Functional Committees

 Audit Committee

Name / Title Qualifications and Experience
Chau-Chin Su

(Independent Director)  Chair

Doctor of Philosophy, University of Wisconsin-Madison, USA
Professor, Electrical and Computer Engineering, National Yang Ming Chiao Tung University
Mr. Chau-Chin Su, the independent director, is a scholar. His academic research fields include microelectronics, ultra-large integrated circuits, integrated circuit testing and computer-aided design. He provides the BoD with important information such as cross-disciplinary professional knowledge and forward-looking trends in technological development, and advice on the medium and long-term operational perspectives and directions of the enterprise.

Yang-Tzong Tsay

(Independent Director)

Ph.D., Accounting, University of Maryland MD, USA
BBA, Department of Business, National Taiwan University
Independent Director Yang-Tzong Tsaypreviously taught at the Department of Accounting, National Taiwan University, and is now an emeritus professor. His areas of expertise include managerial accounting, internal control and auditing, forensic accounting, and fraud examination. He has served as an independent director for several listed companies, with many years of practical experience. He is capable of providing professional advice and governance insights on internal control systems and financial decision-making, thereby assisting boards in strengthening corporate governance and risk management.

Chih-Cheng Su

(Independent Director)

MBA, Rutgers, The State University of New Jersey, USA
Dept. of Mechanical Engineering, National Taiwan University
Independent Director Chih-Cheng Su possesses expertise in finance, taxation, and auditing, and is well-versed in corporate governance practices within the high-tech industry. With over 20 years of senior management experience in international banking, he brings a dual perspective in financial management and business operations, enabling him to effectively support companies in strengthening internal controls and enhancing board performance.

Ray-Hua Horng

(Independent Director)  

Doctor, Institute of Electrical Engineering, National Sun Yat-sen University
Independent Director Ray-Hua Horng specialized in Solid-state Light Sources, Solar Cells, Power Device, High Speed Transistor Device Design, Flexible Light Source, Organic Metal Chemical Vapor Deposition Technology, Epitaxy Transfer Technology and Wafer Bonding Technology. In R&D results and terms of application performance. Dr. Horng has a number of invention patents and technology transfer.

Audit Committee

The Audit Committee of the Company (the Audit Committee), composed of all four of the independent directors, has been established in order to enhance the corporate governance, to refine the internal audit and to strengthen the management.

The purpose of the Audit Committee is to help the Board of Directors execute its responsibility in supervision on such categories as the financial statements, the audit and accounting policy and procedure, the internal control code and other major items as stipulated by related companies or the regulatory authorities. The functions and annual work plan of the committee include examining the company’s financial statements, auditing company operations and accounting policies and procedures, reviewing the company’s internal control system, evaluating transactions of important assets or derivative products, loans of funds, endorsements, or provision of guarantees of a material nature, fund raising or securities issuance, appointment, dismissal of accountants and their remuneration, appointment and dismissal of financial, accounting or internal audit officer and matters in which a director is an interested party.

Please consult APEX's Annual Report for the relevant year for the number of meetings convened and each member's attendance rate.

Authorities and Responsibilities of the Audit Committee and Its Operation

The responsibility of the Audit Committee is to assist the board of directors in supervision of company operations as well as execution of the duties specified in the Company Act, Securities and Exchange Act and other related regulations. The functions and annual work plan of the committee include examining the Company's financial statements, auditing company operations and accounting policies and procedures, reviewing the Company's internal control system, evaluating transactions of important assets or derivative products, loans of funds, endorsements, or provision of guarantees of a material nature, fund raising or securities issuance, appointment, dismissal of accountants and their remuneration, appointment and dismissal of financial, accounting or internal audit officer and matters in which a director is an interested party.

The Audit Committee has the right to perform justifiable audits and investigations within its responsibility. It is given the authority to make direct contact with the Company's internal auditors, CPAs and employees. The committee is formed by the four independent directors. Please refer to the following paragraph for the operating situation of the year.

The attendance of the Audit Committee Members

The Audit Committee held 5 meetings in 2025 and the attendance of the committee members is as shown in the chart below:

