the period		$ 278,822	$ 253,798
Adjustments for
Losses of income and expenses
Depreciation expenses (Investment properties included)	6(j)(l)
	(ab)	4,355	3,802
Depreciation expenses of right-of-use assets	6(ab)	4,771	5,536
Amortization expenses	6(ab)	3,104	2,432
Interest income	6(x)	( 35,826 )	( 61,766 )
Dividend income	6(y)	( 1,200 )	( 1,086 )
Expected credit impairment loss	12(b)	771	-
Loss on disposal of investments	6(z)	-	13,227
Gain on disposal of property, plants and equipment	6(z)	-	( 28,001 )
Interest expenses	6(aa)	32,100	32,960
Share of profit or loss of associates and joint ventures accounted for using equity method	6(i)	-	( 7,748 )
Changes in operating assets and liabilities
Net changes in operating assets
Contract assets		( 90,395 )	22,702
Notes receivable		( 1,347 )	878
Accounts receivable		( 76,825 )	( 2,805 )
Other accounts receivable		1,351,893	288,190
Inventory		( 21,491 )	( 136,167 )
Prepayments		160,388	59,582
Other current assets		( 47,214 )	21,424
Net changes in operating liabilities
Contract liabilities		126,123	( 40,098 )
Notes payable		6,724	1,498
Accounts payable		177,540	46,482
Other accounts payable		8,393	( 31,400 )
Other current liabilities		30,062	( 16,024 )
Other non-current liabilities		80	18
Cash generated from operations		1,910,828	427,434
Cash collected from interest income		20,273	9,072
Cash paid for interest expenses		( 43,007 )	( 35,600 )
Income tax paid for the period		( 85,593 )	( 23,881 )
Net cash generated from operating activities		1,802,501	377,025

(To be continued on the next page)

Apex Science & Engineering Corp. and Its Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: NT$1,000

	Notes	For the Year Ended December 31, 2025	For the Year Ended December 31, 2024
Cash flows from investing activities
Decrease (Increase) in financial assets at amortized cost	6(b)	$ 212,417	($ 350,381)
Acquisition of financial assets at fair value through other comprehensive income	6(h)	-	( 63,780)
Acquisition of property, plants and equipment	6(j)	( 8,107)	( 3,804)
Proceeds from disposal of property, plants and equipment		-	62,370
Increase in restricted assets		( 140,872)	( 1,091,964)
Decrease (increase) in other non-current assets		151,554	( 3,811)
Proceeds from disposal of subsidiaries	6(i)	-	212,524
Net cash inflows (outflows) from investing activities		214,992	( 1,238,846)
Cash flows from financing activities
Proceeds from short-term borrowings		2,776,928	5,945,843
Repayments of short-term borrowings		( 2,792,938)	( 5,957,755)
Increase in short-term notes payable	6(af)	100,000	70,000
Proceeds from long-term borrowings		1,266,845	2,825,925
Repayments of long-term borrowings		( 2,810,676)	( 1,912,277)
Repayment of the principal portion of lease liabilities		( 4,791)	( 5,451)
Cash dividends distributed		( 103,192)	( 81,080)
Non-controlling interest changes		( 1,987)	( 1,136)
Odd lot stock funds		-	43
Net cash generated from (used in) financing activities		( 1,569,811)	884,112
Exchange Influence		-	( 25)
Increase in cash and cash equivalents of the period		447,682	22,266
Balance of cash and cash equivalents at the beginning of the period		261,867	239,601
Balance of cash and cash equivalents at the end of the period		$ 709,549	$ 261,867

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

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

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Appendix 1.

APEX Science & Engineering Corp.

Rules of Procedure for Shareholders' Meetings

Article 1. 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 2. 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 Incorporation.

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 Market Observation Post System 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 shareholders' meeting, the Company shall also have prepared the shareholders' meeting handbook and supplemental meeting materials, make them available for review by shareholders at any time and display them in the Company and the professional stock agency appointed by the Company.

