According to Apex’s Memorandum and Association, the Directors (including Independent Directors) shall be nominated by adopting the candidate nomination system specified in the Applicable Public Company Rules for so long as the shares are listed on the TPEX or the TWSE. The rules and procedures of the nomination of candidates shall comply with the procedure approved by the Board of Directors and ordinary resolution, provided that such procedure shall be in compliance with the Law, Memorandum of Association, Articles of Association, and the Applicable Public Company Rules.

According to Apex's Memorandum and Association, the Article 192-1 of the R.O.C. "Company Act" and the resolutions of the Board of Directors on March 31, 2022, Apex announced that the period for accepting the nomination of director candidates started from March 08, 2022 to March 18, 2022. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for Directors and Independent Directors in writing. Any shareholders who intends to nominate shall conduct the nomination procedures in writing before 5 pm on March 18, 2022, in accordance with the prescribed name of the shareholder, the account number (or the uniform number of the identity card) and the contact address.

During the above period, except for the Board of Directors of the company nominates candidates for the Sixth director (including independent directors), no shareholders who held more than one percent of the total number of issued shares of the company submitted nominations.

The list of candidates of 11 directors (including 4 independent directors) that the Board of Directors nominated and decided to pass on March 31, 2022, including: Mr. Shu-Mu Wang, Mr. Jui-Hsiang Chou, Mr. Yung-Yuan Cheng, Mr. Shun-Chung Lee, Mr. Sen-Tien Wu, Mr. Smokiat Krajangjaeng, Mr. Tu-Chuan Chen, Mr. Chau-Chin Su (Independent Director), Mr. Yung-Tsai Chen (Independent Director), Mr. Jesadavat Priebjrivat (Independent Director) and Ms. Ray-Hua, Horng (Independent Director). These eleven candidates for Board of Director has completed the re-election of directors at the shareholders' meeting on May 24, 2022.

The resumes of individual members of the sixth board of directors are shown in the table below:

Diversity of board members

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

1. The ability to make judgments about operations.

2. Accounting and financial analysis ability.

3. Business management ability.

4. Crisis management ability.

5. Knowledge of the industry.

6. An international market perspective.

7. Leadership

8. Decision-making ability.

The Company's director diversity policy management goal, four independent directors have been elected in the sixth session and including one female independent director, to achieve the Company's goal of increasing the number of independent directors and adding one seat of female independent director.

Diversity policy and Its implementation

The current board of directors consists of 11 directors, including 4 independent directors. The members have extensive experience and expertise in the fields of finance, business and management. Please refer to the following table for details:

Independence of the Board of Directors

All of the candidates for the Board of Directors are nominated by adopting the candidate nomination system and qualified for review in accordance with Memorandum and Articles of Association of Company and in conformed to "Rules for Election of Directors" and "Principle of Corporate Governance" to ensure the diversify and independence of BoD member.

In the Sixth session of the board member, foreign directors account for 18%, independent directors account for 36% and female director account for 9%. None of the directors are spouses or relatives within the second degree of kinship, which complies with the provisions of Article 26-3 Items 3 and 4 of the Securities and Exchange Act.

All directors of Sixth session possess knowledge of the industry and international market perspective. Directors Shu-Mu Wang, Jui-Hsiang Chou, Yung-Yuan Cheng, Tu-Chuan Chen, Sen-Tien Wu, Shun-Chung Lee and Smokiat Krajangjaeng, possess abilities to make operational judgments and conduct management administration and risk management knowledge and skills and Leadership. Directors Shu-Mu Wang, Jui-Hsiang Chou, Sen Tien Wu, Yung-Tsai Chen and Jesadavat Priebjrivat possess abilities to perform accounting and financial analysis.

Succession Planning of Board Members

Apex adopts a candidate nomination system during the election of directors and independent directors. Shareholders select and appoint the candidates for directors and independent directors during the AGM. All members of the board of directors have the professional knowledge and skills required for business, law, financial accounting, business management or company industry. At least 6 hours of courses are arranged every year to continuously enrich new knowledge and maintain their core values, professional advantages and capabilities. The company attaches great importance to talents, actively seeks talents, and has a rich talent pool to timely plan future candidates for directorship. Independent directors are required to have work experience required by business, legal affairs, finance, accounting or corporate business, and their future successors will be professionals in various fields.

so as to improve management, decision-making and judgment capabilities, and achieve inheritance effects. In addition to cultivating talents internally, it also recruits outstanding talents externally, and utilizes the pool of internal and external talents to increase the breadth and depth of candidates for key management successors.