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FTC — AGM Information 2021
Nov 5, 2021
52024_rns_2021-11-05_c5fee91e-e2ff-4d54-a9ac-3081652c785a.pdf
AGM Information
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Stock Code 2354
Foxconn Technology Co., Ltd.
2021 Annual Shareholders’ Meeting
Meeting Agenda (Translation)
June 23, 2021
THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2020 ANNUAL SHAREHOLDERS’ MEETING (THE “AGENDA”) OF FOXCONN TECHNOLOGY CO., LTD. (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.
Contents
| I. Meeting Procedure | 1 |
|---|---|
| II. Meeting Agenda | 2 |
| 1. Report Items | 3 |
| 2. Ratification and Discussion Items | 7 |
| 3. Extraordinary Motions | 11 |
| III. Attachment | |
| 1. Business report | 12 |
| 2. Audit Committee’s Review Report | 18 |
| 3. Independent Auditors’ Report and 2020 Financial Statements | 19 |
| 4. Articles of Incorporation Amendment Comparison table | 41 |
| IV. Appendix | |
| 1. Rules and Procedure for Shareholder Meetings | 42 |
| 2. Articles of Incorporation | 45 |
| 3. Shareholdings of All Directors | 51 |
Foxconn Technology Co., Ltd. 2021 Annual Shareholders’ Meeting Meeting Procedure
Time: June 23 (Wednesday), 2021 at 9:00 am
Location:No.66-1, Chungshan Rd, Tucheng Industrial Park, Tucheng Dist., New Taipei City, Taiwan
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I. Report the total number of shares represented at this AGM
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II. Meeting Commencement Announced
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III. Chairman’s Address
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IV. Report Items
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V. Ratification and Discussion Items
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VI. Extraordinary Motions
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VII. Meeting Adjournment
1
Foxconn Technology Co., Ltd. 2021 Annual Shareholders’ Meeting Meeting Agenda
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I. Chairman’s Address
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II. Report Items
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(1) 2020 Business Report
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(2) Audit Committee’s Review Report for 2020 audited financial
statements.
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(3) Report of the proportion of employee remuneration for the year ended December 31, 2020.
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(4) 2020 profit distribution cash dividend status report.
III. Ratification and Discussion Items
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(1) Ratification of 2020 Business Report and audited Financial Statements.
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(2) Ratification of the proposal for distribution of 2020 profits.
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(3) Proposal on amendments of the Articles of Incorporation.
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(4) Release restrictions on the prohibition of directors’ participation in
competing businesses.
IV. Extraordinary Motions
- V. Meeting Adjournment
2
Report Items
Item 1: 2020 Business Report. Please review.
Description: 1. Please refer to Attachment 1 for Business Report (pages
12~17).
- Please refer to Attachment 3 for Financial Statements (pages
19~40).
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Item 2: Audit Committee’s Review Report for 2020 audited financial
statements. Please review.
Description: Please refer to Attachment 2 (page 18) and Attachment 3 (pages 19~40) for Audit Committee’s Review Report for 2020 financial statements and Independent Auditor’s Report.
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Item 3: Report of the proportion of employee remuneration for the year ended
December 31, 2020. Please Review.
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Description: 1. According to the Articles of Incorporation, 4%-6% of the company profit (if any) is to be set aside for employee remuneration.
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The employee remunerations totaled NT$223,875,571 in 2020, distributed in cash. This is equivalent to for 4% of the annual profit for 2020. There is no different between the resolved amount and the recognized expense in 2020.
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The Chairman is authorized to handle any pending issues related to this item, or any changes needed due to fact changes or required by the competent authorities.
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Item 4: 2020 profit distribution cash dividend status report . Please review. Description: 1. According to Article 18-1 of the Articles of Incorporation, if dividends and bonuses are to be made in cash, authorization shall be made by a resolution adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors.
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The Company intends to appropriate from distributable earnings a total of NT$2,546,073,346 for cash dividends to shareholders in 2020. This translates to NT$1.8 per share. The payout will be rounded off to the integer. All the fractional amounts will be transferred to Employee Welfare Committee.
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The chairman is authorized to set the ex-dividend record date, distribution date, and other related matters.
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However, if the share capital of the company changes afterwards, and if it affects the dividend payout ratio of shareholders, then Chairman is authorized to adjust it.
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Ratification and Discussion Items
(Proposed by the Board of Directors)
Item 1: Ratification of 2020 Business Report and audited Financial Statements. Please ratify.
Description: 1. The Company’s 2020 Business Report and audited Financial Statements had been approved by the Board of Directors and had also been reviewed and audited by the Audit Committee.
- Please refer to Attachments 1, 2 and 3 for documents mentioned above (pages 12~40).
Resolutions:
- 7 -
(Proposed by the Board of Directors)
Item 2: Proposal for distribution of 2020 profits . Please ratify.
Description: The Company’s 2020 earnings distribution approved by the Board of Directors and reviewed by Audit Committee. Please kindly refer to the table of earnings distribution.
Resolutions:
Foxconn Technology Co., Ltd. Table of Earnings Distribution Year 2020
Unit: NTD
| Unit: NTD | ||
|---|---|---|
| Items | Amount | Note |
| Opening balance of unappropriated earnings | 63,896,621,859 | |
| Less: Remeasurements of the net defined benefit recognized in retained earnings |
12,627,539 | |
| Adjusted opening balance of unappropriated earnings | 63,883,994,320 | |
| Add: net income during the year | 4,718,344,424 | |
| Less: Legal surplus reserve | 470,571,689 | |
| Ending earnings available for appropriation | 68,131,767,055 | |
| Distributable items: | ||
| Cash dividends to shareholders | 2,546,073,346 | NT$1.8 per share |
| Ending balance of unappropriated earnings | 65,585,693,709 |
Note 1:Prioritization of distribution of 2020 earnings
Note 2: This is in accordance with Article 18-1 of the Company's Articles of Incorporation, authorizing the board of directors to decide to distribute all or part of the dividends and dividends by cash distribution.
Chairman: Guang-Yao Lee General Manager: Han-Ming Lee Chief Accounting Officer: Yuan-Wen Lan
- 8 -
(Proposed by the Board of Directors)
Item 3: Proposal on amendments of the Articles of Incorporation. Please approve. Description: Amendments of the Articles of Incorporation to increase capital amount for future requirements. Please refer to Attachment 4 for the Articles of Incorporation Amendment Comparison table (page 41).
Resolutions:
- 9 -
(Proposed by the Board of Directors)
Item 4: Release restrictions on the prohibition of directors’ participation in competing businesses. Please approve.
