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Apex AGM Information 2026
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AGM Information
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APEX
Apex International Co., Ltd.
(Incorporated in Cayman Islands with limited liability)
2026 Annual General Meeting Minutes
(Translation)
Date: Wednesday, April 29, 2026 at 09:00 AM
Place: Primasia Conference & Business Center
(15F, No. 99, Fuxing N. Rd., Songshan Dist., Taipei City, Taiwan R.O.C.)
Type of the Meeting: Physical Meeting
Total outstanding shares: 264,937,988
Total shares represented by shareholders present in person or by proxy: 151,987,536
Percentage of shares held by shareholders present in person or by proxy: 57.36%
Total shares having no voting right: 0
Directors present:
Mr. Shu-Mu Wang, Chairman of the Company
Mr. Jiun-Ting Lin, Director
Mr. Chau-Chin Su, Independent Director & Convener of the Audit Committee
Mr. Yang-Tzong Tsay, Independent Director
Ms. Ray-Hua Horng, Independent Director
Mr. Chih-Cheng Su, Independent Director
6 members of the Board of Directors are present, which is over half of the 9 seats on the board.
Attendee: Ms. Min-Ju Chao, Accountant of KPMG Taiwan
Chairman: Mr. Shu-Mu Wang, Chairman of the Company
Minutes Taker: Mr. Tsung-Ming Ho
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Meeting Commencement Announced: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.
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Chairman's Remarks (omitted)
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Report Items
(1) 2025 Business Report (please refer to Attachment 1).
Summary of the First Statement by Shareholder Account No. 1783:
Please have the Chairperson introduce the attendees seated at the table and provide an explanation of the 2025 business report, the losses incurred in 2025, and the reasons for such losses.
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How was the loss of more than NT$2 billion incurred last year?
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The company reported a net loss before tax of approximately NT$1.8 billion in 2024, which expanded to approximately NT$2 billion in 2025. Accumulated losses have exceeded one-half of the company's paid-in capital. How does the company plan to address this situation? Will capital surplus be used to offset the losses?
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Ending inventory balance exceeded NT$2.6 billion, yet the disclosure regarding inventory valuation losses was insufficiently clear. In addition, accounts receivable exceeded NT$3 billion, which appears relatively high. Please explain the reasons for this.
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- Current short-term borrowings amount to approximately NT$2.67 billion. What is the monthly interest expense burden associated with these loans?
- Please explain the operating conditions that resulted in a loss per share of approximately NT$9 in 2024 and approximately NT$8.65 in 2025
As designated by the Chairperson, the Chief Financial Officer responded and explained as follows:
Consolidated revenue for 2024 was approximately NT$12.4 billion, while revenue for 2025 was approximately NT$11.6 billion. In terms of gross margin, the figure was approximately 2% in 2024 and declined to approximately 1% in 2025.
The losses were primarily attributable to the decline in gross profit, for two main reasons. First, the Company had historically focused on household appliance products, but over the past two years, competition from China's "red supply chain" manufacturers has intensified significantly, resulting in substantial pricing pressure. Second, material costs continued to rise. The rapid development of the AI industry has tightened the supply of related materials and driven prices upward. Bulk raw materials such as copper and precious metals have continued to increase in price due to international political developments and market conditions. In addition, because the Company's major material sources are located in China, adjustments to China's export tax rebate policies further increased procurement costs.
Regarding accounts receivable, the balance was approximately NT$3.3 billion at the end of 2024 and approximately NT$3.2 billion at the end of 2025, with no significant difference between the two years. The Company's major customers are internationally renowned corporations, and therefore there is no excessive concern regarding collectability.
As for the relatively high inventory level, this was due to the Company's expectation at the end of 2025 that copper prices would continue to rise and material lead times would lengthen. Accordingly, the Company increased advance purchases of major raw materials such as copper balls and copper foil in order to better control material costs for 2026, resulting in a higher ending inventory balance. With respect to interest costs, the Company has incurred losses for two consecutive years and has therefore raised approximately NT$2 billion in total through the capital markets during the same period. Due to the scale of the losses, outstanding borrowings remain relatively high, and the current monthly interest expense is approximately NT$30 million.
In addition to continuing operational improvements, the Company also plans to improve its financial structure in 2026 through capital increases or financing activities in the capital markets, thereby reducing funding costs.
Regarding the issue of accumulated losses exceeding one-half of paid-in capital, no proposal to offset losses with capital surplus was submitted at this shareholders' meeting.
As for the attendees, the meeting was chaired by Chairman Wang Shu-Mu. Seated from left to right were: KPMG accountant Chao Min-Ju; Independent Director Su Chih-Cheng (also Independent Director of Bank SinoPac); Chairman and Director Wang Shu-Mu; Audit Committee Convener and Independent Director Professor Su Chao-Chin (National Yang Ming Chiao Tung University); Independent Director Professor Tsai Yang-Tsung (National Taiwan University); and Independent Director Professor Hung Jui-Hua (National Yang Ming Chiao Tung University). The independent directors were considered to possess sufficient professionalism and independence.
Summary of the Second Statement by Shareholder Account No. 1783:
- The Company has accumulated substantial losses and its profitability remains poor. What specific measures will be implemented to improve operations and profitability?
- The Company's revenue for March 2026 was approximately NT$900 million, representing a year-on-year decline of nearly 10%. Consolidated revenue for the first quarter was approximately NT$2.759 billion, reflecting a decline of approximately 12% compared to the same period last year.
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Please explain the Company's full-year revenue plan and the seasonal distribution between peak and off-peak periods.
- Given the magnitude of the current losses, does the Company have any concrete plans to improve its financial structure?
As designated by the Chairperson, the Chief Financial Officer responded and explained as follows:
The Company's transformation requires time. Historically, the Company's primary focus was on household appliance products, but in recent years it has actively expanded into the PC and automotive electronics markets. The proportion of these two product categories has gradually increased, while the share of the household appliance market has gradually declined.
The Company is enhancing its competitiveness against pressure from Chinese supply chains by upgrading technology and increasing product added value.
Revenue for the first quarter of 2026 was approximately NT$2.7 billion, remaining at a level similar to that of the fourth quarter. During the transformation process, adjustments to costs and implementation of customer price increase notifications both require time to take effect.
Regarding accounts receivable, the total balance has remained around NT$3.3 billion over the past two years. Allowance for doubtful accounts was approximately NT$75 million, representing a very low ratio. Since the Company's customers are internationally renowned corporations, the quality of receivables is considered sound.
Allowance for inventory valuation losses ranged from approximately NT$300 million to NT$500 million. Scrap losses accumulated from inventory in 2023 and 2024 have been significantly reduced following strengthened management controls, and related losses in 2025 are expected to decline substantially. The quality of accounts receivable and the effectiveness of inventory management have both been disclosed in the independent auditors' report.
With respect to improving the financial structure, the Company plans to raise funds in 2026 through capital market activities such as capital increases or the issuance of convertible corporate bonds, with the objective of reducing financial costs.
(2) 2025 Audit Committee's Review Report on Financial Accounting Books and Statements (please refer to Attachment 2).
Summary of the First Statement by Shareholder Account No. 1783:
With respect to the audit reports issued by the members of the Audit Committee, this shareholder would like to raise several comments and suggestions:
- Given the Company's continued losses, how has the Audit Committee fulfilled its supervisory responsibilities? On what basis was the review report issued pursuant to Article 219 of the Company Act and Article 14-4 of the Securities and Exchange Act?
- How has the Audit Committee assisted in reviewing the financial statements? Were any irregularities identified, and how many meetings are held each year?
- Has a special task force been established to study and formulate measures for improving the Company's losses?
- Given the severity of the losses, what supervisory procedures have been implemented?
- What is the total personnel expense of the Company, including its Thailand branch?
- Under general provisions of the Company Act, companies with losses are not permitted to distribute compensation. Please explain under what regulations or basis compensation has nevertheless been paid.
Audit Committee Convener and Independent Director Su Chao-Chin responded and explained as follows:
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Independent Director Su Chao-Chin explained that in 2019, demand for consumer electronics products was strong and the Company's overall operations performed well; however, market demand subsequently declined.
The Company determined that it needed to transform toward the high-density interconnect (HDI) sector in order to enter higher-margin markets such as PCs. Otherwise, it would remain limited to low-margin consumer products such as televisions. Accordingly, the Company invested in the construction of a third plant. The construction process involved substantial equipment procurement, which resulted in increased borrowing and interest expenses. These expenditures were considered necessary strategic investments.
Looking ahead, the Company plans to further expand into the IC substrate market in order to improve profit margins.
Compensation for independent directors has been handled in accordance with the relevant provisions of the Company Act and the Securities and Exchange Act. The Company's legal department was requested to confirm the related details.
Audit Committee Member and Independent Director Su Chih-Cheng responded and explained as follows:
"I would like to explain to this shareholder that I myself am also a certified public accountant. With regard to the review of the financial statements, we would like to provide some additional clarification. Basically, our review procedures are conducted in accordance with the regulations prescribed by the Financial Supervisory Commission governing the auditing of financial statements of listed companies.
The primary aspect of the review still relies on the audit work performed by the external accountants. We regularly communicate with the accountants, and they may provide further supplementary explanations later."
Summary of the Second Statement by Shareholder Account No. 1783:
Whether the internal audit personnel submit monthly reports and annual plans, and whether the Audit Committee has ever inquired with the Chief Financial Officer and vice president-level executives regarding the causes of the Company's losses, conducted comparisons with industry peers, and confirmed whether remedial plans have been prepared.
Audit Committee Convener and Independent Director Su Chao-Chin responded and explained as follows:
Independent Director Su Chao-Chin explained that the Board of Directors convenes five meetings each year, and at every meeting the relevant executives report on the Company's financial statements and operational status.
Internal audit reports are submitted on a monthly basis, and regular video conferences are held to review the audit contents and discuss major issues such as losses and debt repayment.
At each board meeting, business executives also report on the development of new customers and the progress of new products.
Independent Director and Audit Committee Member Tsai Yang-Tsung responded and explained as follows:
Regarding the causes of the Company's losses, in addition to industry-related factors, the war in Ukraine, geopolitical tensions in the Middle East, and former President Trump's tariff policies have all created significant uncertainty in raw material prices, further intensifying the operational difficulties faced by the industry as a whole.
The independent directors acknowledged the efforts made by the Chairman and management team in actively pursuing business opportunities under challenging circumstances. They had also personally visited Thailand to inspect the equipment at the third plant and confirmed that the equipment is advanced. However, customer orders have not yet fully materialized in the short term,
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while fixed costs such as depreciation continue to be incurred. This has been the primary reason why expenses have remained difficult to reduce and profitability has been unable to improve in recent years.
With respect to the financial structure, the Company's debt ratio remains relatively high. The Company therefore plans to obtain lower-cost funding through capital increases or the issuance of convertible corporate bonds in order to improve its financial structure.
Regarding director compensation, directors' fixed salaries are not distributed based on profitability. The shareholder's inquiry likely concerns "director remuneration." Since the Company incurred losses, no director remuneration was accrued. The actual amounts received by each director have already been disclosed in the shareholders' meeting materials and are not considered excessive compared with industry peers.
Regarding internal controls, the Company's internal audit department issues audit reports on a monthly basis, and the Audit Committee regularly monitors risk-related matters. Current audit results have revealed no material deficiencies or fraudulent activities, and the internal control system is operating effectively.
Independent Director and Audit Committee Member Hung Jui-Hua responded and explained as follows:
"I would like to supplement the discussion from a more technical perspective. In its early years, the Company primarily focused on household appliance products. In recent years, however, the Company has begun transforming toward the automotive and PC sectors. In particular, the automotive sector requires a relatively long certification process.
Regarding the technical aspects, transformation not only requires talent but also time. This year, the Company has also recruited many senior technical professionals.
The above is my supplementary explanation."
(3) 2025 Directors' Remuneration Report
For the 2024 directors' remuneration, including the remuneration policy, the details and amount of the remuneration received by individual directors, please refer to Attachment 3.