Title Name Attendance in Person Attendance by Proxy Remark
Independent Director Chau-Chin Su 5 0 2025.05.28
Re-appointed
Independent Director Yung-Tsai Chen 2 0 2025.05.28
Term expiration
Independent Director Jesadavat Priebjrivat 2 0 2025.05.28
Term expiration
Independent Director Ray-Hua Horng 5 0 2025.05.28
Re-appointed
Independent Director Yang-Tzong Tsay 3 0 2025.05.28
Newly appointed
Independent Director Chih-Cheng Su 3 0 2025.05.28
Newly appointed
2025 Meeting information
Meeting Date The contents of the motion Resolutions of the Audit Committee and the Company's response to the Audit Committee's opinion
2025/02/28
  • To issue 2024 Statement of Internal Control System
  • 2024 Business Report and Consolidated Financial Statements
  • Amendment to the "Memorandum and Articles of Association" of the Company
  • 2024 Deficit Compensation
  • The proposal to approve the Company endorsements and guarantees for major subsidiary APT.
  • The proposal to approve issuance of new common shares for cash in public offering and/or issuance of new common shares for cash in private placement and/or issuance of overseas or domestic convertible bonds in private placement
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.
2025/05/09
  • To appoint the CPA and evaluate the CPA's independence and suitability, and audit fee in 2025
  • Q1 2025 Consolidated Financial Statements
  • The proposal to approve for applying the credit line of the Company and Taiwan Branch with banks (Mega ICBC)
  • The proposal to approve managerial personnel changes
  • Amending Rules & Procedures for Internal Control
  • Proposal for cash capital increase by issuing common shares
  • Proposal to approve for sign the "Mandate Contract for Compliance with Securities Laws and Regulations" with KGI Securities Co., Ltd. (KGI)
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.
2025/08/15
  • To elect the convener of the Audit Committee
  • Q2 2025 Consolidated Financial Statements
  • Proposal to approve for Change of Authorized Signatories for the Bank Account Established at

    KASIKORNBANK PUBLIC COMPANY LIMITED, Phahon Yothin Branch

  • Proposal to approve for loan APT
  • The proposal to approve the investment to the major subsidiary APT

The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.
2025/11/03
  • Q3 2025 Consolidated Financial Statements
  • The proposal to approve the investment to the major subsidiary APT
  • The proposal of the cancellation for the Company’s endorsements and guarantees for major subsidiary APT (E. Sun Bank)
  • The proposal to approve that the Company endorsements and guarantees for major subsidiary

    APT(LH Bank)

  • The proposal to approve for applying the credit line of the Company and Taiwan Branch with banks (EnTie Commercial Bank)
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.
2025/12/19
  • 2026 Annual Audit Plan
  • 2026 Annual Operating Plan and Budget
  • The proposal of the cancellation for the Company's endorsements and guarantees for major

    subsidiary APT (SCB)

  • Amendment to "General Principles of Pre-Approved Non-Assurance Services Policy"
The proposal be and hereby were accepted as proposed unanimously by all independent directors, and were also accepted as proposed unanimously by the Board of Directors afterwards.

 Remuneration Committee

Name / Title Qualifications and Experience
Chau-Chin Su

(Independent Director)  Chair

Doctor of Philosophy, University of Wisconsin-Madison, USA
Professor, Electrical and Computer Engineering, National Yang Ming Chiao Tung University
Mr. Chau-Chin Su, the independent director, is a scholar. His academic research fields include microelectronics, ultra-large integrated circuits, integrated circuit testing and computer-aided design. He provides the BoD with important information such as cross-disciplinary professional knowledge and forward-looking trends in technological development, and advice on the medium and long-term operational perspectives and directions of the enterprise.

Jesadavat Priebjrivat

(Independent Member)

Master of Business Administration, New York University USA
Master of Engineering Administration, The George Washington University, USA
Mr. Jesadavat Priebjrivat is currently the Chairman of Thai Feed Mills Public Co., Ltd. He is also a member of the BoD of Sansiri Public Co. Ltd. With the experience of being chief financial officer, professional management manager, managing director of investment management and the President and Lecturer of Thammasat University in Thailand, he has provided the BoD a multi-faceted experience exchange of Thailand.

Yang-Tzong Tsay

(Independent Director)

Ph.D., Business Management and Commerce, University of Maryland MD, USA
BBA, Department of Business, National Taiwan University
Sponsor Representative, Taiwan Institute of Ethical Business and Forensics A professional professionals who has passed the national examination for CPA and awarded a certificate Director of Graduate School of Accounting, National Taiwan University Internal Auditor USA Independent Director, Cyberlink Corp. Independent Director, Yung Zip Chemical Ind. Co., Ltd. Independent Director, Ever Ohms Technology Co., Ltd. Standing Supervisor, Taishin Holdings and Taishin Bank.

Authorities and Responsibilities of the Remuneration Committee and Its Operation

The Remuneration Committee assists the Board in formulating Apex's compensation and benefits policies, and in the evaluation and review of compensation-related matters.

The Committee was composed of two independent directors Mr. Chau-Chin Su, Mr. Yang-Tzong Tsay and Committee Member Mr. Jesadavat Priebjrivat. The Chair, Mr. Chau-Chin Su is an independent director. The Committee meets at least twice per year. Please consult APEX's Annual Report for the relevant year for the number of meetings convened and each member's attendance rate.