Description: In order for the Company to successfully expand its business, a resolution plan to release the restrictions on the prohibition of directors' participation in competing businesses in accordance with Article 209 of the Company Act is proposed. Please approve the release the restrictions on the prohibition of directors' participation in
competing businesses on the following directors.
| Title | Name | Name of companyand title |
|---|---|---|
| Chairman | Hyield Venture Capital Co., Ltd. Representative: Guang-Yao Lee |
Director, Foxtron Vehicle Technologies Co., Ltd. Director, FARobot, Inc. Direcor, Eson Precision Ind. Co., Ltd. Director, DUDOO LTD. Director, Finetech Co., Ltd. Director, Foxton New Energy Vehicle Technologies Co.,Ltd. |
Resolutions:
- 10 -
Extraordinary Motions
Meeting Adjournment
11
Attachment 1
Foxconn Technology Co., Ltd. Business report
The year 2020, also ROC 109 and a Geng-Zi year in the Chinese lunar calendar, was a year of constant calamities and international conflicts. It was also a year when despair and hope coexisted. The turmoils in the year started with the COVID-19 pandemic and the ensuing economic recessions and stock market crashes around the world. To rescue the economy and the stock markets, central banks all over the world have been lowering interest rates and stepping up quantitative easing. The U.S. Fed even resorted to unlimited quantitative easing. Stock markets were pushed up to the level and at a magnitude as never before. The pandemic was a massive blow to the economy in Europe and the U.S. where tourism and services are the pillar industries. As the number of infections and deaths continued to rise, different countries went into lockdowns. Economic activities were stalled. Many people lost their livelihood. Small-and-medium enterprises could not survive. Governments launched fiscal measures to bolter the economy, at a cost of mounting debts and a looming worry for the future. T
The year 2020 also witnessed the U.S. presidential election. Democrats and republicans competed fiercely, adding disruption to the already troubled world. Whilst the election was ongoing, the US-China tariff war, the technology war and the war of words occupied the news headlines, against the backdrop of geopolitical and military confrontation, tension and strife. Whilst the election came to an end, the geopolitical and military standoffs continue. The negative influence brought by the process will last decades. Although the political, economical and military sentiment around the world was depressing and desperate in 2020, the U.K.’s completion of Brexit, 7% reduction of global carbon emissions due to COVID-19, the closing of the U.S. presidential election and the introduction of vaccines ushered in a gleam of hope.
Whilst COVID-19 has brought the global economy to its knees, the economy in Asia was supported with relative better control of the virus. The economic growth in China and Taiwan was particularly impressive. Despite an economic slowdown, China’s GDP growth remained positive in 2020. This growth is a rare gem given the recessions in most countries. Benefited from robust prevention of the virus, strong exports and domestic demand, returning investments and transferred orders due to the US-China trade war and technology war, Taiwan posted the highest GDP growth among Four Asian Tigers. This was a remarkable economic achievement. However, there is a major concern for Taiwan’s economy. The Regional Comprehensive Economic Partnership (RCEP) was established in 2020 but Taiwan remained excluded. There is a risk of being marginalized if Taiwan continues to have troubles joining regional economic agreements in the long run. This may damage the long-term economic development. Both government agencies and private sectors should work together on this.
COVID-19 ran rampant and devastated the global economy in 2020. With an international clientele, we sell our products all over the world. Understandably, the pandemic has taken its toll on our operation. Although our topline was satisfactory, the profitability declined due to lower unit prices, rising transportation costs, and production disruptions caused by the pandemic. As these negative factors disappear and the pandemic eases off, management expects the business
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environment to improve and the Company should perform well.
Finally, management would like to express gratitude to our supporting shareholders. Thanks to all of our employees and shareholders who worked with us through this tough year. Looking into the new year, we will focus on the consolidation of existing businesses and the development of new ventures. We will also strengthen our R&D investment and roadmap and engage in organization reengineering. Management remains confident despites challenges ahead. With the continued efforts from all employees and management, the Company’s ongoing projects in transformation will soon pay off and materialize. Thank you!
I. 2020 Operating Results
- (1) The profit before tax was NT$543.6 billion in 2020, down by NT$294 billion or 35% from NT$837.6 billion in 2019. Net income attributable to shareholders of the parent was NT$471.8 billion in 2020, down by NT$241.2billion or 34% from NT$713.0 billion in 2019. The earnings per share was NT$334.
(2) Budget implementation:
Given the absence of 2020 budgetary planning, we did not have to attain budgetary goals.
(3) R&D
It is evident that 5G, electric vehicles, artificial intelligence, automation and robots will be the booming and forward-looking industries for a long period of time. Whilst these sectors are connected with consumer electronics Taiwanese manufacturers are good at, there are many differences in technology, conceptualization and content. The only way to work on these differences is to enhance R&D. Hence, Foxconn Technology will focus on the following R&D initiatives:
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Establishment of the R&D center: A number of R&D offices will be set up within the shortest time possible, to strengthen the core competences in existing technology and build the foundation of new technologies for the Company going forward.
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Talent recruitment: The Company previously focused on the employment of PMs and professionals in engineering and manufacturing processes. The emphasis will be switched to R&D talent pipeline by recruiting from selected universities and education backgrounds, in order to gradually enhance the caliber of our workforce.
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Strategic alliances with other industries: On top of our own efforts, we will work with companies from other industries for co-development and resources sharing and make inroads to emerging technologies and domains with this collective and complementary approach.
Foxconn Technology has established cooperative ties with many organizations to
date:
- Colleges and universities: establishment of talent pipeline and development of technologies
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Research institutions: Cooperation in precision technology and development and introduction of new technologies
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Government projects: The government operates a wide range of R&D and talent development schemes. We will participate in selective projects after thorough evaluations.
As consumer electronics is a relatively mature industry, it is necessary to expand our footprint for growth momentum. Foxconn Technology will focus on electric vehicles, robots and wearables for its business in metal mechanical parts. The emphasis on heat dissipation projects will be electric vehicles, 5G and servers. Foxconn Technology needs to invest more in the R&D of these emerging technologies and applications. Only with a solid foundation can the Company obtain breakthroughs, acquire advantages and win business opportunities in the future.
2. Summary of 2021 Business Plan
- (I) Operating guidelines
The present situation points to a difficult competitive environment going forward. It is hence necessary to brace for new challenges and tackle legacy problems at the same time. The emerging challenges and existing problems are as follows:
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The US-China technology war, tariff war, trade war and regional conflicts will continue.
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The signing of regional trade agreements will have tremendous influence on industries.
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Digital tax will be the contention over the next few years.
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The Brexit aftermath and effects will continue.
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Central banks around the world will maintain loose monetary policies for quite a while.
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Governments all over the world will continue to introduce fiscal measures to rescue the economies hammered by COVID-19.
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The pandemic has lasted the whole year and will continue to affect the world over next few quarters.
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Isolationism in the U.S. may continue.
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The era of mounting debts has arrived, for both public and private sectors.
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The K-shaped recovery means the rich becomes richer and the poor becomes poorer. This will have a significant on business strategies for all companies.
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Anti-trust is set to continue.
The issues mentioned above are the challenges faced by all corporates. As large companies become larger, any failure or lagging behind may lead to severe consequences. All industries may see the dominance of leading players and the crowdedness of small players. The challenge for all management teams is to identify and establish niches in the difficult marketplace with cooperative ties both vertically and horizontally. To maintain our leadership, Foxconn Technology is adopting the following measures:
- In adherence with the group’s “3+3” strategy for future development and strategic synergy
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In accordance with the group’s strategy to identify new growth drivers for the Company by focusing on electric vehicles, robots and automation
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Enhancement of R&D momentum to obtain technology leadership and establish intellectual properties
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Optimization of the product mix and the revenue breakdown to boost gross margin
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Organization reengineering to introduce new concepts, new knowledge and new ideas
Foxconn Technology has underperformed in both the topline and the bottom line during past few years. To resume growth momentum for revenues and profits, the Company is working on different fronts:
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Existing products: trimming of the product portfolio and increasing shipments of products with higher gross margin
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Future products: making inroads to domains such as electric vehicles, automaton, servers and robots for both thermal modules and metal mechanical parts
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Manufacturing: re-arrangement of the factor area and re-deployment of production sites to boost production efficiency and accelerate the learning curve
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Administration: review of operational procedures and start deep digitalization to boost operating efficiency
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(II) Business targets and key strategies in production and marketing:
The market is generally optimistic about the economy in 2021 for the following reasons: 1) a relative low base due to COVID-19 in 2020; 2) introduction vaccines to restart the economy around the world; 3) fiscal stimulus measures by different governments to boost the global economic growth; 4) loose monetary policies by central banks all over the world to bolster the economy. To capitalize on the growth of the global economy, the Company will adopt the following business strategies:
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1.Sales strategies:
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(1) Sales: consistent with the group’s 3+3 strategy by promoting new businesses in electric vehicles and robots and optimizing the revenue mix with an increase in products with high gross profits. The purpose is to enhance the gross margin, the operating margin and the net margin on the consolidated income statement.