(4) 2025 Implementation Status of the Company's Sound Operation Plan Report
① Pursuant to Article 7 of Financial Supervisory Commission Notice No. 1140383736 dated August 6, 2025, the implementation status of the sound operation plan shall be reported to the Board of Directors on a quarterly basis.
② Implementation Status of the Sound Operation Plan of 2025, please refer to Attachment 4.
(5) 2025 Implementation Status of Private Placement of Common Shares for Cash Capital Increase and/or Private Placement of Overseas or Domestic Convertible Bonds Report
At the Company's 2025 Annual General Meeting held on May 28, 2025, the shareholders approved the issuance of new common shares for cash in public offering and/or private placement of common shares and/or private placement of domestic or overseas convertible bonds. The Board of Directors was authorized, within one year from the date of the shareholders' resolution, to carry out the issuance in one or multiple tranches (not exceeding three), up to a total of 48.75 million shares. As this authorization will expire on May 27, 2026, and the Company has not yet identified suitable subscribers, the Company will not proceed with this plan.
(6) The Company's accumulated deficits reaching one half of Paid-in capital. Report
The company's paid-in capital as of December 31, 2025 was NT $2,649,379,880, and its accumulated loss was NT $ 1,771,713,734, which is one-half of the paid-in capital.
4. Approval Item
(1) 2025 Business Report, Financial Statements and Deficit Compensation (Proposed by the Board of
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Directors)
Explanation:
① 2025 Financial Statements were audited by CPA Min-Ju Chao and CPA Chun-I Chang of KPMG who issued unqualified opinion report.
② For 2025 Business Report, Independent Auditors' Report, the aforementioned Financial Statements and Deficit Compensation Table, please refer to Attachment 1, 5 and 6.
③ Please approve.
Voting Results: Shares represented at the time of voting: 150,695,985
| Voting Results (including votes casted electronically) | % of the total represented share present | |
|---|---|---|
| Approval votes: | 127,998,494 votes | 84.94 % |
| Disapproval votes: | 125,936 votes | 0.08 % |
| Invalid votes: | 0 vote | 0.00 % |
| Abstention votes / No votes: | 22,571,555 votes | 14.98 % |
RESOLVED, the proposal was approved after voting.
5. Discussion Items
(1) Proposed for approval to proceed with the issuance of common shares through cash capital increase and/or private placement of common shares through cash capital increase and/or private placement of domestic convertible bonds.
Explanation:
① In order to strengthen working capital, improve the financial structure, repay bank borrowings, or meet other funding needs for the Company's long-term development, it is proposed that the shareholders' meeting authorize the Board of Directors, within a maximum limit of 48,750,000 common shares, to determine the appropriate timing, fundraising instruments, and methods based on market conditions and the Company's operational needs, in accordance with the Company's Articles of Incorporation, applicable laws and regulations, and the principles described below. If convertible bonds are issued through private placement, the number of common shares to be converted shall be calculated within the aforementioned limit of 48,750,000 shares based on the conversion price at the time of the private placement.
② Purpose of the funds to be raised, schedule of fund utilization and expected benefits: The funds to be raised in this offering are expected to be used for one or more of the following purposes: strengthening working capital, improving financial structure, repaying bank borrowings, or meeting other funding needs in response to the Company's long-term development. After the funds are utilized, the Company expects to strengthen its competitiveness and improve operational efficiency.
③ The common shares issued through the cash capital increase, the privately placed common shares, the privately placed convertible bonds and the common shares converted therefrom shall all be issued or delivered in book-entry form. Except for privately placed securities which are subject to the three-year transfer restriction under Article 43-8 of the Securities and Exchange Act of the Republic of China, the common shares issued or privately placed in this offering (including shares converted from privately placed convertible bonds) shall have the same rights and obligations as the Company's existing common shares. The securities issued in this private placement may, after three years from the date of delivery, be submitted—subject to authorization by the shareholders' meeting—for the Board of Directors to apply to the Taiwan Stock Exchange for a consent letter in accordance with applicable laws and regulations, and subsequently apply to the competent
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authority to complete the procedures for public offering and for listing on the exchange.
④ Cash capital increase through public offering of common shares
A. The par value per share shall be NT$10. The actual issue price shall be determined in accordance with the relevant provisions of the Self-Regulatory Rules of the Securities Underwriters Association of the Republic of China for Underwriter Members Assisting Issuing Companies in the Offering and Issuance of Securities, and based on market conditions at the time of issuance. The Chairman is authorized to determine the issue price jointly with the underwriter and submit it to the competent authority for recordation before issuance.
B. No specific portion of the shares will be reserved for subscription by employees of the Company and/or employees of the Company's subsidiaries. The method for the sale of the publicly underwritten portion shall be determined by the Board of Directors by selecting one of the following two methods:
a. Pursuant to Article 28-1 of the Securities and Exchange Act, the shareholders' meeting will be requested to approve the waiver of the preemptive subscription rights of existing shareholders in proportion to their shareholdings, and all shares will be allocated through book-building.
b. Pursuant to Article 13 of the Regulations Governing the Offering and Issuance of Securities by Foreign Issuers and Article 3.3 of the Company's Amended and Restated Memorandum Articles of Incorporation, 10% of the total shares issued will be offered for public underwriting, while the remaining shares will be subscribed by the Company's existing shareholders in proportion to their shareholdings. If any shareholder waives the right to subscribe or if the subscription is not fully taken up, the Chairman is authorized to allocate such shares to specific persons at the issue price.
⑤ Private placement of common shares and/or convertible bonds pursuant to Article 43-6 of the Securities and Exchange Act and the Directions for Public Companies Conducting Private Placements of Securities, the relevant matters are explained as follows:
A. Basis for Price Determination and Its Reasonableness
a. The reference price for determining the subscription price of the privately placed common shares and/or the conversion price of the privately placed convertible bonds shall be determined based on the higher of the prices calculated under the following two benchmarks:
(a) The simple arithmetic average of the closing price of the Company's common shares for one, three, or five business days prior to the pricing date, after deducting adjustments for ex-rights due to stock dividends and ex-dividend for cash dividends, and adding back the share price after reverse adjustment for capital reduction.
(b) The simple arithmetic average of the closing price of the Company's common shares for the 30 business days prior to the pricing date, after deducting adjustments for ex-rights due to stock dividends and ex-dividend for cash dividends, and adding back the share price after reverse adjustment for capital reduction.
b. (a) The subscription price of the privately placed common shares shall, subject to the approval of the shareholders' meeting, be determined at not less than 80% of the reference price calculated in accordance with the aforementioned provisions.
(b) Private Placement of Convertible Bonds
i. Denomination: NT$100,000 per bond or multiples thereof.
ii. Term: Not exceeding 7 years from the date of issuance.
iii. Coupon Rate: 1.5%.
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iv. Issue Price: The issue price shall be determined at not less than 80% of the theoretical price. The theoretical price shall be determined using a pricing model that covers and simultaneously considers all rights embedded in the issuance terms. The actual issue price shall be determined within the range not lower than the percentage approved by the shareholders' meeting.
c. The actual private placement price, pricing date, and issue price shall be determined by the Board of Directors as authorized by the shareholders' meeting, based on the above provisions and taking into consideration market conditions, the Company's circumstances, objective factors, and the selection of specific subscribers, provided that such price shall not be lower than the percentage approved by the shareholders' meeting. The pricing of the private placement shall comply with the laws and regulations of the competent authority, refer to the above reference prices, and take into consideration the three-year transfer restriction imposed on privately placed securities under the Securities and Exchange Act. Therefore, such pricing shall be deemed reasonable.
B. Method of Selecting Specific Subscribers, Purpose, Necessity and Expected Benefits
a. The subscribers of this private placement shall be limited to specific persons in compliance with Article 43-6 of the Securities and Exchange Act and the Order No. 1120383220 issued by the Financial Supervisory Commission on September 12, 2023.
b. Where the subscribers are insiders or related parties:
(a) Method and purpose of selection
Considering that such persons have a considerable understanding of the Company's operations and may provide direct or indirect benefits to the Company's future operations, the potential subscribers currently planned to be approached are insiders or related parties of the Company.
The tentative list of such subscribers is shown in the table below.
| Potential Subscriber | Relationship with the Company |
|---|---|
| Shu-Mu Wang | Chairman |
| Chih-Chung Liu | Director |
| Somkiat Krajangjaeng | Director |
| Sarawuth Kruthkaew | Director |
| Jiun-Ting Lin | Director |
| Chau-Chin Su | Independent Director |
| Ray-Hua Horng | Independent Director |
| Yang-Tzong Tsay | Independent Director |
| Chih-Cheng Su | Independent Director |
| Sen-Tien Wu | Manager |
| Hsin-Wang Yang | Manager |
| Chao-Chih Wang | Related Party (Second-degree Relative of the Chairman) |
| Chong-Hsien Wang | Related Party (Second-degree Relative of the Chairman) |
| Hao Da Co., Ltd. | Related Party (Shareholder of the Company) |
| Shang Ju Co., Ltd | Related Party (Shareholder of the Company) |
| CTBC Bank Co., Ltd. as custodian of Object Map Ltd. Investment Account | Related Party (Shareholder of the Company) |
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The relationship between the Company and the top ten shareholders of the subscribers, based on their shareholding ratios, is shown in the table below:
| Corporate Subscriber | Names of the Top Ten Shareholders and Their Shareholding Ratios | Relationship with the Company |
|---|---|---|
| Hao Da Co., Ltd. | Chao-Chih Wang | |
| 100% | Related Party | |
| (Second-degree Relative of the Chairman) | ||
| Shang Ju Co., Ltd | Chong-Hsien Wang | |
| 100% | Related Party | |
| (Second-degree Relative of the Chairman) | ||
| CTBC Bank Co., Ltd. as custodian of Object Map Co., Ltd. Investment Account | ACTIVITY EDGE CO., LTD. | |
| 100% | Shareholder of a Related Party |
(b) Necessity and Expected Benefits
In order to enhance the Company's operational performance and strengthen its financial structure, and in consideration of maintaining the stability of the management team, the introduction of capital from such subscribers will contribute to the Company's operations and business development, improve the overall operational structure of the Company, and strengthen the subscribers' commitment to the Company. Through the capital injection from the subscribers, the pressure of working capital costs can be reduced and the Company's financial structure can be strengthened.
c. Where the subscribers are strategic investors:
(a) Method and Purpose of Selecting the SubscribersStrategic investors who recognize the Company's business philosophy and whose participation would be beneficial to the Company's future development will help enhance the Company's operational performance, strengthen its industry position, and contribute to the Company's sustainable operations.
(b) Necessity and Expected Benefits
In response to industry trends, to enhance operational efficiency, and to improve the Company's financial structure, the Company intends to introduce strategic investors. Through their capital, technology, knowledge, brand value, business capabilities, or management expertise, it is expected that the Company will be able to improve production efficiency, optimize product quality, integrate products, expand its customer base, reduce operating costs and management pressure, thereby strengthening the Company's competitiveness and enhancing operational efficiency and long-term development. Such arrangement is expected to have a positive impact on shareholders' equity.
d. The above-mentioned subscribers are the currently proposed subscribers. If the subscribers are strategic investors or other specific persons to be approached subsequently for subscription, the selection of such subscribers shall comply with the provisions of Article 43-6 of the Securities and Exchange Act.