The Company shall make the meeting handbook and supplemental meeting materials mentioned in the preceding paragraph available for review by shareholders in the following way on the date of the shareholders' meeting:

I. On the date of a substantive shareholders' meeting, the Company shall distribute them on the venue.
II. On the date of a video assisted shareholders' meeting, the Company shall distribute them on the venue and upload the electronic files to the video meeting platform.
III. On the date of a video shareholders' meeting, the Company shall upload electronic files to the video meeting platform.

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

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

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

Article 4. Shareholders may provide the power of attorney printed and issued by the Company at each shareholders' meeting, which records the scope of authorization, and entrust a proxy to attend the shareholders' meeting.

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

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

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

Article 5. (Principles for the Place and Time of Shareholders' Meetings)

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

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

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Article 6. (Preparation of documents such as signature book)

The Company shall, in the meeting notice, specify the time and place for registration by shareholders, solicitors, and entrusted agents (hereinafter referred to as shareholders), as well as other matters needing attention.

Handling of shareholder registration referred to in the preceding paragraph shall begin at least thirty minutes before the meeting. There shall be clear signs and sufficient and adequate staff at the registration desk. Registration shall be handled on the video meeting platform of shareholders' meetings thirty minutes before the meeting begins. Shareholders who have completed registration shall be deemed to attend shareholders' meetings in person.

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 6-1 (Holding video shareholders' meetings and convening to notify matters which shall be specified)

Where the Company holds a video shareholders' meeting, it shall specify the following matters in the notice of convening the shareholders' meeting:

I. Methods for shareholders to participate in video meetings and exercise rights.

II. Methods to deal with obstacles on the video meeting platform or in participation by video conferencing due to natural disasters, incidents or other force majeure events, at least including the following matters:

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(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. 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.

Article 7. (Chairman of the Shareholders' Meeting, Attendees)

If the shareholders' meeting is convened by the board of directors, the chairman of the board shall serve as the chairperson. If the chairman is on leave or unable to perform duties due to other reasons, the vice chairman shall act as the chairperson. If there is no vice chairman, or if the vice chairman is also on leave or unable to perform duties, the chairman shall designate an executive director to act as the chairperson. If there are no executive directors, a director shall be designated. If the chairman does not designate a proxy, the executive directors or directors shall elect one among themselves to act as the chairperson.

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.

~39~

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

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

The Company may appoint the retained appointed lawyers, accountants or relevant personnel to participate in a shareholders' meeting as an observer.

Article 8. (Audio or video evidence of the proceedings of shareholders' meetings)

The Company shall make uninterrupted audio and video recording starting from the attendance registrations, the proceedings of the shareholders' meeting, the voting, and to vote-counting procedures.

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

Where the Company's shareholders' meeting is held by video, the registration, check-in, report for duty, questioning, voting and company vote counting results of shareholders shall be recorded and kept, and the video meeting shall be continuously recorded and video recorded.

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

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

Article 9. The participation and voting by shareholders shall be duly calculated based on the number of shares they hold. The number of shares in attendance shall be calculated according to the shares indicated by the signature book or sign-in cards handed in and the number of shares reported on the video meeting platform, plus the number of shares whose voting rights are exercised by written or electronic form.

The chairperson shall call the meeting to order at the time scheduled for the meeting, as well as announce information, such as the number of shares without voting right and shares present. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. If the attending shareholders still represent not more than one-

third of the total number of issued shares after two postponements, the Chair shall declare the meeting adjourned; if the shareholders' meeting is held by video, the Company shall announce the meeting adjourned on the video meeting platform for the shareholders' meeting.

If a quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent more than one-third of the total number of issued shares, a tentative resolution may be adopted pursuant to Item I, Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be held within 1 month; shareholders shall register with the Company again pursuant to Article 6 where the shareholders' meeting is held by video and shareholders tend to attend by video conferencing.

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

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

The preceding paragraph shall apply mutatis mutandis to meetings convened by any person, other than the Board of Directors, with the authority to convene such meeting.