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(2) Pricing: competing not with price cuts but by enhancing value added. Pursuit of greater price bargaining power with better precision technology and higher unit prices by leveraging scale production capability. Support of unit prices for low gross margin products and products reaching the end of the life cycle.
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(3) Marketing: maintenance of existing quality customers; introduction of strategic and promising customers; and leverage of the group’s resources in order to attract customers in electric vehicles, 5G and robots.
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2.Production strategies:
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(1) Planning of production sites by taking into account the geographic locations of leading EMS manufacturers in order to reduce transportation costs and enhance service quality. Stepping up the percentage of production in low-cost regions.
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(2) Continued increase in automation to improve production cost structure; use of robots to boost production value per worker
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(3) Manufacturing process simplification and equipment upgrades to boost production
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speed; optimization of the manufacturing process to reduce overall production cost
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3.R&D strategies:
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(1) Establishment of a R&D center: focus to shift from solving engineering problems to fundamental R&D, precision technology development and technological integration. Proactive recruitment of R&D talents and setup of a R&D office to build a solid foundation of knowledge, technology and intellectual properties and accumulate technology momentum for long-term development.
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(2) A two-pronged strategy for in-house R&D and collaboration by working with colleges & universities; research institutions; government agencies; and other private enterprises, in order to achieve synergy with collective efforts.
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(III) External competitive environment and overall business environment
The industry trends for thermal module products are as follows:
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Towards 5G, electric vehicles and clouds
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Product development for high performance, miniaturization, and diversity
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Manufacturing at larger capacities and with vertical integration
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ndustry consolidation ongoing with ownership changes
As a leader in the heat dissipation industry, Foxconn Technology is keeping a close eye on the industry trends. We are following the group’s 3+3 by preparing for future development. We strive to stay ahead of the game in forward-looking domains and establish leadership by leveraging the group’s resources.
The major events during the past year in the metal mechanical parts industry indicate the following trends:
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Taiwanese companies withdraw from the market by selling facilities to Chinese companies.
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The entrance of Chinese players will not have material influence on the competitive
dynamics over the next year or two. However, any destructive competition will hinder the industry’s long-term development.
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Aluminum and stainless steel are still in use for smartphones.
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The industry is moving towards domains such as electric vehicles and robots.
The most significant events in the metal mechanical parts industry during the past year are the change of the industry structure with our competitors’ selling facilities and ownership change. Despite these changes in competitive dynamics, we believe that it is difficult for divided competitors to compete with Foxconn Technology, a company in unity. We expect to maintain our competitive advantage.
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The past year was depressing. Negative events such as the pandemic, tariff wars, trade wars, technology wars, Brexit, the U.S. election controversy, the Middle East political turmoil were all dispiriting. Meanwhile, economic recessions put many out of jobs and small shops out of business. In general, life was not easy. Fortunately, the U.S. election came to an end and the U.K. reached the Brexit agreement. The introduction of COVID-19 vaccines brought hope to everybody. The restart of the economy creates an optimistic sentiment for the year ahead. At the onset of the springtime and the economic recovery, the Company decided to start its R&D engine and organization reengineering. It is hoped that the investment today lays down the foundation for growth tomorrow.
Management is grateful of the long-standing support from shareholders and we understand that this comes with great responsibility for us. Business cycles go up and down. Product lifecycles run their courses. The international situation is a mixed bag. There is the good, the bad, and the ugly in the business environment. What remains constant is management’s dedication to turning the corner and achieving good operating results. Management keeps shareholders’ expectations close to heart. We will continue to work hard and exercise the due care as a good administrator. It is our goal to create good operating performance and growth momentum in return to the great expectation from shareholders. We would like to say thanks to all of our shareholders. Thanks to all!
Chairman: Guang-Yao Lee General Manager: Han-Ming Lee Chief Accounting Officer: Yuan-Wen Lan
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Attachment 2
Audit Committee’ Review Report
The board of directors have prepared and submitted the Company’s 2020 Financial Statements, Business Report, and proposal for earnings distribution. The 2020 Financial Statements have been audited by PricewaterhouseCoopers Taiwan and issued with an independent auditor’s report. The
abovementioned 2020 Financial Statements, Business Report, and proposal for earnings distribution have been reviewed by Audit Committee and no
incompliance was found. These reports are hence published according Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Foxconn Technology Co., Ltd.
Convener of the Auditing Committee: Song-Shu Lin
March 30, 2021
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Attachment 3
INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Stockholders of Foxconn Technology Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Foxconn Technology Co., Ltd. (the “Company”) as of at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of Foxconn Technology Co., Ltd. as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
Basis for opinion
We conducted our audit of the parent company only financial statements as at and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. Financial-Supervisory-Securities-Auditing1090360805 issued by the Financial Supervisory Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China for our audit of the parent company only financial statements as at and for the year ended December 31, 2019. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:
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Revenue Cutoff
Description
Refer to Note 4(27) for accounting policy on revenue recognition and Note 6(19) for details of revenues. The Company has three revenue types, including (1) direct shipment from the factory, (2) FOB destination, and (3) hub. For FOB destination and hub, revenue is recognised when goods are shipped to destination or picked up by customers (when control of the products is transferred). The supporting documents for revenue recognition include receipts from customers (FOB destination), reports or other information provided by hub custodians and inventory movement record of hub. As the hubs are located around the world with numerous custodians, the frequency and contents of statements provided by custodians vary, and the process of revenue recognition involves numerous manual procedures, these factors may potentially result in inaccurate timing of sales revenue recognition and discrepancy between the physical inventory quantities in the hubs and the quantities as reflected in accounting records.
Since there are numerous daily revenue transactions from hubs and from FOB destination and the transaction amounts prior to and after the balance sheet date are significant to the financial statements, revenue cutoff has been identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
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Evaluated and tested the Company’s internal controls over revenue recognition.
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Tested sales transactions that took place shortly before and after the balance sheet date by verifying the customers’ receipt notes, supporting documents provided by hub custodian, and inventory movement records, and ascertained whether cost of goods sold was recognised in the correct reporting period.
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Confirmed physical inventory quantities held by distribution warehouses and agreed to accounting records. Assessed the reasonableness of reconciling items identified through confirmation or physical inventory, if any and inspected related supporting documents and rationale.