C. Necessity of Conducting a Private Placement
a. Reasons for not adopting public offering
Considering factors such as capital market conditions, timeliness of fundraising, issuance costs, and shareholder structure stability, and that raising funds through public offering may not enable the Company to obtain the required funds within a short period of time, conducting a private placement will provide the Company with the advantages of a more rapid and convenient fundraising process. Therefore, it is proposed that the shareholders'
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meeting authorize the Board of Directors, in accordance with Article 43-6 of the Securities and Exchange Act, to raise funds from specific persons through private placement in order to enhance the timeliness and flexibility of this fundraising.
b. Amount of private placement
The private placement shall be conducted within a limit of not more than 48,750,000 common shares, and may be conducted in one or multiple tranches (not exceeding three times).
c. Amount of private placement
In order to strengthen working capital and improve the Company's financial structure, the Company will, depending on market conditions and negotiations with specific persons, conduct the private placement within a limit of not more than 48,750,000 common shares, in one or multiple tranches (not exceeding three times). The funds raised will be used entirely to strengthen working capital. Each private placement is expected to enhance the Company's competitiveness, strengthen the shareholder structure, and expand the Company's operational scale, which should have a positive impact on shareholders' equity. The intended use of funds for each tranche and the expected benefits to be achieved are as shown in the table below:
| Tranche | Proposed Issuance Amount | Use of Proceeds | Expected Benefits |
|---|---|---|---|
| First Tranche | Not exceeding 48,750,000 common shares | To strengthen working capital, improve the financial structure, repay bank borrowings, or meet other funding needs in response to the Company's long-term development. | To respond to industry changes and strengthen the Company's operational structure and competitiveness. It is expected to improve the financial structure and contribute to the stable growth of the Company's operations, which should have a positive impact on shareholders' equity. |
| Second Tranche | To strengthen working capital, improve the financial structure, repay bank borrowings, or meet other funding needs in response to the Company's long-term development. | To respond to industry changes and strengthen the Company's operational structure and competitiveness. It is expected to improve the financial structure and contribute to the stable growth of the Company's operations, which should have a positive impact on shareholders' equity. | |
| Third Tranche | To strengthen working capital, improve the financial structure, repay bank borrowings, or meet other funding needs in response to the Company's long-term development. | To respond to industry changes and strengthen the Company's operational structure and competitiveness. It is expected to improve the financial structure and contribute to the stable growth of the Company's operations, which should have a positive impact on shareholders' equity. |
D. The Issuance and Conversion Terms of the Convertible Bonds (Tentative). Please refer to Attachment 7
⑥ For the issuance of common shares through cash capital increase, private placement of common
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shares through cash capital increase, and private placement of convertible bonds, except for the private placement pricing and pricing percentage, after approval by the shareholders' meeting, matters relating to the issuance or private placement conditions of this fundraising, the issuance and conversion terms of the privately placed convertible bonds, the fund utilization plan, the use of funds, the proposed schedule, the expected benefits, and other related matters shall be authorized by the shareholders' meeting to the Board of Directors to determine, adjust and handle in full authority based on the Company's actual needs, market conditions and applicable laws and regulations. In the event that any amendment or adjustment is required in the future due to changes in laws or regulations, instructions from competent authorities, or changes in objective environmental factors such as operational evaluation or market conditions, the Board of Directors is also authorized to handle such matters in full in accordance with applicable laws and regulations.
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In order to complete the fundraising plan, it is proposed that the shareholders' meeting authorize the Chairman or a person designated by the Chairman to represent the Company in handling all matters relating to the issuance of common shares through cash capital increase, private placement of common shares through cash capital increase, and private placement of convertible bonds, and to execute relevant contracts and documents.
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At the shareholders' meeting held in the year prior to the Board's resolution to conduct the private placement (May 28, 2025), the Company completed a full re-election of directors. The number of directors was reduced by two seats and two independent directors who had served three terms were replaced, resulting in a change exceeding one-third of the board members. Therefore, the Company has engaged KGI Securities Co., Ltd. to issue an evaluation opinion regarding the necessity and reasonableness of the private placement. Please refer to Attachment 8.
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Any matters not covered above shall be handled by the Board of Directors with full authority in accordance with applicable laws and regulations.
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Please discuss.
Summary of Statement by Shareholder Account No. 122791:
Please explain the specific subscribers and pricing of the private placement.
As designated by the Chairperson, the Chief Financial Officer responded and explained as follows:
The specific subscribers for the private placement are those qualified persons as defined under Article 43-6 of the Securities and Exchange Act, including insiders and strategic investors.
The pricing calculation is subject to regulatory requirements. In accordance with the applicable rules, the price shall be determined based on the higher of the following:
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The simple arithmetic average of the closing prices of the Company's common shares for either one, three, or five business days prior to the pricing date, after deducting the effects of ex-rights from stock dividends and ex-dividend adjustments, and adding back the effects of capital reduction adjustments; or
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The simple arithmetic average of the closing prices of the Company's common shares for the thirty business days prior to the pricing date, after deducting the effects of ex-rights from stock dividends and ex-dividend adjustments, and adding back the effects of capital reduction adjustments.
Voting Results: Shares represented at the time of voting: 150,695,985
| Voting Results (including votes casted electronically) | % of the total represented share present | |
|---|---|---|
| Approval votes: | 126,152,009 votes | 83.72 % |
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| Voting Results (including votes casted electronically) | % of the total represented share present | |
|---|---|---|
| Disapproval votes: | 648,328 votes | 0.43 % |
| Invalid votes: | 0 vote | 0.00 % |
| Abstention votes / No votes: | 23,895,648 votes | 15.85 % |
RESOLVED, the proposal was approved after voting (by way of a special resolution).
6. Extemporary Motion: None
7. Meeting Adjourned: April 29, 2026, 10:32 AM
(In compliance with Article 183, Paragraph 4 of the Company Act of the Republic of China, the meeting minutes hereby summarize the essential points of the proceedings and the results of the Annual General Meeting.)
Chairman of the Meeting
Tsung-Ming Ho
Minutes Taker
ATTACHMENTS
Attachment 1
Apex International Co., Ltd. 2025 Business Report
Dear Shareholders,
Here the Senior Management Team presents the operating result 2025 by this report. Although the traditional consumer electronics market showed a gradual recovery in 2025, competition within the industry remained intense. The Company continued to promote the transformation of its customer and product mix. As a result, overall revenue declined compared with the previous year; however, these efforts have strengthened Apex's long-term market competitiveness.
In terms of profitability, the Company faced multiple challenges, including rising metal raw material prices, structural adjustments in the PCB industry, and global political and economic uncertainties. Production costs increased and could not be fully reflected in product prices, resulting in a decline in operating performance compared with the previous year.
The management team remains mindful of its corporate social responsibilities and the trust entrusted by shareholders. On behalf of the Board of Directors and the management team, I would like to express our sincere appreciation to all employees, shareholders, business partners, and financial institutions for their continued support and trust. Apex has never ceased to move forward, and we look forward to your continued encouragement and support.
We are committed to upholding professionalism and efficiency as our core principles, striving to create greater value and deliver sustainable profitability in response to shareholders' expectations.
1. 2025 Business Report
(1) Results of Business Plans Implemented
| Amount unit: NT $Million | 2025 | 2024 | Change % | ||
|---|---|---|---|---|---|
| Amount | % to sales | Amount | % to sales | ||
| Operating revenue | 11,608 | 100% | 12,459 | 100% | -7% |
| Operating costs | 11,757 | 101% | 12,155 | 98% | -3% |
| Gross profit | (149) | -1% | 304 | 2% | -149% |
| Operating loss | (1,642) | -14% | (1,471) | -12% | -12% |
| Interest expense | 372 | 3% | 326 | 3% | 14% |
| Loss before tax | (2,041) | -17% | (1,804) | -15% | -13% |
| Loss after tax | (2,021) | -17% | (1,797) | -15% | -12% |
The gross profit performance in 2025 declined compared with 2024. The main reasons were that product prices were affected by market competition and exchange rate fluctuations, while material costs increased due to strong AI demand, surging metal raw material prices, and changes in China's export tax rebate policies. These factors continued to put pressure on gross profit. Interest expenses increased mainly due to the increase in USD-denominated borrowings. In summary, the overall operational performance in the year 2025 declined compared to the previous year.
(2) Budget Implementation
The actual revenue for the year 2025 was NT$11.6 billion, achieving 89% of the budgeted NT$13.0 billion.
(3) Financial Structure
| Financial Ratio | 2024 | 2023 |
|---|---|---|
| Debt ratio (%) | 69.85% | 65.09% |
| Ratio of long-term capital to fixed assets (%) | 65.19% | 65.39% |
| Current ratio (%) | 59.50% | 56.23% |
| Receivables turnover ratio (time) | 3.41 | 3.81 |
| Inventory turnover ratio (time) | 4.15 | 4.76 |
| Return on assets ratio (%) | -8.84% | -8.18% |
| Return on equity ratio (%) | -31.88% | -26.19% |
| Earnings per share (NT dollar) | -8.65 | -9.21 |
The operating results for 2025 did not meet expectations, resulting in negative trends in financial structure, debt servicing capability, and profitability-related ratios.
The decrease in accounts receivable turnover was mainly due to the decline in revenue during the year.
(4) Research and Development
As a PCB manufacturer, Apex focuses on the improvement of production and processing capacity in the hope that output efficiency and quality can meet the demands of customers.
The achievements Apex accomplished with regard to process and project in 2025 are as follows:
- Third build-up (multiple laminations) HDI PCB (3-n-3) development
- 65 µm line width/spacing process development.
- Introduction of pin-less CCD stacking technology for high-layer PCBs.
- Improved alignment accuracy for high-layer PCBs used in servers and graphics cards.
In 2026, Apex will carry out the following plans:
- 50 µm line width/spacing process development and introduction of 3 oz thick copper substrate.
- High aspect ratio server products entering mass production.
-
Introduction of AGV automated material handling system.
-
2026 Business Outlines
(1) Business Policies
A. Deepen expertise in traditional rigid PCBs and enhance technical capabilities for high-layer PCBs.
B. Expand into the HDI sector, developing applications for automotive and electronic products.
C. Diversify product range by expanding the automotive order market and developing new products such as server, memory module and power supply PCBs.
D. Maintain a competitive edge in TQRDC and sustain high customer satisfaction levels.
E. Leverage high-value-added new products to counter market price pressures.
F. Maintain production flexibility to respond to rapidly changing market demands.
(2) Projected Sales and Basis of Projection
Given the global political uncertainties, the economic outlook for year 2026 remains challenging. Apex will focus on expanding product categories, optimizing order fulfillment times, accelerating the new product learning curve, and implementing precise cost and expense control to mitigate
competitive pricing pressures. We will re-evaluate the profitability of existing customer orders while strengthening penetration into new customer segments. Amidst uncertainties in the global consumer electronics market, we aim to solidify our foundation and accumulate strength to seize future growth opportunities. We anticipate that the sales revenue and volume for year 2026 will seek upward momentum based on year 2025's performance.
(3) Production and Marketing Policy
Based on the business budget for 2026, Apex's monthly capacity will reach 500,000 to 600,000 square meters.
Our production policy is as follows:
A. Adjust production schedules and consolidate manufacturing locations to optimize fixed costs.
B. Improve cost control through enhanced raw material utilization and production design evolution.
C. Continuously enhance production efficiency by reducing downtime and increasing output.
D. Develop production plans based on customer orders and forecasts.
E. Establish standard work times for each process to control output efficiency.
F. Strictly monitor scrap rates.
G. Enforce discipline, safety regulations, and 5S management across all processes.
H. Shorten sample lead times to meet customer new product development schedules.
I. Implement real-time monitoring systems for key production conditions, defect rates, and output.
J. Strengthen the PQC (Process Quality Control) reporting system for better process quality monitoring.
3. Future Company Development Strategy
In the future, Apex will continue to focus on the following key areas:
(1) Develop product applications with higher technical content to fully utilize the higher-level equipment capabilities invested in the new factory. Utilizing new factory equipment to develop high-tech, high-value products and drive product transformation;
(2) Evaluating order contributions and optimizing costs to refine the cost structure;
(3) Adjusting production capacity allocation and inter-factory collaboration to optimize fixed manufacturing costs;
(4) Accelerating new product development and customer certifications to expand the customer base and enrich the product portfolio;
(5) Expanding the R&D team and emphasizing continuous improvements in product reliability;
(6) Enhancing production efficiency and increasing factory utilization rates;
(7) Implementing a manufacturing traceability system to improve quality and risk management;
(8) Developing automated processes to enhance quality stability.
4. Impacts from the External Competitive Environment, Legal Environment and Overall Management Environment
(1) External Competitive Environment
The electronics industry remains in an extremely competitive market environment, particularly challenged by the downward trend of the Chinese economy and the price war. For Apex, the international political turmoil and trade disputes are driving forces behind the migration of industrial clusters. Apex's geographical advantages and experience will become even more significant. In addition to favorable timing and geographical advantages, competitive sales prices and stable quality are the best weapons for Apex to meet customer needs and expectations.