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

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

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Article 11. (Shareholders' speech)

An attending shareholder shall issue and submit a slip of paper before speaking. The slip of paper shall expressly describe the subject of his or her opinions and his or her shareholder account number (or the code of the participation certificate) so that the Chair may fix the order of speaking.

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

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

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

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

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

Where a shareholders' meeting is held by video, shareholders attending by video conferencing may raise questions by words on the video meeting platform for the shareholders' meeting after the Chair declares the meeting commencing and before the Chair declares the meeting closed. The number of questions for each proposal shall not exceed twice, each limited by two hundred characters, which does not apply the provisions of Items I to V.

Where the questions mentioned in the preceding paragraph do not violate or exceed the scope of proposal, the Company may disclose the questions on the video meeting platform for shareholders' meetings to make them well known.

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 relationship would prejudice the interests of the

~42~

Company, such a shareholder shall not vote on that item, and shall not exercise voting rights as a proxy for any other shareholder.

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

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

Article 13.

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

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

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

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

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

When the Company holds a shareholders' meeting by video, shareholders participating by video conferencing shall vote on various proposals and election proposals through the video meeting platform before the Chair announces the close of voting, and shall be deemed as waiver if overdue.

Where a shareholders' meeting is held by video, the votes shall be counted at one time after the Chair announces the close of voting, and the voting and election results shall be announced.

When the Company holds a video assisted shareholders' meeting, shareholders who have registered to attend shareholders' meeting by video conferencing according to Article 6 and intend to attend the substantive shareholders' meeting in person shall revoke registration in the way same as registration two days before the shareholders' meeting is held; in the event of delayed revocation, they can only attend the shareholders' meeting by video conferencing.

Those who exercise the voting right in written or electronic form, have not revoked their declaration of will and participate in the shareholders' meeting by video conferencing shall not exercise the voting right to the original proposal, amend the original proposal or exercise the voting right to amendments to the original proposal.

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

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

Article 15. The resolutions of the shareholders' meeting shall be made into minutes, which shall be signed or sealed by the Chair, and the Chair shall distribute the minutes to all shareholders within 20 days after the meeting. The meeting minutes may be produced and distributed in electronic form.

The 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 16. (External announcement)

On the day of a shareholders meeting, the Company shall compile in the prescribed format, a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares of shareholders attending the meeting in written or electronic form, and shall make an express disclosure of the same at the place of the shareholders meeting; where the shareholders' meeting is held by video, the Company shall upload the aforesaid data to the video meeting platform for shareholders' meeting at least thirty minutes before the meeting begins, and continuously disclose the same till the end of the meeting.

Where the Company holds a shareholders' meeting by video, at declaration of the beginning of the meeting, the total number of shares of present shareholders shall be disclosed on the video meeting platform. If the total number of shares and the number

~45~

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 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 stop him or her, the chairperson may 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 Company Act.

Article 19. (Information disclosure of video meetings)

Where a shareholders' meeting is held by video, the Company shall disclose the voting results of various proposals and election results in real time on the video meeting platform for the shareholders' meeting in accordance with regulations, and shall continue to disclose for at least fifteen minutes after the Chair declares the meeting adjourned.

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Article 20. (Location of the Chair and recorder of video shareholders' meetings)

When the Company holds a video shareholders' meeting, the Chair and recorder shall be located in the same domestic place. The Chair shall declare the address of this place at the meeting time.

Article 21. (Treatment of disconnection)

Where a shareholders' meeting is held by video, the Company may provide shareholders with a simple online test before the meeting, and provide relevant services in real time before the meeting and during the meeting to assist in handling technical problems of communication.

Where a shareholders' meeting is held by video, the Chair shall declare while declaring the commencement of the meeting, the meeting date shall be postponed or renewed within five days, which is not applicable to the provision of Article 182 of the Company Act, when the video meeting platform or participation by video conferencing is blocked for more than thirty minutes due to natural disasters, incidents or other force majeure events before the Chair declares the meeting adjourned, except for the cases in which there is no need to postpone or continue the meeting as stipulated in Item IV, Article 44-20 of the Standards for the Handling of Shares of Public Offering Companies.