– The Company and Investments accounted for under equity method/subsidiaries Provision for inventory valuation losses
Description
Refer to Note 4(13) for accounting policies on inventory valuation, Note 4(14) for accounting policies on investments accounted for under equity method/subsidiaries and associates, Note 5 for uncertainty of accounting estimates and assumptions in relation to inventory valuation losses, and Notes 6(6) and 6(7) for details of inventories and investments accounted for under equity method.
The Company is primarily engaged in the sales of 3C electronic products manufactured by its subsidiaries. Due to rapid technological innovations, short electronic product life cycles and fluctuations in market prices, there is a higher risk of inventory losses arising from market value decline or
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obsolescence. The Company and its subsidiaries recognise inventories at the lower of cost and net realisable value which is determined based on historical data of inventory closeout. Inventory valuation losses are provided against inventory aged over a certain time period and individually identified as obsolete or damaged. Provision for inventory valuation losses is recognised under “inventory” and “investments accounted for under equity method – subsidiaries” in the parent company only financial statements.
As the amounts of the Company and its subsidiaries’ inventory are material, types of inventories vary, the identification of obsolete or damaged inventories and determination of net realisable value are subject to management and audit judgement, we considered the provision for inventory valuation losses as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
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Ensured consistent application of accounting policies on provision for inventory valuation losses and ascertained compliance with respective accounting guidance.
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Validated the appropriateness of system logic of inventory aging report utilized by management in assessing inventory valuation losses and sampled and tested transactions for proper categorisation in inventory aging report.
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Assessed the reasonableness of inventory valuation losses through discussion with management as to the determination of net realisable value of obsolete or damaged inventories and validated related supporting documents.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Company’s financial reporting process.
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Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in 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 parent company only financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the parent company only 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 report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
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business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period 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.
Jackie, Feng Wu, Han-Chi For and on behalf of PricewaterhouseCoopers, Taiwan March 30, 2021
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
23
FOXCONN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) 6(5) 7 7 6(6) 6(3) 6(7) 6(8) 6(9) 6(11) 6(25) |
December31,2020 AMOUNT % $2,341,791 2 4,337 - - - 15,696,185 11 579,018 - 2,141,747 1 2,423,129 2 13,783 - 23,199,990 16 2,007,916 1 123,097,456 83 71,220 - 1,315 - 120,983 - 73,479 - 8,000 - 125,380,369 84 $148,580,359 100 |
December31,2019 | December31,2019 |
|---|---|---|---|---|
AMOUNT$2,341,791 4,337 - 15,696,185 579,018 2,141,747 2,423,129 13,783 23,199,990 2,007,916 123,097,456 71,220 1,315 120,983 73,479 8,000 125,380,369 $148,580,359 |
AMOUNT $ 6,369,328 10,946 3,457,000 10,387,754 905,378 79,317 422,313 14,555 21,646,591 1,271,373 120,816,539 71,979 2,001 123,571 45,281 8,000 122,338,744 $ 143,985,335 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Current financial assets at fair value through profit or loss 1136 Financial assets at amortised cost- current 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net 1200 Other receivables 130X Inventories 1470 Other current assets 11XX Total current assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property - net 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
5 - 2 7 1 - - - |
|||
| 15 | ||||
| 1 84 - - - - - |
||||
| 85 | ||||
| 100 |
(Continued)
24
FOXCONN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes 6(12) 6(2) 7 6(13) 6(25) 7 6(25) 7 6(14) 6(15) 6(16) 6(17) 6(18) 9 11 |
December31,2020 AMOUNT % $14,518,000 10 214,420 - 2,352,892 2 16,086,768 11 3,706,830 2 830,262 1 689 - 111,779 - 37,821,640 26 408,950 - 638 - 33,634 - 443,222 - 38,264,862 26 14,144,852 9 7,527,365 5 12,731,133 9 - - 68,602,338 46 7,309,809 5 110,315,497 74 $148,580,359 100 |
December31,2019 | December31,2019 |
|---|---|---|---|---|
AMOUNT$14,518,000 214,420 2,352,892 16,086,768 3,706,830 830,262 689 111,779 37,821,640 408,950 638 33,634 443,222 38,264,862 14,144,852 7,527,365 12,731,133 - 68,602,338 7,309,809 110,315,497 $148,580,359 |
AMOUNT $ 14,785,129 99,427 1,888,146 15,630,547 1,648,200 704,752 683 105,338 34,862,222 483,673 1,327 18,688 503,688 35,365,910 14,144,852 7,527,178 12,018,153 46,492 68,099,323 6,783,427 108,619,425 $ 143,985,335 |
% | ||
| Current liabilities 2100 Short-term borrowings 2120 Current financial liabilities at fair value through profit or loss 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2230 Current tax liabilities 2280 Current lease liabilities 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2570 Deferred tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity Commitments and Contingent Liabilities Significant Subsequent Events 3X2X Total liabilities and equity |
10 - 1 11 1 1 - - |
|||
| 24 | ||||
| 1 - - |
||||
| 1 | ||||
| 25 | ||||
| 10 5 8 - 47 5 |
||||
| 75 | ||||
| 100 |
The accompanying notes are an integral part of these parent company only financial statements.
25
FOXCONN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Years endedDecember31 2020 2019 Notes AMOUNT % AMOUNT % 6(19) and 7 $ 78,290,566 100 $ 66,650,972 100 6(6)(23) and 7 (74,418,416) ( 95) ( 63,119,421) ( 95 )3,872,150 5 3,531,551 5 6(23) (213,569 ) - ( 170,207) - (247,212 ) - ( 156,369) - (343,975) ( 1) ( 207,295) ( 1 )(804,756) ( 1) ( 533,871) ( 1 )3,067,394 4 2,997,680 4 6(20) 13,119 - 171,637 - 6(21) 34,379 - 39,864 - 6(22) (119,085 ) - 134,891 - (120,554 ) - ( 337,898) - 6(7) 2,497,760 3 4,797,055 7 2,305,619 3 4,805,549 7 5,373,013 7 7,803,229 11 6(25) (654,670) ( 1) ( 673,428) ( 1 )$ 4,718,343 6 $ 7,129,801 10 6(14) ($ 15,784 )- ($ 7,489) - 6(18) 736,543 1 ( 144,473) ( 1 )6(18) 1,526,103 2 10,522,950 16 6(24) 3,157 - 1,498 - 2,250,019 3 10,372,486 15 6(18) (1,736,264 ) ( 2) ( 3,548,558) ( 5 )- - - - (1,736,264) ( 2) ( 3,548,558) ( 5 )$ 5,232,098 7 $ 13,953,729 20 6(26) $ 3.34 $ 5.04 $ 3.32 $ 5.01 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit from operations Operating expenses 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profits of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Tax expense 8200 Profit Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial losses on defined benefit plans 8316 Unrealised gain (loss) on valuation of financial assets at fair value through other comprehensive income 8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation 8380 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8360 Other comprehensive loss that will be reclassified to profit or loss 8500 Total comprehensive income Basic earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
26
FOXCONN TECHNOLOGY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31, 2019 Balance at January 1, 2019 Profit Other comprehensive income (loss) Total comprehensive income (loss) Appropriations and distribution of 2018 earnings Legal reserve Special reserve Cash dividends Changes in equity of associates and joint ventures accounted for using equity method Balance at December 31, 2019 Year ended December 31, 2020 Balance at January 1, 2020 Profit (loss) Other comprehensive income Total comprehensive income(loss) Appropriations and distribution of 2019 earnings Legal reserve Special reserve reversal Cash dividends Changes in equity of associates and joint ventures accounted for using equity method Balance at December 31, 2020 |
Notes | Ordinary share | Capitalsurplus | RetainedEarnings | Other EquityInterest | Other EquityInterest | Other EquityInterest | Other EquityInterest | Totalequity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreignoperations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||||||||
| 6(17) 6(17) |
$ 14,144,852 - - - - - - - $ 14,144,852 $ 14,144,852 - - - - - - - $ 14,144,852 |
$ 7,767,553 - - - - - - ( 240,375 ) $ 7,527,178 $ 7,527,178 - - - - - - 187 $ 7,527,365 |
$ 11,103,487 - - - 914,666 - - - $ 12,018,153 $ 12,018,153 - - - 712,980 - - - $ 12,731,133 |
$ - - - - - 46,492 - - $ 46,492 $ 46,492 - - - - ( 46,492 ) - - $ - |
$ 66,542,261 7,129,801 ( 5,991 ) 7,123,810 ( 914,666 ) ( 46,492 ) ( 4,526,353 ) ( 79,237 ) $ 68,099,323 $ 68,099,323 4,718,343 ( 12,627 ) 4,705,716 ( 712,980 ) 46,492 ( 3,536,213 ) - $ 68,602,338 |
($ 2,578,011 ) - ( 3,548,558 ) ( 3,548,558 ) - - - - ($ 6,126,569 ) ($ 6,126,569 ) - ( 1,736,264 ) ( 1,736,264 ) - - - - ($ 7,862,833 ) |
$ 2,531,519 - 10,378,477 10,378,477 - - - - $ 12,909,996 $ 12,909,996 - 2,262,646 2,262,646 - - - - $ 15,172,642 |
$ 99,511,661 7,129,801 6,823,928 13,953,729 - - ( 4,526,353 )( 319,612 )$ 108,619,425 $ 108,619,425 4,718,343 513,755 5,232,098 - - ( 3,536,213 )187 $ 110,315,497 |
The accompanying notes are an integral part of these parent company only financial statements.