By closely monitoring market trends and competitive situations, Apex conducts various strategic
planning to achieve the most efficient procurement strategies and production and marketing plans. Looking ahead to 2026, Apex is confident that it will continue to provide customers with high-quality services, accurate delivery times, and the best quotations.
(2) The Legal Environment
Governments around the world are continuously adopting new laws and regulations. Apex understands its due social responsibilities and unhesitatingly responds to and complies with all legal changes. The relevant laws and regulations concerning corporate governance for listed companies in Taiwan are becoming increasingly comprehensive. Apex will continue to uphold the spirit of corporate governance, adhere to the principle of integrity in management, and strive to strengthen the functions of the board of directors, build communication channels with stakeholders, make operational information transparent, and balance shareholder rights while fulfilling its corporate social responsibilities.
(3) Overall Management Environment
Apex is a professional PCB manufacturing factory located in Thailand. In the coming years, competitors' production capacity will be successively released; therefore, price competition is inevitable. However, Apex continuously pursues higher internal operating efficiency and cost control to maintain the provision of the best services to customers.
Looking back at 2025, Apex's profitability continued to decline due to various adverse factors. However, the management team has established a clear direction for business development and will concentrate resources and efforts to overcome the current downturn. Looking ahead to 2026, the accelerated introduction of new products and new customers, the optimization of production capacity and production line allocation, and stricter control of production costs will become the Company's key objectives. We firmly believe that Apex will be able to reverse the trend and achieve growth even in a highly competitive environment
Chairman
Shu-Mu Wang
Chief Executive Officer
Shu-Mu Wang
Accounting Officer
Jiun-Ting Lin
Attachment 2
Apex International Co., Ltd.
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2025 Business Report, Consolidated Financial Statements, and proposal for Deficit Compensation. The CPA firm of KPMG was retained to audit the Company’s Consolidated Financial Statements. KPMG has completed audit procedures and issued Audit Opinion.
The Business Report, Consolidated Financial Statements, and Deficit Compensation Proposal have been reviewed and determined to be correct and accurate by Audit Committee members of the Company. According to Article 14-4 of Securities and Exchange Act and Article 219 of Company Act, we hereby submit this report.
Apex International Co., Ltd.
Chairman of Audit Committee: Chau-Chin Su
Date: March 13, 2026
Attachment 3
Apex International Co., Ltd.
2025 Directors' Remuneration
Unit: NT$ thousand
| Title/Name | Remuneration | Total Remuneration (A+B+C+D), and to Net Income (%) | Relevant Remuneration Received by Directors Who are Also Employees | Total Compensation (A+B+C+D+E+F+G), and to Net Income (%) | Compensation Paid to Directors from Non-consolidated Affiliates or Parent Company | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) | Severance Pay and Pensions (B) | Directors' Compensation (C) | Allowances (D) | |||||||||||||||||
| Apex | All Consolidated Entities | Apex | All Consolidated Entities | Apex | All Consolidated Entities | Apex | All Consolidated Entities | Apex | All Consolidated Entities | Apex | All Consolidated Entities | Apex | All Consolidated Entities | Apex | All Consolidated Entities | Apex | All Consolidated Entities | |||
| Chairman | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,753 | 0 | 0 | 0 | 0 | 0 | 0 | 1,753 | None | |
| Shu-Mu Wang | 0.00% | 0.00% | 0.00% | -0.09% | ||||||||||||||||
| Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,524 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,524 | None | |
| Chih-Chung Liu (Note1) | 0.00% | 0.00% | 0.00% | -0.08% | ||||||||||||||||
| Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 901 | 1,757 | 0 | 0 | 0 | 0 | 0 | 0 | 910 | 1,757 | None | |
| Jun-Ting Lin (Note1) | 0.00% | 0.00% | -0.05% | -0.09% | ||||||||||||||||
| Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,040 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,040 | None | |
| Sarawuth Kruthkaew (Note1) | 0.00% | 0.00% | 0.00% | -0.05% | ||||||||||||||||
| Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,491 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,491 | None | |
| Sonkiat Krajangjaeng | 0.00% | 0.00% | 0.00% | -0.07% | ||||||||||||||||
| Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 143 | 1,217 | 0 | 0 | 0 | 0 | 0 | 0 | 143 | 1,217 | None | |
| Shun-Chung Lee (Note2) | 0.00% | 0.00% | -0.01% | -0.06% | ||||||||||||||||
| Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,268 | 1,268 | 0 | 0 | 0 | 0 | 0 | 0 | 1,268 | 1,268 | None | |
| Sen-Tien Wu (Note2) | 0.00% | 0.00% | -0.06% | -0.06% | ||||||||||||||||
| Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 143 | 560 | 0 | 0 | 0 | 0 | 0 | 0 | 143 | 560 | None | |
| Jui-Hsiang Chou (Note2) | 0.00% | 0.00% | 0.00% | -0.03% | ||||||||||||||||
| Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,097 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,097 | None | |
| Yung-Yuan Cheng (Note2) | 0.00% | 0.00% | 0.00% | -0.05% | ||||||||||||||||
| Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 393 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 393 | None | |
| Tu-Chuan Chen (Note2) | 0.00% | 0.00% | 0.00% | -0.02% | ||||||||||||||||
| Independent Director | 1,122 | 1,122 | 0 | 0 | 0 | 0 | 0 | 1,122 | 1,122 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,122 | 1,122 | None | |
| Chau-Chin Su | -0.06% | -0.06% | -0.06 | -0.06% | ||||||||||||||||
| Independent Director | 490 | 490 | 0 | 0 | 0 | 0 | 0 | 490 | 490 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 490 | 490 | None | |
| Yang-Tzong Tuay (Note1) | -0.02% | -0.02% | -0.02% | -0.02% | ||||||||||||||||
| Independent Director | 471 | 471 | 0 | 0 | 0 | 0 | 0 | 471 | 471 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 471 | 471 | None | |
| Ray-Hua Horng | -0.02% | -0.02% | -0.02% | -0.02% | ||||||||||||||||
| Independent Director | 214 | 214 | 0 | 0 | 0 | 0 | 0 | 214 | 214 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 214 | 214 | None | |
| Chih-Cheng Su (Note1) | -0.01% | -0.01% | -0.01% | -0.01% | ||||||||||||||||
| Independent Director | 312 | 312 | 0 | 0 | 0 | 0 | 0 | 312 | 312 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 312 | 312 | None | |
| Yang-Tsai Chen (Note2) | -0.02% | -0.02% | -0.02% | -0.02% | ||||||||||||||||
| Independent Director | 371 | 513 | 0 | 0 | 0 | 0 | 0 | 371 | 513 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 371 | 513 | None |
| Jesaduvat Priehjrivat (Note2) | -0.02% | -0.03% | -0.02% | -0.03% | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Directors and Independent Directors' remuneration policies, procedures, standards and structure, as well as the linkage to responsibilities, risks and time spent: The Company's remuneration for directors (including independent directors) is set out in Article 34 of the Company's articles of association. The articles of association are approved by the Shareholders' Meeting and authorizes the Board of Directors to include the directors (including Independent Directors) in the Company's operation participation and contribution value, implementation of the core value of the Company and ability of management, financial and business performance, continuing education as well as the range adopted among competitors; the Directors' compensation (including independent directors) shall be not more than 2% in accordance with Article 56.1 of the Company's articles of association. 2. Other than disclosure in the above table, Directors remunerations earned by providing services (e.g. parent company/all consolidated entities/ providing consulting services as a non-employee of the investee) to Apex and all consolidated entities in the financial statements for the most recent year: None |
(Note 1) 2025.05.28 Appointment
(Note 2) 2025.05.28 Dismissed
Attachment 4
Apex International Co., Ltd. Sound Operating Plan 2025
- Explanation of the differences between the Company's 2025 financial figures and the figures reported under the Sound Operating Plan is provided in the table below:
| Item / Year | Y2025 | |||
|---|---|---|---|---|
| Figures Reported in the Operating Plan (a) | Consolidated Financial Statements (b) | Difference (c=b-a) | Percentage Change % (c/a) | |
| Operating Revenue | 12,349,104 | 11,608,228 | -740,876 | -6.00% |
| Operating Costs | 11,828,880 | 11,757,229 | -71,651 | -0.61% |
| Gross Profit | 520,224 | -149,001 | -669,225 | -128.64% |
| Operating Expenses | 1,438,152 | 1,492,950 | 54,798 | 3.81% |
| Operating Income (Loss) | -917,928 | -1,641,951 | -724,023 | -78.88% |
| Non-operating Income and Expenses | -207,930 | -398,558 | -190,628 | -91.68% |
| Profit (Loss) Before Tax | -1,125,858 | -2,040,509 | -914,651 | -81.24% |
| Income Tax Benefit (Expense) | 0 | -19,556 | -19,556 | N/A |
| Net Profit (Loss) After Tax | -1,125,858 | -2,020,953 | -895,095 | -79.50% |
The main reasons for the differences in gross profit between the 2025 Sound Operating Plan figures and the consolidated financial results are as follows:
Operating Revenue:
- Loss of revenue and market share in niche household products;
- The transition between existing and new automotive product programs did not effectively drive revenue growth;
- New computer product orders were introduced; however, industry competition intensified and selling prices were under pressure;
- Exchange rate fluctuations;
- Higher-margin new orders did not materialize as expected.
In addition, adjustments in customer mix and product mix, intensified industry competition, product price reductions, and exchange rate pressures resulted in sales volumes and selling prices falling short of expectations. As a result, production capacity did not achieve economies of scale,
and the expected improvement in operating performance was not realized.
Operating Costs:
- The cancellation of China's copper product export tax rebate policy increased procurement costs;
- The development of AI-related applications led to upgrades in PCB material specifications, resulting in tighter supply capacity and higher material prices;
- Complex international political and economic conditions drove a surge in gold prices, thereby increasing related costs;
- Learning curve costs were higher than expected, including testing costs, sample costs, and failure costs.
In summary, the consolidated gross profit for 2025 decreased compared with the figures reported in the Sound Operating Plan.
The Company's management regularly monitors the progress of its overall operational objectives and will implement necessary improvement measures and adjustments based on actual operating conditions.
2. Concrete Improvement Strategies for a Sound Operating Plan
To address continuous losses and strengthen the Company's future operational structure, we have conducted a comprehensive review of the operational structures of all plants and proposed the following concrete improvement strategies:
(1) Optimal Production Allocation Adjustments Across Plants:
- Consolidation of production lines to reduce fixed costs and enhance economies of scale for operating lines.
(2) Further Advancement in Internal Management:
- Strengthening the accuracy of sales forecasting and closely integrating production planning with procurement and supply chain management to reduce urgent orders and airfreight costs, while effectively managing procurement and logistics expenses.
- Optimization of inventory management by providing early warnings for obsolete or slow-moving inventory, using alternative solutions for such inventory, and reducing inventory levels to mitigate related risks.
(3) Supply Chain and Procurement Strategies:
- Supply Chain Management: With the relocation of PCB industry clusters, actively develop and foster long-term partners with stable delivery schedules and favorable payment terms.
- Raw Material Procurement Management: As product structure shifts toward multilayer boards, closely monitor market supply and demand trends. Centralized procurement will help maintain lower material cost ratios and improve raw material utilization to align with budget plans.
(4) Product and Order-Taking Strategies:
- Focus on High-Value-Added Products: Optimize product mix and focus on applications such as servers, memory modules, and PC products, while gradually exiting highly price-competitive red-ocean markets.
- Strengthen the Role of the A3 Plant in Advanced Processes: Maximize the investment benefits of new equipment and technologies to support mass-production plans for server and automotive projects.
(5) Cost Reflection and Pass-Through Strategies:
- For key cost factors—such as major raw materials, precious metals, special materials, and special processes—coordinate with customers to adjust pricing and establish cost-based pricing mechanisms.