In the event of the aforementioned postpone or renewal of the meeting, shareholders who have not registered participation in the original shareholders' meeting by video conferencing 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

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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 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.

Article 23. This rule shall be implemented after approved at the shareholders' meeting, and its amendments shall apply the same.

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Appendix 2.

APEX Science & Engineering Corp. Articles of Incorporation

Chapter 1. General Provisions

Article 1. The Company determines its name as APEX Science & Engineering Corp. under the Company Act.

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

CA02050 Valves Manufacturing
CA02060 Metal Containers Manufacturing
CB01010 Mechanical Equipment Manufacturing
CB01030 Pollution Controlling Equipment Manufacturing
CB01990 Other Machinery Manufacturing
CC01010 Manufacturing of Power Generation, Transmission, and Distribution Equipment
CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing
CC01040 Lighting Equipment Manufacturing
CC01080 Manufacture of Power Generation, Transmission and Distribution Machinery
CC01110 Affairs Machine Manufacturing
CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
CD01020 Rail Vehicle and Parts Manufacturing
CE01010 General Instrument Manufacturing
CQ01010 Iron and Steel Casting
CZ99990 Manufacture of Other Industrial Products Not Elsewhere Classified
E103101 Environmental protection works Specialized Construction Enterprises
E501011 Tap Water Pipelines Contractors
E502010 Fuel Catheter Installation Engineering
E599010 Piping Engineering
E601010 Electric Appliance Construction
E601020 Electric Appliance Installation
E602011 Electric Appliance Installation
E603010 Cable Installation Engineering
E603040 Fire Safety Equipment Installation Engineering
E603050 Automatic Control Equipment Engineering
E603080 Traffic Signs Installation Engineering
E603090 Lighting Equipments Construction
E603100 Electric Welding Engineering
E603130 Gas Water Heater Contractors
E604010 Machinery Installation
E605010 Computer Equipment Installation

32 E701010 Telecommunications Engineering
33 E801010 Indoor Decoration
34 E801020 Doors and Windows Installation Engineering
35 E801030 Indoor Light-gauge Steel Frame Engineering
36 E801040 Glass Installation Engineering
37 E801070 Kitchenware and Sanitary Fixtures Installation Engineering
38 E901010 Painting Engineering
39 E903010 Anti-Corrosion and Anti-Rust Engineering
40 EZ03010 Furnace Installation
41 EZ05010 Instrument and Meters Installation Engineering
42 EZ15010 Warming and Cooling Maintenance 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
47 F106040 Wholesale of Plumbing Materials
48 F106050 Wholesale of Ceramic and Glassware
49 F111090 Wholesale of Building Materials
50 F113020 Wholesale of Electrical Appliances
51 F113030 Wholesale of Precision Instruments
52 F113070 Wholesale of Telecommunication Apparatus
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
60 F206040 Retail Sale of Plumbing Materials
61 F211010 Retail Sale of Building Materials
62 F213010 Retail Sale of Electrical Appliances
63 F213040 Retail Sale of Precision Instruments
64 F213060 Retail Sale of Telecommunication Apparatus
65 F215020 Retail Sale of Ores
66 F218010 Retail Sale of Computer Software
67 F219010 Retail Sale of Electronic Materials
68 F220010 Retail Sale of Refractory Materials
69 F399990 Retail sale of Other Integrated
70 F401010 International Trade
71 H701010 Housing and Building Development and Rental
72 H701040 Specific Area Development
73 H701060 New Towns, New Community Development
74 I103060 Management Consulting
75 I301010 Information Software Services

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76 I501010 Product Designing
77 I503010 Landscape and Interior Designing
78 F301010 Department Stores
79 F301020 Supermarkets
80 F399010 Convenience Stores
81 F501060 Restaurants
82 G202010 Parking area Operators
83 D101060 Self-usage power generation equipment utilizing renewable energy industry
84 IG03010 Energy Technical Services
85 H701020 Industrial Factory Development and Rental
86 H701050 Investment, Development and Construction in Public Construction
87 H701070 Process Zone Expropriation and Urban Land Readjustment Agency
88 H701080 Urban Renewal Reconstruction
89 H701090 Urban Renewal, Reconstruction and Maintenance Industry
90 E103071 Underground Pipeline Works Specialized Construction Enterprises
91 ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3. The Company shall have its head office in New Taipei City, and may establish or close branches or representative offices at proper locations domestically and abroad as resolved by the Board of Directors, whose establishment, change or cancellation shall be handled as resolved by the Board of Directors.