27
FOXCONN TECHNOLOGY CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation (including investment property) Amortisation Expected credit loss (gain) Interest expense Share of profits of associates and joint ventures accounted for using equity method Net loss on financial assets or liabilities at fair value through profit or loss Loss (gain) on disposal of property, plant and equipment Dividend income Interest income Changes in operating assets and liabilities Changes in operating assets Accounts receivable, net Accounts receivable due from related parties Other receivables Inventories Changes in operating liabilities Accounts payable Accounts payable to related parties Other payables Other current liabilities Cash (outflow) inflow generated from operations Income tax paid Net cash flows (used in) from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Net decrease (increase) in financial assets at amortised cost- current Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Interest received Dividends received Other current assets Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Cash dividends paid Payments of lease liabilities Interest paid Other non-current liabilities Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Years ended December 31 Notes 2020 2019 $5,373,013 $ 7,803,229 6(23) 4,950 7,778 6(23) - 1,146 12(2) 1,324 ( 658 )120,554 337,898 6(7) (2,497,760 ) ( 4,797,055 )121,602 616,129 1,536 ( 1,460 )6(21) (15,341 ) ( 12,856 )6(20) (13,119 ) ( 171,637 )(5,309,814 ) 2,347,324 326,419 68,953 (117,408 ) 7,196 (2,000,816 ) ( 153,152 )464,746 562,610 456,221 ( 3,716,792 )92,594 ( 155,221 )6,441 20,919 (2,984,858 ) 2,764,351 (628,924 ) ( 1,068,544 )(3,613,782 ) 1,695,807 3,457,000 ( 2,957,000 )6(8) (2,998 ) - 545 3,664 29,444 158,300 22,210 104,293 772 852 3,506,973 ( 2,689,891 )(267,129 ) 1,095,969 6(17) (3,536,213 ) ( 4,526,353 )(683 ) ( 699 )(115,865 ) ( 327,754 )(838 ) ( 1,591 )(3,920,728 ) ( 3,760,428 )(4,027,537 ) ( 4,754,512 )6,369,328 11,123,840 $2,341,791 $ 6,369,328 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
28
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Foxconn Technology Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of Foxconn Technology Co., Ltd. and its subsidiaries (the “Group”) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
aaaaaIn our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audit of the consolidated financial statements as at and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. Financial-Supervisory-Securities-Auditing1090360805 issued by the Financial Supervisory Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China for our audit of the consolidated financial statements as at and for the year ended December 31, 2019. 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 Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters on the Group’s 2020 consolidated financial statements are stated as follows:
29
Revenue cutoff
Description
Refer to Note 4(30) for accounting policy on revenue recognition and Note 6(21) for details of revenues. The Group has three revenue types, including (1) direct shipment from the factory, (2) FOB destination, and (3) hub. For FOB destination and hub, revenue is recognised when goods are shipped to destination or picked up by customers (when control of the products is transferred). The supporting documents for revenue recognition include receipts from customers (FOB destination), reports or other information provided by hub custodians and inventory movement record of hub. As the hubs are located around the world with numerous custodians, the frequency and contents of statements provided by custodians vary, and the process of revenue recognition involves numerous manual procedures, these factors may potentially result in inaccurate timing of sales revenue recognition and discrepancy between the physical inventory quantities in the hubs and the quantities as reflected in accounting records.
Since there are numerous daily revenue transactions from hubs and from FOB destination and the transaction amounts prior to and after the balance sheet date are significant to the financial statements, revenue cutoff has been identified as a key audit matter.
How our audit addressed the matter
aaWe performed the following key audit procedures in respect of the above key audit matter:
-
Evaluated and tested the Group’s internal controls over revenue recognition.
-
Tested sales transactions that took place shortly before and after the balance sheet date by verifying the customers’ receipt notes, supporting documents provided by hub custodian, and inventory movement records, and ascertained whether cost of goods sold was recognised in the correct reporting period.
-
Confirmed physical inventory quantities held by distribution warehouses and agreed to accounting records. Assessed the reasonableness of reconciling items identified through confirmation or physical inventory, if any, and inspected related supporting documents and rationale.
Provision for inventory valuation losses
Description
Refer to Note 4(14) for accounting policies on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to inventory valuation losses, and Note 6(6) for details of inventories. As at December 31, 2020, the Group’s inventories and provision for inventory valuation losses amounted NT$5,058,277 thousand and NT$62,699 thousand, respectively.
The Group is primarily engaged in manufacturing and sales of 3C electronic products. Due to rapid technological innovations, short electronic product life cycles and fluctuations in market prices, there is a higher risk of inventory losses arising from market value decline or obsolescence. The Group recognises inventories at the lower of cost and net realisable value, which is determined based on historical data of inventory closeout. Inventory valuation losses are provided against inventory aged over a certain time period and individually identified as obsolete or damaged.
As the amounts of inventory are material, types of inventories vary, the identification of obsolete or damaged inventories and determination of net realisable value are subject to management and audit judgement, we considered the provision for inventory valuation losses as a key audit matter.
30
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Ensured consistent application of accounting policies on provision for inventory valuation losses and ascertained compliance with respective accounting guidance.
-
Validated the appropriateness of system logic of inventory aging report utilised by management in assessing inventory valuation losses and sampled and tested transactions for proper categorisation in inventory aging report.
-
Assessed the reasonableness of inventory valuation losses through discussion with management as to the determination of net realisable value of obsolete or damaged inventories and validated related supporting documents.