In summary, the Company will continue to expand and diversify its customer base. In addition to reassessing the profitability of existing customer orders, we will also strengthen penetration into new customer accounts. By accelerating the development of new products and customer qualifications, we aim to broaden our customer foundation, enrich our product structure, optimize product mix and pricing, diversify product categories, improve order lead times, swiftly move through new product learning curves, and exercise precise control over costs and expenses. Furthermore, we will adjust capacity allocation and enhance inter-plant coordination to optimize fixed manufacturing costs. Through these efforts, we seek to reduce dependence on consumer electronics and mitigate pricing pressures from competitors in China, ultimately improving overall operating performance.
Attachment 5
KPMG
多快速索群合作計算學答題
KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)
電話 Tel +886 2 8101 6666
傳真 Fax +886 2 8101 6667
網址 Web kpmg.com/tw
Independent Auditors' Report
To the Board of Directors of Apex International Co., Ltd.:
Opinion
We have audited the consolidated financial statements of Apex International Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended the end, and notes to the consolidated financial statements, including a summary of material accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgments, the key audit matter that should be disclosed in this audit report is as follows:
1. Subsequent measurements of inventories
Please refer tonote 4(h) "Inventories" and note 5(a) of the consolidated financial statements for accounting policy related to subsequent measurements of inventories, and accounting assumptions and estimation uncertainties of inventories, respectively. Please refer to note 6(g) "Inventories" for information related to impairment of inventories of the consolidated financial statements.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG
3-1
Description of key audit matter:
Inventories of the Group are measured at the lower of cost and net realizable value. The net realizable value of inventories is vulnerable to the impact of highly competitive market and the renewal of production technology of printed circuit board, which leads to the risk that the cost of inventories could be higher than the net realizable value. Therefore, the subsequent measurements of inventories was considered to be one of the key audit matters in our audit.
How the matter was addressed in our audit:
Our audit procedures included:
- Assessing whether appropriate provision policies for inventories are applied.
- Assessing whether the Group's subsequent measurement of inventories has been evaluated in accordance with the Group's provision policy on a consistent basis.
- Obtaining aging analysis of inventories, and examining relevant documents to verify the accuracy of the aging period.
- Obtaining evaluation report of the net realizable value of inventories, and examining relevant documents to verify the accuracy of sales prices and calculation of net realizable value.
2. Property, plant and equipment impairment assessment
The accounting policy for the impairment of property, plant and equipment, please refer to note 4(l) "Impairment—non-financial assets" for the year ended December 31, 2025. For the accounting assumptions and estimation uncertainty please refer to note 5(c), and note 6(h) for the information related to impairment assessment, respectively.
Description of key the audit matter:
A subsidiary of the Group holds real estate and a large amount of production equipment, the assets recoverable amount may be lower than its carrying amount if the profitability of the subsidiary is not as expected due to decrease in operation performance or other unanticipated conditions. In the process of asset impairment assessment, management makes subjective judgments and the inherent uncertainty is considered as high. Therefore, we have identified the impairment of property, plant and equipment was considered as one of the key audit matters in our audit.
How the matter was addressed in our audit:
Our audit procedures included:
- Obtaining management’s description of the indicators of impairment identified through its self-assessment.
- Procuring the valuation report prepared by the external specialist engaged by management, and evaluated the objectivity and professional competence of the external specialist.
- Assessing the reasonableness of the methodologies and data used by management in determining the recoverable amount of the asset, as well as engaging internal specialists to evaluate the valuation approaches and key assumptions adopted in the valuation report.
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
KPMG
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group'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 Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
KPMG
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters significant in our audit of the consolidated financial statements for the years ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Chao, Min-Ju and Chang, Chun-I.
KPMG
Taipei, Taiwan (Republic of China)
March 13, 2026
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.
4
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
APEX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| Assets | December 31, 2025 | December 31, 2024 | Liabilities and Equity | December 31, 2025 | December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||||
| 11xx | Current assets: | 21xx | Current liabilities: | ||||||||
| 1100 | Cash and cash equivalents (notes 6(a) and 8) | $ 705,108 | 3 | 530,763 | 3 | 2100 | Short-term loans (notes 6(h), (k), 7, 8 and 9) | $ 2,673,223 | 14 | 1,938,954 | 10 |
| 1110 | Financial assets at fair value through profit or loss - current (notes 6(a), (b) and 8) | 497 | - | 2,219 | - | 2120 | Financial liabilities at fair value through profit or loss - current (notes 6(a), (b) and 8) | 22,317 | - | 1,077 | - |
| 1136 | Financial assets measured at amortized cost (notes 6(d), (l) and 8) | 9,431 | - | 30,087 | - | 2170 | Accounts payable | 2,684,796 | 14 | 2,140,236 | 11 |
| 1150 | Notes receivable, net (notes 6(e) and (r)) | - | - | 3,559 | - | 2200 | Other payables | 400,834 | 2 | 458,908 | 2 |
| 1170 | Accounts receivable, net (notes 6(e) and (r)) | 3,250,581 | 17 | 3,399,513 | 17 | 2213 | Payable for machinery and equipment | 343,913 | 2 | 580,171 | 3 |
| 1200 | Other receivables (note 6(f)) | 180,207 | 1 | 125,132 | 1 | 2280 | Current lease liabilities (notes 6(i) and (m)) | 45,971 | - | 56,223 | - |
| 1220 | Current income tax assets | 61 | - | 61 | - | 2322 | Long-term loans, current portion (notes 6(a), (d), (h), (l), 7 and 8) | 5,340,092 | 27 | 5,970,435 | 31 |
| 130x | Inventories (note 6(g)) | 2,665,485 | 14 | 2,138,595 | 11 | 2399 | Other current liabilities | 14,766 | - | 45,789 | - |
| 1470 | Other current assets | 46,051 | - | 63,580 | - | Total current liabilities | 11,525,912 | 59 | 11,191,793 | 57 | |
| Total current assets | 6,857,421 | 35 | 6,293,509 | 32 | 25xx | Non-Current liabilities: | |||||
| 15xx | Non-current assets: | 2540 | Long-term loans (notes 6(a), (d), (h), (l), 7 and 8) | 1,916,239 | 10 | 1,272,005 | 7 | ||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current (note 6(c)) | 15,265 | - | - | - | 2570 | Deferred tax liabilities (note 6(o)) | 36,576 | - | 41,964 | - |
| 1600 | Property, plant and equipment (notes 6(h), (j), (k), (l), 8 and 9) | 12,293,554 | 63 | 12,616,921 | 65 | 2580 | Non-current lease liabilities (notes 6(i) and (m)) | 51,660 | - | 91,717 | 1 |
| 1755 | Right-of-use assets (notes 6(i) and (m)) | 93,651 | 1 | 143,450 | 1 | 2612 | Long-term payable | 10,731 | - | 6,167 | - |
| 1780 | Intangible assets (notes 6(h) and (j)) | 56,021 | - | 187,781 | 1 | 2670 | Other non-current liabilities (note 6(n)) | 107,284 | 1 | 53,158 | - |
| 1840 | Deferred tax assets (note 6(o)) | 66,173 | - | 47,687 | - | 2xxx | Total non-current liabilities | 2,122,490 | 11 | 1,465,011 | 8 |
| 1915 | Prepayments for equipment (note 6(h)) | 102,071 | 1 | 113,770 | 1 | 31xx | Total liabilities | 13,648,402 | 70 | 12,656,804 | 65 |
| 1920 | Refundable deposits | 7,348 | - | 7,815 | - | 3110 | Equity attributable to owners of the Company (notes 6(n), (o) and 6(p)): | ||||
| 1980 | Other financial asset - non-current (notes 6(a), (b), (l) and 8) | 48,446 | - | 31,983 | - | 3200 | Common stock | 2,649,380 | 14 | 2,199,380 | 11 |
| Total non-current assets | 12,682,529 | 65 | 13,149,407 | 68 | 3300 | Capital surplus | 3,746,477 | 19 | 3,299,784 | 17 | |
| 3410 | Retained earnings | (722,744) | (4) | 1,329,435 | 7 | ||||||
| Exchange differences on translation of foreign financial statements | 197,821 | 1 | (69,180) | - | |||||||
| Total equity attributable to owners of the Company | 5,870,934 | 30 | 6,759,419 | 35 | |||||||
| 36xx | Non-controlling interests | 20,614 | - | 26,693 | - | ||||||
| 3xxx | Total equity | 5,891,548 | 30 | 6,786,112 | 35 | ||||||
| 1xxx | Total assets | $ 19,539,950 | 100 | 19,442,916 | 100 | 2-3xxx | Total liabilities and equity | $ 19,539,950 | 100 | 19,442,916 | 100 |
See accompanying notes to consolidated financial statements.
5
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
APEX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar, except for Earnings per Common Share)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 4000 | Operating revenue (note 6(r)) | $ 11,608,228 | 100 | 12,459,179 | 100 |
| 5000 | Operating costs (notes 6(g), (h), (i), (j), (m), (n) and 12) | 11,757,229 | 101 | 12,155,379 | 98 |
| 5900 | Gross profit (loss) from operations | (149,001) | (1) | 303,800 | 2 |
| 6000 | Operating expenses (notes 6(e), (h), (i), (j), (m), (n), 7 and 12): | ||||
| 6188 | Selling expenses | 672,335 | 6 | 816,517 | 6 |
| 6200 | Administrative expenses | 781,819 | 7 | 874,838 | 7 |
| 6300 | Research and development expenses | 38,147 | - | 68,757 | 1 |
| 6450 | Expected credit loss | 649 | - | 14,366 | - |
| Total operating expenses | 1,492,950 | 13 | 1,774,478 | 14 | |
| 6900 | Operating loss | (1,641,951) | (14) | (1,470,678) | (12) |
| 7000 | Non-operating income and expenses (notes 6(b), (h), (j), (m) and (t)): | ||||
| 7100 | Interest income | 2,629 | - | 2,867 | - |
| 7010 | Other income | 34,554 | - | 74,544 | 1 |
| 7020 | Other gains and losses | (63,945) | - | (85,023) | (1) |
| 7050 | Finance costs | (371,796) | (3) | (326,084) | (3) |
| Total non-operating income and expenses | (398,558) | (3) | (333,696) | (3) | |
| 7900 | Loss from continuing operations before tax | (2,040,509) | (17) | (1,804,374) | (15) |
| 7951 | Less: Income tax expenses (income) (note 6(o)) | (19,556) | - | (7,043) | - |
| 8200 | Net loss | (2,020,953) | (17) | (1,797,331) | (15) |
| 8300 | Other comprehensive income (loss): | ||||
| 8310 | Components of other comprehensive income that will not be reclassified to profit or loss (notes 6(n) and (o)) | ||||
| 8311 | Gains on remeasurements of defined benefit plans | (40,465) | - | 28,448 | - |
| 8349 | Income tax related to components of other comprehensive income that will not be reclassified to profit or loss | (2,710) | - | 1,768 | - |
| Components of other comprehensive income that will not be reclassified to profit or loss | (37,755) | - | 26,680 | - | |
| 8360 | Components of other comprehensive income that will be reclassified to profit or loss | ||||
| 8361 | Exchange differences on translation of foreign financial statements | 267,765 | 2 | 426,574 | 4 |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Total of components of other comprehensive income that will be reclassified to profit or loss | 267,765 | 2 | 426,574 | 4 | |
| 8300 | Other comprehensive income | 230,010 | 2 | 453,254 | 4 |
| 8500 | Total comprehensive loss | $ (1,790,943) | (15) | (1,344,077) | (11) |
| Loss attributable to: | |||||
| 8610 | Owners of the Company | $ (2,014,541) | (17) | (1,790,603) | (15) |
| 8620 | Non-controlling interests | (6,412) | - | (6,728) | - |
| $ (2,020,953) | (17) | (1,797,331) | (15) | ||
| Comprehensive loss attributable to: | |||||
| 8710 | Owners of the Company | $ (1,785,178) | (15) | (1,339,099) | (11) |
| 8720 | Non-controlling interests | (5,765) | - | (4,978) | - |
| $ (1,790,943) | (15) | (1,344,077) | (11) | ||
| Deficits per share (expressed in New Taiwan dollars) (note 6(q)) | |||||
| 9750 | Basic deficits per share | $ | (8.65) | (9.21) | |
| 9850 | Diluted deficits per share | $ | (8.65) | (9.21) |
See accompanying notes to consolidated financial statements.