Article 4. The Company may conduct external assurance.

Chapter 2. Shares

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

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

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

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

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Article 9. The Company shall take charge of stock affairs in accordance with the Standards for the Handling of Shares of Public Offering Companies.

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

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

Chapter 3. Shareholders' Meeting

Article 12. 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 Chairman. When the Chairman is absent, the Chairman 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 12-1 Shareholders' meetings of the Company can be held by video or other means announced by the central authority.

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

Article 13-1 The 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 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 than three, and shall not be less than one-third of 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. 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 14-1 The Company may purchase liability insurance for the directors during their tenures, which shall cover the directors' liabilities arising from the performance of their duties.

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

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

I. Convene a Shareholders' Meeting and make resolutions.
II. Review the business strategies of the Company.
III. Review the important provisions of the Company.
IV. Review the Company's budget plan and business report.
V. Draft of Company's profit distribution and capital increase/decrease.
VI. Appointment or discharge of managers of the Company.
VII. Purchase, sale, split, exchange, property rights settings and all other disposals of immovable properties.
VIII. Other powers and duties conferred by the regulations or by the shareholders at the shareholders' meeting.

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

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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.

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

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

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

Article 19. Deleted.

Chapter 5. Managers

Article 20. The Company may appoint one General Manager, assisted by several Vice General Managers. The General Manager, under the mandate of the Board of Directors, oversees all Company operations. The appointment and dismissal of the General Manager shall be conducted in accordance with the law.

Chapter 6. Accounting

Article 21. Each fiscal year of the Company starts from January 1 to December 31.

Article 22. After the end of each fiscal year, the Board of Directors shall prepare the reports provided and submit such reports to the annual general meeting for ratification.

I. Business Report
II. Financial Statements
III. Earnings Distribution and Loss Coverage

Article 23. If the Company makes a profit in the year, it shall set aside 8% of the balance as remuneration to the employees and no greater than 2% of the balance as remuneration to directors. However, when there are accumulated losses (including adjustment on undistributed earnings), the Company shall reserve appropriate amounts for offsetting before making the remuneration. From the amount allocated for employee remuneration, at least 1% must be distributed to frontline employees.

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The above remuneration to the employees may be allotted in cash or stock, and the eligible personnel shall include employees at subsidiaries that meet related requirements. The above remuneration to the directors shall be in cash.

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

Article 23-1

In case there are profits after tax at the closing account of the current year, the Company shall first make up the accumulated deficit (including 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. The Company shall also appropriate or reverse special reserves in accordance with laws or regulations stipulated by the competent authorities. The Company shall also appropriate or reverse special reserves in accordance with laws or regulations stipulated by the competent authorities. With regard to the earnings and undistributed earnings of same period (including adjustment on undistributed earnings), the Board of Directors shall submit an earnings distribution proposal to distribute dividends to shareholders, subject to the approval at the shareholders' meeting.

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

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

Article 26. The Articles of Incorporation were enacted on August 3, 1976; the first amendment was made on June 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

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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 Mar. 29, 1995; the nineteenth amendment was made on May 7, 1996; the twentieth amendment was made on Apr. 19, 1997; the twenty-first amendment was made on Jun. 9, 2000; the twenty-second amendment was made on Jun. 20, 2001, and the twenty-third amendment was made in Jun. 25, 2002; the twenty-fourth amendment was on Jun. 15, 2004, the twenty-fifth amendment was on Jun. 14, 2005; the twenty-sixth amendment was on Jun. 14, 2005; the twenty-seventh amendment was made on Jun. 15, 2007; the twenty-eighth amendment was made on Jun. 13, 2008; twenty-ninth amendment was made in Jun. 16, 2009; the thirtieth amendment was on Jun. 17, 2010; the thirty-first amendment was on Jun. 17, 2011; the thirty-second amendment was on Jun. 21, 2012; the thirty-third amendment was made on Jun. 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. The 40th amendment was made on June 13, 2024, and the 41st amendment was made on June 11, 2025.