Offsetting financial assets and liabilities agreements with financial institutions
Description
Refer to Note 4(25) for accounting policies on offsetting financial assets and liabilities, Note 5(1)B. for critical accounting judgements in relation to offsetting financial assets and liabilities, and Note 6(13) for details of offsetting financial assets and liabilities. As of December 31, 2020, the total amount of financial instruments set off was NT$2,795,447 thousand.
The Group entered into financial assets and financial liabilities offsetting agreements with financial institutions. Based on the judgement made by management, the agreement meets the requirements of IAS 32, ‘Financial instruments: Presentation’. In accordance with IAS 32, financial assets and liabilities are offset and reported in the net amount when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
The determination of fulfilling the criteria for offsetting in IAS 32, ‘Financial instruments: Presentation’ is subject to judgment. The Group entered into various offsetting agreements which involve individually significant financial instruments. The financial assets and financial liabilities are presented separately once the offsetting criteria is not met. As these would have a material impact on the consolidated financial statements, we considered the offsetting of financial assets and liabilities as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Assessed and tested internal controls over offsetting agreements entered into with financial institutions on financial assets and financial liabilities, and determined whether the offsetting criteria of IAS 32, ‘Financial instruments: Presentation’ was met, accounting processes were followed and there was proper segregation of duties.
-
Obtained and reviewed the above agreements to ensure that offsetting criteria of IAS 32, ‘Financial instruments: Presentation’ was met and to confirm that the offsetting amount was accurate.
-
Confirmed the existence and the rights and obligations of financial assets and financial liabilities offsetting agreements with respective financial institutions.
Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion on the parent company only financial statements of Foxconn Technology Co., Ltd. as of and for the years ended December 31, 2020 and 2019.
31
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.
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 a report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in 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 generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the 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 controls.
-
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 controls.
-
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 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 report. However, future events or conditions may cause the Group to cease to continue as a going concern.
32
-
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 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.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
Feng, Jackie Wu, Han-Chi
For and on behalf of PricewaterhouseCoopers, Taiwan March 30, 2021
The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
33
FOXCONN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) and 8 6(5) 7 7 6(6) 6(2) 6(3) 6(4) 6(7) 6(8) and 7 6(9), 7 and 8 6(11) 6(12) 6(27) |
December31,2020 AMOUNT % $ 76,101,991 45 63,079 - 17,647 - 18,262,123 11 11,376,433 7 2,424,374 1 4,995,578 3 370,959 - 113,612,184 67 524,752 - 36,601,116 22 3,048,215 2 5,259,090 3 4,960,067 3 1,124,777 1 1,279,045 1 1,481,287 1 571,646 - 647,541 - 55,497,536 33 $ 169,109,720 100 |
December31,2019 | December31,2019 |
|---|---|---|---|---|
| AMOUNT $ 76,101,991 63,079 17,647 18,262,123 11,376,433 2,424,374 4,995,578 370,959 113,612,184 524,752 36,601,116 3,048,215 5,259,090 4,960,067 1,124,777 1,279,045 1,481,287 571,646 647,541 55,497,536 $ 169,109,720 |
AMOUNT $ 40,123,656 21,081 34,717,011 13,447,539 16,122,773 844,462 2,512,591 283,082 108,072,195 493,296 35,327,626 3,874,615 5,791,082 5,942,398 1,282,774 1,032,105 1,577,962 549,302 632,462 56,503,622 $ 164,575,817 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Current financial assets at fair value through profit or loss 1136 Current financial assets at amortised cost, net 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net 1200 Other receivables 130X Inventories 1470 Other current assets 11XX Total current assets Non-current assets 1510 Non-current financial assets at fair value through profit or loss 1517 Non-current financial assets at fair value through other comprehensive income 1535 Non-current financial assets at amortised cost, net 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property - net 1780 Intangible assets 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
24 - 21 8 10 1 2 - |
|||
| 66 | ||||
| - 21 2 4 4 1 1 1 - - |
||||
| 34 | ||||
| 100 |
(Continued)
34
FOXCONN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December31,2020 December31,2019 Notes AMOUNT % AMOUNT % 6(13) $ 15,946,381 9 $ 15,765,436 9 6(2) 214,420 - 99,427 - 7,815,684 5 6,370,560 4 7 21,768,465 13 22,417,094 14 6(14) and 7 10,851,743 6 8,703,833 5 6(27) 901,434 1 997,277 1 7 156,494 - 149,619 - 357,995 - 337,283 - 58,012,616 34 54,840,529 33 6(27) 574,504 1 683,987 1 7 174,428 - 322,580 - 79,417 - 123,111 - 828,349 1 1,129,678 1 58,840,965 35 55,970,207 34 6(16) 14,144,852 8 14,144,852 9 6(17) 7,527,365 4 7,527,178 5 6(18) 12,731,133 8 12,018,153 7 - - 46,492 - 68,602,338 41 68,099,323 41 6(19) 7,309,809 4 6,783,427 4 110,315,497 65 108,619,425 66 6(20) (46,742) - ( 13,815) - 110,268,755 65 108,605,610 66 9 11 $ 169,109,720 100 $ 164,575,817 100 |
December31,2019 | December31,2019 |
|---|---|---|---|
| % | |||
| Current liabilities 2100 Short-term borrowings 2120 Current financial liabilities at fair value through profit or loss 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2230 Current tax liabilities 2280 Current lease liabilities 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2570 Deferred tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to owners of parent Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 31XX Total equity attributable to owners of parent 36XX Non-controlling interests 3XXX Total equity Commitments and Contingent Liabilities Significant Subsequent Events 3X2X Total liabilities and equity |
9 - 4 14 5 1 - - |
||
| 33 | |||
| 1 - - |
|||
| 1 | |||
| 34 | |||
| 9 5 7 - 41 4 |
|||
| 66 - |
|||
| 66 | |||
| 100 |
The accompanying notes are an integral part of these consolidated financial statements.