6
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
APEX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| Equity attributable to owners of parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Special reserve | Retained earnings | Exchange differences on translation of foreign financial statements | Total equity attributable to owners of parent | Non-controlling interests | Total equity | ||
| Unappropriated retained earnings (deficit yet to be compensated) | Total | ||||||||
| Balance at January 1, 2024 | $ 1,899,380 | 2,405,304 | 1,048,969 | 2,044,482 | 3,093,451 | (494,097) | 6,904,038 | 30,876 | 6,934,914 |
| Net loss | - | - | - | (1,790,603) | (1,790,603) | - | (1,790,603) | (6,728) | (1,797,331) |
| Other comprehensive loss | - | - | - | 26,587 | 26,587 | 424,917 | 451,504 | 1,750 | 453,254 |
| Total comprehensive loss | - | - | - | (1,764,016) | (1,764,016) | 424,917 | (1,339,099) | (4,978) | (1,344,077) |
| Issue of shares | 300,000 | 895,275 | - | - | - | - | 1,195,275 | - | 1,195,275 |
| Changes in ownership interests in subsidiaries | - | (795) | - | - | - | - | (795) | 795 | - |
| Balance at December 31, 2024 | 2,199,380 | 3,299,784 | 1,048,969 | 280,466 | 1,329,435 | (69,180) | 6,759,419 | 26,693 | 6,786,112 |
| Net loss | - | - | - | (2,014,541) | (2,014,541) | - | (2,014,541) | (6,412) | (2,020,953) |
| Other comprehensive loss | - | - | - | (37,638) | (37,638) | 267,001 | 229,363 | 647 | 230,010 |
| Total comprehensive loss | - | - | - | (2,052,179) | (2,052,179) | 267,001 | (1,785,178) | (5,765) | (1,790,943) |
| Issue of shares | 450,000 | 446,379 | - | - | - | - | 896,379 | - | 896,379 |
| Changes in ownership interests in subsidiaries | - | 314 | - | - | - | - | 314 | (314) | - |
| Balance at December 31, 2025 | $ 2,649,380 | 3,746,477 | 1,048,969 | (1,771,713) | (722,744) | 197,821 | 5,870,934 | 20,614 | 5,891,548 |
See accompanying notes to consolidated financial statements.
7
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
APEX INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollar)
| 2025 | 2024 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Loss before tax | $ (2,040,509) | (1,804,374) |
| Adjustments: | ||
| Adjustments to reconcile loss: | ||
| Depreciation expense | 1,379,043 | 1,285,816 |
| Amortization expense | 25,050 | 22,901 |
| Expected credit loss | 649 | 14,366 |
| Interest expense | 371,796 | 326,084 |
| Interest income | (2,629) | (2,867) |
| Loss (gain) on disposal of property, plant and equipment | (6,203) | 4,503 |
| Loss on disposal of intangible assets | 2 | - |
| Valuation losses on financial assets or liabilities, net | 68,327 | 17,155 |
| Loss of impairment on non-financial assets | 151,988 | 126,726 |
| Gain on lease modification | (794) | (13) |
| Total adjustments to reconcile profit or loss | 1,987,229 | 1,794,671 |
| Changes in operating assets and liabilities: | ||
| Changes in operating assets: | ||
| Financial assets at fair value through profit or loss | (208) | 55,918 |
| Notes receivable | 3,559 | (2,037) |
| Accounts receivable | 145,069 | (418,625) |
| Other receivables | (55,075) | (21,105) |
| Inventories | (526,890) | 93,170 |
| Other current assets | 17,529 | (779) |
| Total changes in operating assets | (416,016) | (293,458) |
| Changes in operating liabilities: | ||
| Financial liabilities at fair value through profit or loss | (46,255) | (51,926) |
| Accounts payable | 544,560 | 228,371 |
| Other payables | (60,397) | (37,979) |
| Other current liabilities | (31,023) | 8,279 |
| Other non-current liabilities | 13,661 | 14,777 |
| Total changes in operating liabilities | 420,546 | 161,522 |
| Total changes in operating assets and liabilities | 4,530 | (131,936) |
| Total adjustments | 1,991,759 | 1,662,735 |
| Cash inflow generated from operations | (48,750) | (141,639) |
| Interest received | 2,629 | 2,867 |
| Interest paid | (369,473) | (323,880) |
| Income taxes paid | (181) | (781) |
| Net cash flows from operating activities | (415,775) | (463,433) |
| Cash flows from (used in) investing activities: | ||
| Acquisition of financial assets at fair value through other comprehensive income | (15,265) | - |
| Acquisition of financial assets at amortized cost | - | (30,087) |
| Proceeds from disposal of financial assets at amortised cost | 14,220 | - |
| Acquisition of property, plant and equipment | (724,056) | (1,006,859) |
| Proceeds from disposal of property, plant and equipment | 7,979 | 2,977 |
| Decrease in refundable deposits | 467 | 302 |
| Acquisition of intangible assets | (15,124) | (4,558) |
| Increase in other financial assets – non-current | (23,201) | (22,145) |
| Decrease in other financial assets – non-current | 6,738 | - |
| Increase in prepayments for equipment | (32,829) | (331,524) |
| Net cash flows used in investing activities | (781,071) | (1,391,894) |
| Cash flows from (used in) financing activities: | ||
| Increase (decrease) in short-term loans | 621,765 | (367,671) |
| Proceeds from long-term loans | 2,740,649 | 3,792,916 |
| Repayments of long-term loans | (2,992,740) | (2,970,104) |
| Payment of lease liabilities | (49,252) | (54,811) |
| Issue of shares | 896,379 | 1,195,275 |
| Net cash flows used in financing activities | 1,216,801 | 1,595,605 |
| Effect of exchange rate changes on cash and cash equivalents | 154,390 | 148,556 |
| Net increase in cash and cash equivalents | 174,345 | (111,166) |
| Cash and cash equivalents at beginning of period | 530,763 | 641,929 |
| Cash and cash equivalents at end of period | $ 705,108 | 530,763 |
See accompanying notes to consolidated financial statements.
Attachment 6
Apex International Co., Ltd.
2025 Deficit Compensation Table
Unit: NTD
| Items | Total | Notes |
|---|---|---|
| Beginning Retained Earnings | 280,465,153 | |
| Less: Net Loss After Tax | (2,014,541,410) | |
| Add: Other Comprehensive Income | (37,637,477) | Caused by actuarial gains from revaluation of defined benefit plan (APT's employee benefit) |
| Unappropriated Retained Earnings | (1,771,713,734) |
Chairman
Shu-Mu Wang
Chief Executive Officer
Shu-Mu Wang
Accounting Officer
Jiun-Ting Lin
Handwritten signature: Lin Jun Ting
Attachment 7
Apex International Co., Ltd.
Private Placement Convertible Bond Issuance and Conversion Regulations (Provisional)
-
Name of the Bonds
☐☐☐☐☐☐ of Apex International Co., Ltd." (hereinafter the "Private Placement Convertible Bonds" or the "Bonds"). -
Issue Date
The issuance shall be completed in one or multiple tranches (not exceeding three times) within one year after approval by the 2026 Annual General Shareholders' Meeting. -
Bond Duration
The term shall not exceed seven years from the date of issuance. -
Issue Price, Total Issue Amount, and Denomination
The Company's bonds are privately placed registered convertible bonds with a face value of NT$100,000 or an integer multiple thereof, and the issue price shall not be less than 80% of the theoretical price. -
Coupon Rate
The annual coupon rate is 1.5%. -
Repayment of Principal and Interest
Unless converted into common shares of the Company pursuant to Article 10 hereof, the Company shall repay the principal of the Bonds in a lump sum in cash at face value upon maturity. -
Security
The Bonds are unsecured. However, if the Company issues any secured corporate bonds or secured convertible bonds with warrant rights after the issuance of the Bonds, the Bonds shall be entitled to pari passu rights or equal-ranking security interests as such secured instruments. -
Underlying Securities for Conversion
The total number of common shares that may be converted from this privately placed convertible bond shall not exceed 48,750,000 shares. -
Conversion Period
Bondholders may request conversion from the day following three (3) months after the Issue Date (i.e., mm/dd, yyyy) until the Maturity Date (i.e., mm/dd, yyyy), except during the following blackout periods:
(1) Statutory book-closure periods for common shares;
(2) The 15 business days prior to the record date for ex-rights or ex-dividend events (cash capital increase, stock dividends, or cash dividends) until the relevant record date;
(3) From the record date for a capital reduction to the day immediately preceding the commencement date of trading of the new shares issued after such capital reduction, and any other statutory book-closure periods, the bondholders may, at any time and in accordance with the prescribed procedures, request the Company's shareholder services agent to convert the Private Placement Convertible Bonds they hold into the Company's common shares pursuant to these Terms and Conditions, and such conversion shall be handled in accordance with Articles 14, 15, 17, and 19 hereof.
The restriction in item (1) does not apply to book-closure periods for shareholders' meetings. The starting date of suspension of conversion due to a change of par value shall be the business day immediately preceding the date of filing for amendment registration with the Ministry of Economic Affairs. The Company shall announce the suspension period at least four (4) business days prior to the commencement of such suspension. -
Conversion Procedures
Bondholders shall complete and submit the "Application for Book-Entry Transfer for Conversion/Redemption/Sell-Back of Convertible Bonds" to the Company's stock transfer agent. Conversion becomes effective upon the agent's receipt of the application and may not be revoked. The
conversion shall be completed within five (5) business days after receipt, and the converted common shares shall be transferred into the centralized depository account (non-physical account) of the holder.
11. Conversion Price and Adjustments
(1) Determination of Conversion Price
The conversion price shall be determined based on mm/dd, yyyy as the pricing reference date. The reference price shall be the higher of:
- The simple arithmetic average of the closing prices of the Company's common shares for any 1, 3, or 5 business days prior to the pricing date, adjusted for ex-rights and ex-dividend events and capital reduction; or
- The simple arithmetic average of the closing prices of the common shares for the 30 business days prior to the pricing date, adjusted in the same manner.
The final reference price is NT$○○. ○○, and the conversion price shall be set at no less than 80% of such reference price (Calculated to the nearest NT dime; Rounded to the nearest unit, with downward adjustment applied and no upward adjustment made). The conversion price is NT$○○. ○○ per share.
(2) Adjustment of Conversion Price
a. After the issuance of the Private Placement Convertible Bonds, except for cases where the Company issues (or privately places) securities carrying conversion or subscription rights into common shares, or issues new shares for employee compensation, if the number of outstanding common shares of the Company increases (including, but not limited to, capital increases in cash by public offering or private placement, capitalization of earnings, capitalization of capital reserves, issuance of new shares as a result of mergers or acquisition of another company's shares, stock splits, and participation in cash capital increases for the issuance of overseas depositary receipts), the Company shall adjust the conversion price of the Private Placement Convertible Bonds in accordance with the following formula (Calculated to the nearest NT dime; Rounded to the nearest unit, with downward adjustment applied and no upward adjustment made).
Unless payment of subscription funds is required, the adjustment shall take effect on the record date for the ex-rights event of the newly issued shares (Note 1), and the adjusted conversion price shall be disclosed on the Market Observation Post System ("MOPS"). If the subscription funds are required, the adjustment shall take effect on the payment completion date.
If, after the ex-rights record date for a cash capital increase, the subscription price of the newly issued shares is subsequently changed, the conversion price shall be recalculated based on the revised subscription price using the formula set forth below. If the recalculated conversion price is lower than the conversion price previously adjusted and announced prior to the ex-rights record date, the Company shall disclose the newly adjusted conversion price on MOPS.
$$
\text{Adjusted Conversion Price} = \text{Pre-Adjustment Conversion Price} \times \left( \frac{\text{Outstanding Shares (Note 2)} + \text{Subscription Price per Share (Note 3)}}{\text{Prevailing Market Price per Share (Note 4)}} \right)
$$
Note 1:
In the case of a stock split, the adjustment shall be made on the record date of the stock split. In the case of a merger or issuance of new shares for share acquisition, the adjustment shall be made on the merger record date or the share acquisition record date. If a cash capital increase is conducted through book building (Dutch auction) or if the cash capital increase involves participation in the issuance of overseas depositary receipts and there is no ex-rights record date, the adjustment shall be made on the payment completion date. If a cash capital increase is conducted by private placement, the adjustment shall be made on the delivery date of the privately placed securities. If the subscription price of the newly issued shares for a cash capital increase is subsequently changed after the ex-rights record date, the conversion price shall be recalculated based
on the revised subscription price. If the recalculated conversion price is lower than the previously adjusted and announced conversion price prior to the ex-rights record date, the Company shall publicly disclose the newly adjusted conversion price in accordance with applicable laws.