The Functions of the Remuneration Committee

The Remuneration Committee assists the Board to evaluate Apex’s compensation and benefits policies about Apex’s directors of the Board and executives and managers. The Committee meets at least twice every year, meeting called at any time if necessary.

1. Scope of duties
  1. Periodically reviewing this Charter and making recommendations for amendments.
  2. Establishing and periodically reviewing the annual and long-term performance goals for the directors and managerial officers of this Corporation and the policies, systems, standards, and structure for their compensation.
  3. Periodically assessing the degree to which performance goals for the directors and managerial officers of this Corporation have been achieved, and based on the evaluation conclusion of performance assessments standard to set the types and amounts of their individual compensation.
2. The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:
  1. Ensuring that the compensation arrangements of this Corporation comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
  2. Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels in the industry, individual performance assessments, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the reasonableness of the correlation between the individual's performance and this Corporation's operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of this Corporation.
  3. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of this Corporation.
  4. For directors and senior managerial officers, the percentage of assessments to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of this Corporation's business.
  5. Formulating the contents and amount of directors and managerial officers compensation shall consider the reasonableness. The compensation of directors and managerial officers may not deviate from financial performance.
  6. Members of this committee shall not participate in discussions or vote on their personal salary and remuneration decisions.
The attendance of the Remuneration Committee Members

The Remuneration Committee held 3 meetings in 2025 and the attendance of the committee members is as shown in the chart below:

Title Name Attendance in Person Attendance by Proxy Remark
Independent Director Chau-Chin Su 3 0 2025.05.28
Re-appointed
Independent Director Jesadavat Priebjrivat 3 0 2025.05.28
Re-appointed
Member Yang-Tzong Tsay 3 0 2025.05.28
Re-appointed
2025 Meeting Information
Meeting Date The contents of the motion Resolution Result
2025/02/28
  • Subsidiary APT granting Base Compensation to Directors
The proposal was unanimously approved by all members of the Remuneration Committee and subsequently unanimously approved by the Board of Directors.
2025/08/15
  • To elect the convener of the Remuneration Committee
  • The proposal to approve the remuneration of the Company's new independent directors and members of the functional committees
The proposal was unanimously approved by all members of the Remuneration Committee and subsequently unanimously approved by the Board of Directors.
2025/12/19
  • The result of the Group managerial officers’ performance evaluation in 2025, as well as the annual bonus plan
  • The remuneration of Group directors (including Independent Directors and Functional Committee Members) in 2026
  • The remuneration policy and performance evaluation system toward Group managerial officers
  • The working plan of the Remuneration Committee in the year 2026
The proposal was unanimously approved by all members of the Remuneration Committee and subsequently unanimously approved by the Board of Directors.

Sustainability and Nomination Committee 

Name / Title Qualifications and Experience
Hsin- Wang Yang

CGO

Dept of Land Economics, National Chengchi University
Mr.Hsin-Wang Yang, the current corporate governance officer, has held key positions, including the position of internal audit officer , Chief Procurement Officer, and Chief Financial Officer. He is well versed in internal audit systems and risk management. During his tenure as Chief Procurement Officer, he was responsible for overseeing supply chain management. Later, as Chief Financial Officer, he gained experience in financial disclosure and the integration of sustainability metrics. He currently oversees corporate governance affairs and possesses comprehensive practical experience in corporate governance, internal control and risk management, and financial management.

Chau-Chin Su

Chairperson and Convener

(Independent Director)

Doctor of Philosophy, University of Wisconsin-Madison, USA
Professor, Electrical and Computer Engineering, National Yang Ming Chiao Tung University
Mr. Chau-Chin Su, the independent director, comes from an academic background, with research expertise in microelectronics, very-large-scale integration (VLSI), integrated circuit testing, and computer-aided design. With a professional profile spanning both academia and industry, Mr. Chau Chin Su has served as a board member of educational foundations and as a project review committee member. He has long been committed to technological innovation, educational advancement, and industrial upgrading. Mr. Chau Chin Su possesses extensive experience in corporate governance, sustainable education development, and SME innovation support, making significant contributions to corporate sustainability and demonstrating strong integration capabilities.

Yang-Tzong Tsay

(Independent Director)

Ph.D., Business Management and Commerce, University of Maryland MD, USA
BBA, Department of Business, National Taiwan University
Mr.Yang Tzong Tsay, independent director, possesses extensive academic and practical experience, with a long term research focus in the areas of management accounting, management control systems, internal control and auditing, forensic accounting, and fraud examination. He has served as an independent director for several listed companies. By integrating academic insight with industry experience, he provides the BoD with independent and forward looking professional advice on sustainability strategies, thereby enhancing corporate governance and sustainability performance.