35
FOXCONN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Years | ended December 31 | ended December 31 | ended December 31 | ended December 31 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | ||||||
| 4000 | Operating revenue | 6(21) and 7 | $ | 104,789,599 | 100 | $ | 99,802,129 | 100 | |||
| 5000 | Operating costs | 6(6)(21) and 7 | ( | 98,320,026)( | 94)( | 89,851,743) ( | 90) |
||||
| 5900 | Gross profit from operations | 6,469,573 | 6 | 9,950,386 | 10 | ||||||
| Operating expenses | 6(25) and 7 | ||||||||||
| 6100 | Selling expenses | ( | 621,879 ) ( | 1) ( | 580,807) ( | 1) |
|||||
| 6200 | Administrative expenses | ( | 1,487,145 ) ( | 1) ( | 1,851,921) ( | 2) |
|||||
| 6300 | Research and development | ||||||||||
| expenses | ( | 1,742,124)( | 2)( | 2,223,366) ( | 2) |
||||||
| 6000 | Total operating expenses | ( | 3,851,148 ) ( | 4) ( | 4,656,094) ( | 5) |
|||||
| 6900 | Net operating income | 2,618,425 | 2 | 5,294,292 | 5 | ||||||
| Non-operating income and | |||||||||||
| expenses | |||||||||||
| 7100 | Interest income | 6(22) | 2,034,933 | 2 | 2,363,864 | 2 | |||||
| 7010 | Other income | 6(10)(23) and 7 | 1,436,652 | 1 | 1,129,357 | 1 | |||||
| 7020 | Other gains and losses | 6(24) and 7 | ( | 102,811 ) | - | 139,184 | - | ||||
| 7050 | Finance costs | 7 | ( | 249,299 ) | - ( | 458,576) | - | ||||
| 7060 | Share of loss of associates and | 6(7) | |||||||||
| joint ventures accounted for | |||||||||||
| under equity method | ( | 302,130) | - ( | 91,843) | - | ||||||
| 7000 | Total non-operating income | ||||||||||
| and expenses | 2,817,345 | 3 | 3,081,986 | 3 | |||||||
| 7900 | Profit before income tax | 5,435,770 | 5 | 8,376,278 | 8 | ||||||
| 7950 | Tax expense | 6(27) | ( | 749,647)( | 1)( | 1,339,164) ( | 1) |
||||
| 8200 | Profit | $ | 4,686,123 | 4 | $ | 7,037,114 | 7 |
(Continued)
36
FOXCONN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)
| Items | Years ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(15) ( $ 15,784 ) - ($ 7,489) - 6(3) 2,262,646 2 10,378,477 10 6(27) 3,157 - 1,498 - 2,250,019 2 10,372,486 10 6(19)(20) ( 1,736,971)( 1)( 3,547,959) ( 3) ( 1,736,971)( 1)( 3,547,959) ( 3) $ 513,048 1 $ 6,824,527 7 $ 5,199,171 5 $ 13,861,641 14 $ 4,718,343 4 $ 7,129,801 7 ( 32,220) - ( 92,687) - $ 4,686,123 4 $ 7,037,114 7 $ 5,232,098 5 $ 13,953,729 14 ( 32,927) - ( 92,088) - $ 5,199,171 5 $ 13,861,641 14 6(28) $ 3.34 $ 5.04 $ 3.32 $ 5.01 |
|---|---|
| Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial losses on defined benefit plans 8316 Unrealised gains from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation 8360 Other comprehensive loss that will be reclassified to profit or loss 8300 Other comprehensive income, net 8500 Total comprehensive income Profit (loss), attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income (loss) attributable to: 8710 Owners of parent 8720 Non-controlling interests Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
37
FOXCONN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31, 2019 Balance at January 1, 2019 Profit (loss) Other comprehensive income (loss) Total comprehensive income (loss) Appropriations and distribution of 2018 earnings Legal reserve Special reserve Cash dividends Changes in equity of associates and joint ventures accounted for unde equity method Balance at December 31, 2019 Year ended December 31, 2020 Balance at January 1, 2020 Profit (loss) Other comprehensive income (loss) Total comprehensive income (loss) Appropriations and distribution of 2019 earnings Legal reserve Reversal of special reserve Cash dividends Changes in equity of associates and joint ventures accounted for unde equity method Balance at December 31, 2020 |
Notes | Equityattributableto | o | wners of the parent | Non-controlling interests |
Total equity | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinaryshare | Capital surplus | RetainedEarnings | Other EquityInterest | Total | ||||||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
||||||||||||||||
| 6(19) 6(18) r 6(19) 6(18) r 6(7) |
$ 14,144,852 - - - - - - - $ 14,144,852 $ 14,144,852 - - - - - - - $ 14,144,852 |
$ 7,767,553 - - - - - - ( 240,375 ) $ 7,527,178 $ 7,527,178 - - - - - - 187 $ 7,527,365 |
$ 11,103,487 - - - 914,666 - - - $ 12,018,153 $ 12,018,153 - - - 712,980 - - - $ 12,731,133 |
$ - - - - - 46,492 - - $ 46,492 $ 46,492 - - - - ( 46,492 ) - - $ - |
$ 66,542,261 7,129,801 ( 5,991 ) 7,123,810 ( 914,666 ) ( 46,492 ) ( 4,526,353 ) ( 79,237 ) $ 68,099,323 $ 68,099,323 4,718,343 ( 12,627 ) 4,705,716 ( 712,980 ) 46,492 ( 3,536,213 ) - $ 68,602,338 |
($ 2,578,011 ) - ( 3,548,558 ) ( 3,548,558 ) - - - - ($ 6,126,569 ) ($ 6,126,569 ) - ( 1,736,264 ) ( 1,736,264 ) - - - - ($ 7,862,833 ) |
$ 2,531,519 - 10,378,477 10,378,477 - - - - $ 12,909,996 $ 12,909,996 - 2,262,646 2,262,646 - - - - $ 15,172,642 |
$ 99,511,661 7,129,801 6,823,928 13,953,729 - - ( 4,526,353 ) ( 319,612 ) $ 108,619,425 $ 108,619,425 4,718,343 513,755 5,232,098 - - ( 3,536,213 ) 187 $ 110,315,497 |
$ 78,273 ( 92,687 ) 599 ( 92,088 ) - - - - ($ 13,815 ) ($ 13,815 ) ( 32,220 ) ( 707 ) ( 32,927 ) - - - - ($ 46,742 ) |
$ 99,589,934 7,037,114 6,824,527 13,861,641 - - ( 4,526,353 ) ( 319,612 ) $ 108,605,610 $ 108,605,610 4,686,123 513,048 5,199,171 - - ( 3,536,213 ) 187 $ 110,268,755 |
The accompanying notes are an integral part of these consolidated financial statements.
38
FOXCONN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Income and expenses having no effect on cash flows Depreciation Amortization Expected credit gain Net loss on financial assets or liabilities at fair value through profit or loss Gain on disposal of investments Gain on disposal of property, plant and equipment Interest expense Interest income Dividend income Share of loss of associates and joint ventures accounted for under equity method Changes in assets/liabilities relating to operating activities Changes in operating assets Accounts receivable net Accounts receivable due from related parties Other receivables Inventories Other current assets Net changes in liabilities relating to operating activities Accounts payable Accounts payable to related parties Other payables Other current liabilities Cash inflow generated from operations Income taxes paid Net cash flows from operating activities |
Years ended December 31 Notes 2020 2019 $ 5,435,770 $ 8,376,278 6(25) 1,439,165 1,974,922 6(25) 118,095 127,848 12(2) ( 699 ) ( 976 ) 47,971 652,616 6(24) ( 11,693 ) ( 13,108 ) 6(24) ( 238,298 ) ( 140,844 ) 249,299 458,576 6(22) ( 2,034,933 ) ( 2,363,864 ) 6(23) ( 377,254 ) ( 394,167 ) 6(7) 302,130 91,843 ( 4,858,564 ) 2,970,604 4,740,602 ( 1,234,257 ) 228,282 19,957 ( 2,500,156 ) 316,949 ( 83,715 ) 191,344 1,443,201 ( 1,651,083 ) ( 628,678 ) 4,451,939 306,428 661,266 ( 28,079 ) 23,512 3,548,874 14,519,355 ( 1,115,791 ) ( 1,924,602 ) 2,433,083 12,594,753 |
|---|---|
(Continued)
39
FOXCONN TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in financial assets at amortised cost - current Decrease in financial assets at amortised cost - current Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of investments accounted for under equity method Decrease in financial assets at amortised cost - non - current Increase in financial assets at amortised cost - non - current Cash paid for business combination Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in net receivable/ payable on raw materials (Increase) decrease in refundable deposits Other non-current assets Interest received Dividends received Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Cash dividends paid Payments of lease liabilities Interest paid Other non-current liabilities Net cash flows used in financing activities Effect of changes in foreign currency exchange rates on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Years ended December 31 Notes 2020 2019 $ - ( $ 19,299,106 )34,424,071 1,121,520 - ( 569,559 )- 11,617 1,284,571 1,369,020 ( 428,180 ) - - ( 4,319,741 )6(29) ( 455,079 ) ( 1,171,246 )6(29) 582,728 302,709 ( 119,679 ) ( 252,395 )( 14,211 ) 49,714 775 15,067 2,071,323 2,393,023 6(23) 377,254 394,167 37,723,573 ( 19,955,210 )16,691,281 15,670,709 ( 16,546,516 ) ( 13,691,926 )6(18) ( 3,536,213 ) ( 4,526,353 )( 149,328 ) ( 332,920 )( 240,888 ) ( 428,227 )11,934 18,865 ( 3,769,730 ) ( 3,289,852 )( 408,591 ) ( 1,417,736 )35,978,335 ( 12,068,045 )40,123,656 52,191,701 $ 76,101,991$ 40,123,656 |
|---|---|
40
Attachment 4
Foxconn Technology Co., Ltd.