APEX Science & Engineering Corp.

Chairman: Kuo, Kuo-Hua

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Appendix 3.

APEX Science & Engineering Corp.
Statement of Directors' Shareholding

The date of cessation of transfer: April 11, 2026

Title	Name	Shares held listed in the shareholders' register
Chairman	Kuo, Kuo-Hua	17,098,056
Director	Kai Da Development Company (representative: Wang Chao-Kuei)	1,082,016
Director	Lu, Fang-Yuan	104,040
Independent Director	Hsiao, Sheng-Hsien	0
Independent Director	Wang, Wei-Cheng	0
Independent Director	Gu Yongjia	229,787
Independent Director	Su Ya-Song	27,032
Total shares held by all directors (excluding independent directors)		18,284,112

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

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AI assistant

APEX AGM Information 2026

52284_rns_2026-05-26_0de5fdd6-8000-4774-a275-8254c9663e6c.pdf

2026 Annual Shareholders' Meeting Meeting Handbook

Contents

APEX Science & Engineering Corp.

APEX Science & Engineering Corp.

2026 Annual Shareholders’ Meeting Agenda

APEX Science & Engineering Corp.

Audit Committee's Audit Report

Basis for Opinions

Key Audit Matters

Accuracy of Construction Revenue Recognition

Explanation of the matter

Corresponding audit procedures

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

Auditors' Responsibilities for the Audit of the Financial Statements

Opinions

Basis for Opinions

Key Audit Matters

Accuracy of Construction Revenue Recognition

Explanation of the matter

Corresponding audit procedures

Other Matters - Individual Report

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

Responsibilities of the CPAs in Auditing the Consolidated Financial Statements

APEX Science & Engineering Corp.

Rules of Procedure for Shareholders' Meetings

Article 17. (Maintenance of Venue Order)

Article 18. (Break, Continue Meeting)

Article 19. (Information disclosure of video meetings)

APEX Science & Engineering Corp. Articles of Incorporation

Chapter 1. General Provisions

Chapter 2. Shares

Chapter 3. Shareholders' Meeting

Chapter 5. Managers

Chapter 6. Accounting

Chapter 7. Supplementary Provisions

AI assistant

APEX — AGM Information 2026

52284_rns_2026-05-26_0de5fdd6-8000-4774-a275-8254c9663e6c.pdf

2026 Annual Shareholders' Meeting Meeting Handbook

Contents

APEX Science & Engineering Corp.

APEX Science & Engineering Corp.

2026 Annual Shareholders’ Meeting Agenda

APEX Science & Engineering Corp.

Audit Committee's Audit Report

Basis for Opinions

Key Audit Matters

Accuracy of Construction Revenue Recognition

Explanation of the matter

Corresponding audit procedures

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

Auditors' Responsibilities for the Audit of the Financial Statements

Opinions

Basis for Opinions

Key Audit Matters

Accuracy of Construction Revenue Recognition

Explanation of the matter

Corresponding audit procedures

Other Matters - Individual Report

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

Responsibilities of the CPAs in Auditing the Consolidated Financial Statements

APEX Science & Engineering Corp.

Rules of Procedure for Shareholders' Meetings

Article 17. (Maintenance of Venue Order)

Article 18. (Break, Continue Meeting)

Article 19. (Information disclosure of video meetings)

APEX Science & Engineering Corp. Articles of Incorporation

Chapter 1. General Provisions

Chapter 2. Shares

Chapter 3. Shareholders' Meeting

Chapter 5. Managers

Chapter 6. Accounting

Chapter 7. Supplementary Provisions

More from APEX

APEX AGM Information 2026