Establishment of the Sustainability and Nomination Committee and Its Authorities and Responsibilities 

The Sustainability and Nomination Committee was established in 2022, with corporate governance officer Mr. Hsin-Wang Yang as the chair (CGO). The CGO understands the overall details of the Group and can integrate environmental (E), social (S) and corporate governance (G) issues into the operational decisionmaking, management process and corporate culture.

The purpose of SNC is to assist the Board of Directors in promoting sustainable affairs in the Company and its subsidiaries, which include:

  1. Set up a sustainable development policy.
  2. Instruct, monitor and review the execution performance of sustainable development activities and report to the Board of Directors.
  3. Other matters that are resolved and assigned by the Board of Directors.
  4. After the preceding matters is set up by SNC and is reported to the Board of Directors, the Chairperson or members of SNC are authorized to discuss and collaborate with the Company and its subsidiaries about subsequent practical executive plans. Collaborative pattern and executive organization structure could be designed based on practical demand.
The attendance of the Sustainability and Nomination Committee Members

The SNC held 2 meetings in 2025, and the attendance of the committee members is shown in the chart below:

Title Name Attendance in Person Attendance by Proxy Remark
Director Jui-Hsiang Chou 1 1 2025.05.28
Term Expiration
Independent Director Chau-Chin Su 2 0 2025.05.28
Re-appointed
Committee Member Jesadavat Priebjrivat 2 0 2025.05.28
Term Expiration
Independent Director Yang-Tzong Tsay 2 0 2025.05.28
Newly appointed
CGO Hsin-Wang Yang 2 0 2025.05.28
Newly appointed
2025 Meeting Information
Meeting Date The contents of the motion Resolution Result
2025/05/09
  • 2024 ESG Report
  • Approved by the Sustainability and Nomination Committee and submitted to the Board of Directors.
    2025/12/19
  • The implementation of promoting corporate governance, fulfilling corporate social responsibility and practicing ethical management etc. in 2025
  • Establish an Internal Carbon Pricing Plan for the Company
  • Proposal for the Amendment of the Organizational Charter of the Company's Sustainability Development Committee and the Renaming of the Committee
  • Approved by the Sustainability and Nomination Committee and submitted to the Board of Directors.

    Communication of Independent Directors, Auditing Officer and Accountants

    1. Communication of Independent Directors and Auditing Officer
    The independent directors and the internal auditing officer of the Company hold regular meetings at least once per quarter. The internal auditing officer submits audit reports and deficiency tracking reports for the previous month by the end of each month. These reports address the execution status of the annual audit plan and improvements related to internal control deficiencies. In case of significant abnormal incidents, they may convene meetings promptly.
    Date Method & Type Topic Resolution
    2025/02/28
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • Audit Report
    • To issue the 2024 Statement of Internal Control System
    Approved by the Audit Committee and submitted to the Board of Directors for approval
    2025/05/09
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • Audit Report
    Approved by the Audit Committee and submitted to the Board of Directors for approval
    2025/08/15
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • Audit Report
    Approved by the Audit Committee and submitted to the Board of Directors for approval
    2025/11/03
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • Audit Report
    Approved by the Audit Committee and submitted to the Board of Directors for approval
    2025/12/19
    • Video conference Taipei office/Thailand office
    • Audit Committee Meeting
    • 2023 Annual Audit Plan
    Approved by the Audit Committee and submitted to the Board of Directors for approval
    2. Communication of Independent Directors and Accountants
    The independent directors and the CPA of our company hold regular communication sessions (including at least one closed-door meeting each year). The CPA reports on the results of the financial statement audit/review for our company, discusses it during the audit committee meetings or closed meetings before audit committee meetings, and thoroughly communicates significant impacts of legal revisions on our company.

    Date Method & Type Topic Resolution
    2025/02/28
    • Video conference Taipei office/Thailand office
    • Post-meeting presentation to all directors after the BoD meeting
    • Closed-door meeting after the BoD meeting
    1. Independence
    2. Auditors’ Responsibilities for the Financial Statements
    3. Communication of the firm’s quality management system
    4. Type of opinion- Unqualified Opinion
    5. Audit Scope
    6. Findings
    7. Other communication matters
    8. Regulations Update
    Independent Directors have no opinion
    2025/08/15
    • Video conference Taipei office/Thailand office
    • Post-meeting presentation to all directors after the BoD meeting
    1. Independence
    2. Type of opinion
    3. Audit Scope
    4. Findings
    5. Audit Plan
    6. Regulations Update
    Independent Directors have no opinion
    2025/11/03
    • Video conference Taipei office/Thailand office
    • Provide the briefing files via email
    1. Independence
    2. Auditors’ Responsibilities for the Financial Statements
    3. Type of opinion- Unqualified Opinion
    4. Review scope
    5. Findings
    6. Regulations Update
    Independent Directors have no opinion