Note 2:
"Outstanding Shares" refers to the total number of issued common shares (including publicly offered shares and privately placed shares), minus the number of treasury shares repurchased by the Company but not yet cancelled or transferred.
Note 3:
If the newly issued shares arise from a stock dividend or stock split, the subscription price per share shall be deemed zero.
For new shares issued due to a merger, the subscription price per share shall be the net asset value per share of the dissolved company, as calculated from its most recent CPA-audited or reviewed financial statements prior to the merger record date, multiplied by the share exchange ratio.
For new shares issued due to the acquisition of another company's shares, the subscription price per share shall be the net asset value per share of the acquired company, as calculated from its most recent CPA-audited or reviewed financial statements, multiplied by the share exchange ratio.
Note 4:
The "Prevailing Market Price per Share" shall be determined based on the simple arithmetic average of the closing prices of the Company's common shares for any one of the one (1), three (3), or five (5) business days preceding the relevant record date (including the ex-rights record date, pricing reference date, stock split record date, merger or share acquisition record date, or the delivery date of privately placed securities).
b. After the issuance of the Private Placement Convertible Bonds, if the Company distributes cash dividends on its common shares, the conversion price shall be adjusted downward on the ex-dividend record date (Calculated to the nearest NT dime; Rounded to the nearest unit, with downward adjustment applied and no upward adjustment made). The Company shall announce the adjusted conversion price on the ex-dividend record date in accordance with applicable laws. This downward adjustment to the conversion price shall not apply to bondholders who have submitted conversion requests prior to (but excluding) the ex-dividend record date.
The adjustment formula is as follows:
$$
\text{Adjusted Conversion Price} = \text{Pre-Adjustment Conversion Price} \times (1 - \text{Cash Dividend per Share} + \text{Prevailing Market Price per Share (Note)})
$$
Note:
The "Prevailing Market Price per Share" shall be the simple arithmetic average of the closing prices of the Company's common shares for any one of the one (1), three (3), or five (5) business days preceding the book-closure and ex-dividend announcement date of the cash dividend distribution. Adjustment for Cash Dividends
c. After the issuance of the Private Placement Convertible Bonds, if the Company subsequently issues (whether by public offering or private placement) any securities carrying conversion or subscription rights into common shares at a conversion or subscription price lower than the prevailing market price per share (Note 1), the Company shall adjust the conversion price of the Private Placement Convertible Bonds in accordance with the formula set forth below (Calculated to the nearest NT dime; Rounded to the nearest unit, with downward adjustment applied and no upward adjustment made).
The adjustment shall take effect on the issuance date of such securities or subscription rights, and the Company shall publicly announce the adjusted conversion price in accordance with applicable laws.
Outstanding Shares (Note 2) + (Conversion or Subscription Price of the Newly Issued Securities + Number of Shares Convertible or Subscribable under such Newly Issued Securities)
Prevailing Market Price per Share + (Outstanding Shares (Note 2) + Number of Shares Convertible or Subscribable under such Newly Issued Securities)
Note 1:
The "Prevailing Market Price per Share" shall be the simple arithmetic average of the closing prices of the Company's common shares for any one of the one (1), three (3), or five (5) business days preceding the pricing reference date of the newly issued securities carrying conversion or subscription rights (or, in the case of a private placement, the delivery date of such privately placed securities).
Note 2:
"Outstanding Shares" refers to the total number of issued common shares (including publicly offered and privately placed shares), minus the number of treasury shares repurchased by the Company but not yet cancelled or transferred.
If the newly issued securities carrying conversion or subscription rights are satisfied by treasury shares, the "Outstanding Shares" used in the adjustment formula shall be reduced by the number of shares convertible or subscribable under such newly issued securities.
d. After the issuance of the Private Placement Convertible Bonds, if the number of the Company's outstanding common shares decreases due to a capital reduction that is not caused by the cancellation of treasury shares, the conversion price shall be adjusted in accordance with the formula set forth below (Calculated to the nearest NT dime; Rounded to the nearest unit, with downward adjustment applied and no upward adjustment made).
The adjustment shall take effect on the record date of the capital reduction, and the Company shall disclose the adjusted conversion price on the Market Observation Post System ("MOPS").
(a) In the case of a capital reduction for offsetting accumulated losses
(b) In the case of a cash capital reduction:
$$
\text{Adjusted Conversion Price} = \text{Pre-Adjustment Conversion Price} \times \left( \frac{\text{Number of Outstanding Common Shares Before Capital Reduction (Note)}}{\text{Number of Outstanding Common Shares After Capital Reduction}} \right)
$$
Note:
The number of outstanding shares shall include all publicly offered and privately placed common shares, and shall be reduced by the number of treasury shares repurchased by the Company but not yet cancelled or transferred.
-
TPEx Listing and Termination of Listing
The Private Placement Convertible Bonds will not be listed on the TPEx -
Listing of Shares Issued Upon Conversion
Common shares issued upon conversion may be listed on the Taiwan Stock Exchange after three (3) years from the delivery date of the Bonds, upon obtaining a letter of approval from the Taiwan Stock Exchange verifying compliance with listing requirements and completing post-offering public issuance procedures. -
Capital Amendment Registration
The Company shall publicly announce, within fifteen (15) days after the end of each quarter, the number of shares delivered due to conversions during the preceding quarter, and shall apply for capital amendment registration with the competent authority at least once per quarter. -
Handling of Fractional Shares
Fractional shares arising from conversion shall be paid in cash (rounded to the nearest NT dollar). -
Allocation of Cash and Stock Dividends in the Year of Conversion
(1) Cash Dividends - Bondholders of the Private Placement Convertible Bonds who submit a conversion request from January 1 of the current year up to (but excluding) the fifteenth (15th) business day prior to the book-closure date for cash dividends filed by the Company with the Taiwan Stock Exchange shall be entitled to participate in the cash dividends for the preceding fiscal year as approved at the shareholders' meeting of the current year.
- Conversion of the Private Placement Convertible Bonds shall be suspended from (and including) the fifteenth (15th) business day prior to the book-closure date for cash
dividends filed by the Company with the Taiwan Stock Exchange through (and including) the ex-dividend record date.
- Bondholders who submit a conversion request from the day following the ex-dividend record date of the current year up to (and including) December 31 of the current year shall not be entitled to the cash dividends for the preceding fiscal year as approved at the shareholders' meeting of the current year, but shall be entitled to participate in the cash dividends for the current fiscal year as approved at the shareholders' meeting of the following year.
(2) Stock Dividends
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Bondholders of the Private Placement Convertible Bonds who submit a conversion request from January 1 of the current year up to (but excluding) the fifteenth (15th) business day prior to the book-closure date for stock dividends filed by the Company with the Taiwan Stock Exchange shall be entitled to participate in the stock dividends for the preceding fiscal year as approved at the shareholders' meeting of the current year.
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Conversion of the Private Placement Convertible Bonds shall be suspended from (and including) the fifteenth (15th) business day prior to the book-closure date for stock dividends filed by the Company with the Taiwan Stock Exchange through (and including) the ex-rights record date.
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Bondholders who submit a conversion request from the day following the ex-rights record date for stock dividends of the current year up to (and including) December 31 of the current year shall not be entitled to the stock dividends for the preceding fiscal year as approved at the shareholders' meeting of the current year, but shall be entitled to participate in the stock dividends for the current fiscal year as approved at the shareholders' meeting of the following year.
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Rights and Obligations of Converted Shares
Shares obtained through conversion shall confer the same rights and obligations as the Company's existing common shares, subject to Article 13 regarding listing eligibility.
- Redemption Right of the Company
From the day following the third month after the issuance of the Private Placement Convertible Bonds (mm/dd, yyyy) to the date 40 days prior to the maturity date (mm/dd, yyyy), if the closing price of the Company's common shares exceeds the then applicable conversion price by 30% (inclusive) for 30 consecutive business days, the Company shall have the right to redeem the bonds in cash at par value.
(1) From the day following the third anniversary of the issuance date of the Private Placement Convertible Bonds to the date 40 days prior to the maturity date, if the closing price of the Company's common shares exceeds the then applicable conversion price by 30% (inclusive) for thirty 30 consecutive business days, the Company may, within 30 business days thereafter, send a "Bond Redemption Notice" by registered mail with a thirty-day notice period to the bondholders. (The aforementioned period shall commence from the date the notice is sent by the Company, and the expiration date of such period shall be the bond redemption base date. The aforementioned period shall not fall within the conversion suspension period stipulated in Article 9 of these Rules.) Within 5 business days after the bond redemption base date, the Company shall redeem all outstanding Private Placement Convertible Bonds in cash at par value.
(2) From the day following the third anniversary of the issuance date of the Private Placement Convertible Bonds to the date 40 days prior to the maturity date, if the outstanding balance of the Private Placement Convertible Bonds is less than 10% of the total original issuance amount, the Company may, at any time thereafter, send a "Bond Redemption Notice" by registered mail with a thirty-day notice period to the bondholders. (The aforementioned period shall commence from the date the notice is sent by the Company, and the expiration date of such period shall be the bond redemption base date. The aforementioned period shall not fall within the conversion suspension period stipulated in Article 9 of these Rules.) Within 5 business days after the bond redemption base date, the Company shall redeem all outstanding Private Placement Convertible Bonds in cash at par value.
- Put Option of Bondholders
(1) Put Option on the Second Anniversary of Issuance
The second anniversary of the issuance date of the Private Placement Convertible Bonds (mm/dd, yyyy) shall serve as the reference date for the bondholders to exercise their right to require early redemption of the Bonds (the "Put Date").
The Company shall, no later than forty (40) days before the Put Date (i.e., by mm/dd, yyyy), send a "Notice of Put Option Exercise" to each bondholder by registered mail.
Bondholders may, within thirty (30) days after the public announcement of such notice or at any time prior to the Put Date, submit a written notice to the Company's shareholder services agent (effective upon delivery; if submitted by mail, the postmark shall prevail; revocation shall not be permitted) to require the Company to redeem in cash, at par value, the Private Placement Convertible Bonds held by such bondholder.
Upon receiving a valid put request, the Company shall redeem the Private Placement Convertible Bonds in cash within five (5) business days after the Put Date.
If any of the above dates falls on a non-business day when the Taipei Exchange is closed for trading, the date shall be postponed to the next business day.
(2) Early Redemption Due to Termination of Listing
If the Company's common shares are approved by the Taiwan Stock Exchange for termination of listing, any bondholder may require the Company to redeem, at par value, the Private Placement Convertible Bonds held by such bondholder.
- Cancellation of Redeemed, Reacquired, or Converted Bonds
All Bonds redeemed, reacquired (including by securities brokers), or converted shall be cancelled and may not be reissued.
- Registration, Transfer, Pledge, and Tax Matters
All matters relating to registration, transfer, pledge, and tax obligations shall follow the applicable laws and the Regulations Governing the Administration of Shareholder Services of Public Companies.
- Paying Agent
The Company's stock transfer agent, CTBC Bank Co., Ltd., shall act as the paying agent for repayment and conversion matters.
- No Physical Certificates
Pursuant to Article 8 of the Securities and Exchange Act, no physical bond certificates will be printed.
- Trust Arrangement
Since the Bonds are issued via private placement, no bondholder trustee is required under the Company Act.
- Governing Law
These Terms and Conditions shall be governed by the laws of the Republic of China (Taiwan).
- Jurisdiction
The Taipei District Court shall be the court of competent jurisdiction for disputes arising from the Bonds.
- Other Matters
Any matters not covered herein shall be handled in accordance with applicable laws and regulations.
Attachment 8
Apex International Co., Ltd.
Evaluation Report on the Necessity and Reasonableness of the Private Placement of Securities
I. Introduction
Apex International Co., Ltd. (hereinafter referred to as the "Company" or "Apex"), in order to strengthen its working capital to meet future business needs and to ensure the timeliness and convenience of capital raising, resolved at the board meeting held on March 13, 2026 to conduct a private placement of domestic common shares through cash capital increase and/or domestic convertible bonds. The number of common shares to be issued or converted shall not exceed 48,750,000 shares (hereinafter referred to as the "Private Placement"). At the same time, the method and purpose of selecting the subscribers, the necessity of the private placement, and the expected benefits were also discussed. The Company plans to conduct the Private Placement in one or multiple tranches (not exceeding three times) from the date of resolution by the shareholders' meeting. The Private Placement will only be formally implemented after approval by the shareholders at the annual shareholders' meeting held on April 29, 2026.
According to the Directions for Public Companies Conducting Private Placements of Securities, if there is a significant change in management control within one year prior to the board resolution approving a private placement and within one year after the delivery of privately placed securities, a securities underwriter shall be engaged to issue an evaluation opinion regarding the necessity and reasonableness of the private placement. Such evaluation opinion shall be included in the notice of the shareholders' meeting as a reference for shareholders in determining whether to approve the proposal.
Although the Company does not expect that the completion of the Private Placement and the delivery of privately placed common shares will result in a significant change in management control within one year thereafter, the term of the previous directors expired on May 23, 2025, and the Company completed a full re-election of directors at the shareholders' meeting held on May 28, 2025. The number of director seats was reduced by two, and two independent directors who had served three terms were replaced, resulting in a change exceeding one-third of the board composition. Therefore, the Company meets the criteria for a significant change in management control as stipulated in Article 4, Paragraph 3 of the Directions for Public Companies Conducting Private Placements of Securities. Accordingly, the Company has engaged the securities underwriter to issue this evaluation report regarding the necessity and reasonableness of the Private Placement.
The contents of this report are provided solely as a reference for the board meeting held on March 13, 2026 and the shareholders' meeting held on April 29, 2026 when resolving the Private Placement proposal, and shall not be used for any other purposes. This report is based on the financial information provided by the Company and the publicly disclosed information available on the Market Observation Post System. The underwriter shall not bear any legal responsibility for any changes in the contents of this report resulting from future changes to the Private Placement plan or other circumstances.
II. Company Overview
Apex was established on October 28, 2009 and is registered in the Cayman Islands. The Company does not conduct substantive economic activities locally, and the Group's principal operations are located in Thailand. The Company is currently one of the largest printed circuit board (PCB) suppliers in Thailand. Its primary business activities include the manufacturing, processing, and trading of single-sided, double-sided, and multilayer printed circuit boards (PCBs). Its main customers consist of manufacturing companies and overseas trading companies. Among them, manufacturing customers mainly belong to the information technology, communications, and consumer electronics industries, and their end customers include internationally well-known corporations. In addition to domestic sales in Thailand, the Company exports its products to Asia, Europe, and the Americas. The PCBs produced by the Company and its subsidiaries are mainly applied in products such as televisions, automotive multimedia systems, computer peripherals,
networking equipment, and home entertainment devices. With the impact of global geopolitical developments and the restructuring of supply chains under the "China+1" and "Taiwan+1" strategies, the PCB industry has gradually shifted toward Thailand, which is expected to become another major PCB manufacturing cluster. The Company is expected to continue benefiting from this trend and to drive further operational growth.
III. Overview of the Private Placement Plan
In order to strengthen working capital to meet future business needs, Apex plans, subject to market conditions and the Company's needs, to conduct the Private Placement in accordance with Article 43-6 of the Securities and Exchange Act. Subject to approval by the shareholders' meeting, the Private Placement may be carried out in one or multiple tranches (not exceeding three times) from the date of the shareholders' meeting resolution. The actual number of shares to be issued or converted will be authorized by the shareholders' meeting and determined by the Board of Directors based on capital market conditions, subject to a maximum limit of 48,750,000 shares. The subscription price for the Private Placement will be determined based on the higher of the following benchmarks:
"The simple arithmetic average of the closing price of the Company's common shares for one, three, or five business days prior to the pricing date, after deducting adjustments for ex-rights and ex-dividends and adding back adjustments after capital reduction"; or "The simple arithmetic average of the closing price of the Company's common shares for the thirty business days prior to the pricing date, after deducting adjustments for ex-rights and ex-dividends and adding back adjustments after capital reduction." The actual subscription price shall not be lower than eighty percent of the reference price.
IV. Evaluation Opinion on the Necessity and Reasonableness of the Private Placement
1. Explanation of the Necessity of the Private Placement
Apex mainly produces traditional PCBs such as multilayer boards and double-sided boards and has successfully developed PCBs with more than 14 layers. Although this segment is already a technologically mature market in the PCB industry and faces numerous competitors, the Company's production base benefits from labor cost advantages and the Company possesses strong cost control capabilities. In addition, the Company plans to enter the HDI board segment and manufacture higher-end products such as memory modules and servers. The future gross margin and product mix are expected to improve. Through cooperation with strategic investors by means of joint investment or strategic alliances, the Company expects to gradually expand its market share and continue to develop higher-end manufacturing processes and product lines in order to enhance product added value. The Company's consolidated operating revenues for the years 2023 and 2024 and the first three quarters of year 2025 were NT$12,628,251 thousand, NT$12,459,179 thousand, and NT$8,936,413 thousand, respectively. Net losses attributable to owners of the parent were NT$(796,944) thousand, NT$(1,790,603) thousand, and NT$(1,088,612) thousand, respectively. Considering future industry trends, the Company plans to conduct the private placement to introduce specific persons, insiders, related parties, or strategic investors who recognize the Company's business philosophy and who can provide direct or indirect benefits to future operations. Such investors may assist the Company in obtaining various management and financial resources required for operations, provide management expertise, strengthen financial cost control, and assist in business development and expansion, thereby enhancing the Company's competitive advantage. Furthermore, the private placement will be used to strengthen working capital. Compared with other financing methods, private placement allows for relatively rapid and convenient capital raising with higher timeliness, while also saving interest expenses, reducing reliance on financial institution borrowings, and enhancing the flexibility of capital utilization. In summary, Apex intends to conduct the private placement to improve the Company's financial structure and promote operational growth, with the objective of expanding the Company's operational scale as part of its long-term development strategy. If the Company were to meet its funding needs through bank borrowings, the debt ratio would increase and interest expenses would rise, thereby
increasing financial risk. After considering factors such as capital market conditions, timeliness and convenience of fundraising, issuance costs, and stability of shareholding structure, as well as the difficulty of raising funds through public offering within a short period of time, the private placement is considered necessary for the Company to raise the required funds.
- Explanation of the Necessity and Reasonableness of the Private Placement of Common Shares According to the proposal materials for the board meeting to be held on March 13, 2026, the
contents of the proposal, the issuance procedures, the determination of the private placement price, and the method for selecting subscribers comply with the Securities and Exchange Act and relevant regulations, and no material irregularities have been identified. If the private placement proposal is approved at the board meeting held on March 13, 2026, the Company plans to publicly announce the private placement on the same day and to disclose relevant matters regarding the privately placed securities in the convening notice of the annual shareholders' meeting. Based on the evaluation, the implementation procedures are considered to be compliant with applicable laws and regulations.
In terms of the reasonableness of the expected benefits, the Company seeks operational breakthroughs and therefore needs to introduce capital to expand its operating scale, strengthen its financial structure, and enhance its competitiveness and operational efficiency. Considering that private placement provides a relatively rapid and convenient method of financing, it is beneficial for introducing strategic investors. Furthermore, the restriction that privately placed securities may not be freely transferred within three years helps ensure a long-term cooperative relationship between the Company and strategic investors. Because privately placed shares involve liquidity risk due to limited transferability, an appropriate liquidity discount is provided in accordance with regulations. Accordingly, the subscription price of the private placement will not be lower than 80% of the reference price, which is considered reasonable. In addition, authorizing the Board of Directors to conduct the private placement based on the Company's operational needs will enhance the flexibility and efficiency of the Company's capital raising. If the Company were to rely on bank borrowings, its debt ratio would increase and interest expenses would rise, thereby increasing financial risk. Therefore, raising funds through the issuance of privately placed common shares or convertible bonds allows the Company to obtain stable long-term funding, reduce dependence on financial institutions, and alleviate the financial burden arising from borrowing costs. In addition, with the introduction of strategic investors, the Company may expand into new markets and enlarge its operational scale, which is expected to have a positive impact on shareholders' equity and provide reasonable expected benefits.
Regarding the subscribers of the private placement, the Company intends to select investors who recognize the Company's business philosophy and who can provide direct or indirect benefits to the Company's future operations. These investors may assist the Company in obtaining management and financial resources, provide management expertise, strengthen financial cost control, and assist in business development and expansion to enhance the Company's competitive advantage. The Company plans to introduce specific persons, insiders, related parties, or strategic investors, which are expected to improve the Company's competitiveness, strengthen its shareholder structure, and expand its operational scale, thereby providing positive benefits to shareholders.
The term of the Company's previous directors expired on May 23, 2025, and the Company completed a full re-election of directors at the shareholders' meeting held on May 28, 2025. The number of director seats was reduced by two, and two independent directors who had served three terms were replaced, resulting in a change exceeding one-third of the board composition. The total number of board seats decreased from eleven to nine, while the number of independent directors remained at four. Mr. Wang Shu-Mu continues to serve as Chairman. Five new directors were elected, including members of the Company's core management team: Director Chih-Chung Liu, Director Jiun-Ting Lin, Director Sarawuth Kruthkaew, Independent Director Yang-Tzong Tsay, and Independent Director Chih-Cheng Su. The purpose of the new appointments is to strengthen the Company's competitiveness and corporate governance and to promote stable operational growth. Based on the evaluation, the newly elected directors are distinguished professionals from various sectors. Therefore, the Company's actual control is not expected to experience significant changes
as a result of the full re-election of the board, nor will there be any material adverse impact on financial conditions or shareholders' equity.
In addition to obtaining stable long-term capital and maintaining financial flexibility, the restriction that privately placed securities may not be freely transferred within three years, compared with public offerings, further ensures a long-term cooperative relationship between the Company and the investors mentioned above. Currently, the Company is actively seeking potential private placement investors. Even if insiders, related parties, or strategic investors are introduced through the private placement in the future, it is unlikely to result in a significant change in control or have negative impacts on shareholders' equity.
In conclusion, after considering the pricing mechanism of the private placement, the method of selecting subscribers, the use of funds, and the expected benefits, the private placement is considered reasonable.
V. Conclusion of the Evaluation Opinion
Apex intends to conduct the private placement in order to strengthen working capital to meet future business needs, improve its financial structure, and promote operational growth, with the objective of expanding its operational scale. The above purposes and funding needs are considered necessary. The investors participating in the private placement, including insiders, related parties, or strategic investors, recognize the Company's business philosophy and are expected to provide direct or indirect benefits to future operations. Such investors may enhance the Company's competitiveness, strengthen the shareholder structure, and expand the Company's operational scale, thereby providing positive benefits to shareholders. In addition, the restriction that privately placed common shares may not be freely transferred within three years helps ensure a stable long-term relationship between the Company and the investors. Furthermore, since the subscription price of the private placement will not be lower than 80% of the reference price, the pricing mechanism is considered reasonable and is not expected to cause any material adverse impact on the Company's operations, financial condition, or shareholders' equity. In conclusion, the Company's private placement is considered necessary and reasonable.
The securities underwriter, in accordance with the "Directions for Public Companies Conducting Private Placements of Securities," considers that the Company's proposed private placement resolved at the Board of Directors' meeting held on March 13, 2026 (which is subject to approval by the Annual General Meeting to be held on April 29, 2026 before it can be formally implemented) is necessary and reasonable.
Evaluator: KGI Securities Co., Ltd.
Representative: Chairman,
Daw-Yi-Hsu
March 13,2026