Articles of Incorporation Amendment Comparison table
| Before amendment | After amendment | After amendment | Explanations for amendment |
|---|---|---|---|
| Article 5: The Company’s authorized capital is NT$15billion, to be divided into1.5 billion shares at NT$10 per share. The board of directors is authorized to issue shares separately, depending on actual requirements. Among this, 50 million shares are reserved for exercise of warrants or corporate bonds attached with warrants. authorized to be distributed separately by the board of directors . (omitted below) |
Article 5: The Company’s authorized capital is NT$20billion, to be divided into2billion shares at NT$10 per share. The board of directors is authorized to issue shares separately, depending on actual requirements. Among this, 50 million shares are reserved for exercise of warrants or corporate bonds attached with warrants. authorized to be distributed separately by the board of directors . (omitted below) |
To meet future requirements |
|
| Article 23: The Articles of Incorporation were established on April 21, 1990.…… 25th amendment on June 26, 2013; 26th amendment on June 25, 2014; 27th amendment on June 25, 2015; 28th amendment on June 22, 2016; 29th amendment on June 21, 2019 |
Article 23: | The Articles of Incorporation were established on April 21, 1990.…… 25th amendment on June 26, 2013; 26th amendment on June 25, 2014; 27th amendment on June 25, 2015; 28th amendment on June 22, 2016; 29th amendment on June 21, 2019;30th amendment on June 23, 2021 |
Addition of the amendment date |
41
Appendix 1
Foxconn Technology Co., Ltd.
Rules and Procedures for Shareholder Meetings
-
Article 1 Unless otherwise provided by law, Shareholders’ Meeting of the Company (the “Meeting”) shall be conducted in accordance with these Rules and Procedures.
-
Article 2: The Company provides an attendance book for sign-ins by shareholders (or their agents). Shareholders (or their agents) may should enter by presenting the sign-in cards, in lieu of signing in. The number of shares represented with sign-in cards submitted and the exercise of voting rights electronically shall be included into the total number of shares represented. Shareholders (or their agents) should wear the attendance cards at the shareholders’ meeting.
-
Article 3: The attendance and voting at the shareholders’ meeting should be based on the number of shares. If any shareholder proposes the counting of the number of people, the chair may ignore it. If the quorum is reached at the time of voting, the proposal is deemed to have been passed.
-
Article 4 The location of shareholders’ meeting shall be the Company’s current location or such other place that is convenient for shareholders to attend. The meeting shall not commence earlier than 9AM or later than 3PM.
-
Article 5: If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by Chairman. When Chairman is on leave or for any reason unable to exercise the powers, Vice Chairman shall serve as the deputy. If there is no Vice Chairman or Vice Chairman is on leave or for any reason unable to exercise the powers, Chairman shall designate an executive director to be his deputy. If there is no executive director, a director shall be designated as the deputy. If Chairman does not make such designation, the directors shall select from among themselves one person to serve as chair. If a shareholders’ meeting is convened by a party with power to convene but other than the board, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
-
Article 6: The Company may appoint its lawyers, certified public accountants, or related persons retained by it to attend a shareholders’ meeting in a nonvoting capacity. Staff handling administrative affairs of a shareholders’ meeting shall wear identification badges or arm bands.
Article 7 The Company shall record the shareholders’ meetings by audio or video and keep the recording for at least one year.
- Article 8: The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent at least half of the total number of issued shares or there are legitimate reasons, the chair may
42
announce a postponement. The postponements are limited to two times, for a combined total of up to one hour. If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175-1 of the Company Act. Prior to conclusion of the meeting, if the attending shareholders represent at least half of the total number of issued shares, the chair may resubmit the tentative resolution for voting by the shareholders’ meeting pursuant to Article 174 of the Company Act.
-
Article 9: If a shareholders meeting is convened by the board, the meeting agenda shall be set by the board. The meeting shall proceed according to the set agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party other than the board but with the power to convenes. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extemporary motions), unless with a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the attending shareholders may elect a new chair by agreement of at least half of the votes presented at the meeting, and continue the meeting. After the adjournment of the shareholders’ meeting, shareholders may not continue with the meeting by electing another chair or moving to a different venue.
-
Article 10: Before speaking, an attending shareholder (or his/her agent) must specify on a speaker's slip the subject of the speech, shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. An attending shareholder (or his/her agent) who has submitted a speaker's slip but does not speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder (or his/her agent) is speaking, other shareholders may not speak or interrupt unless they have obtained the consent of the chair and the speaking shareholder (or his/her agent). The chair shall stop any violation of this rule and impose necessary measures or rulings.
-
Article 11: Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda, the chair may terminate the speech. If the speaking is not stopped or there are circumstances obstructing the agenda, the chair may issue necessary measures or rulings.
-
Article 12: When a legal person is appointed to attend as proxy, it may designate only one person to attend the meeting. When a legal person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the
43
representatives so appointed may speak on the same proposal.
-
Article 13 The chairman may respond or designate other persons to respond after an attending shareholder’s speech.
-
Article 14 When the chairman considers that the discussion for a motion has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution.
-
Article 15: The proposals not on the agenda may be announced by the chair or the host. In case of an amendment or an alternative to a proposal, the chair shall arrange the sequence of voting for the amendment, the alternative and the original proposal. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
-
Article 16: Unless otherwise specified by relevant laws and the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of at least half of the voting rights represented by the attending shareholders. A proposal is deemed to have passed with the same validity as a vote if no shareholders oppose after the chair’s inquiry to all shareholders.
-
Article 17: Ballot scrutineers and counters shall be appointed by the chair. Ballot scrutineers must also be shareholders. Ballots will not be read out loud for vote counting. The result of votes shall be announced onsite and recorded.
-
Article 18 During the process of the meeting, the chairman may announce a recess at an appropriate time.
-
Article 19: The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors or security personnel help maintain order onsite, they shall wear uniforms or arm bands bearing the word "Proctor”.
-
Article 20 In cases of force majeure, the meeting shall be discontinued. The meeting shall be resumed an hour after the incident is over.
-
Article 21 If the matters are not provided herein, the Company Act and other laws and regulations of the Republic of China shall govern.
-
Article 22 These rules and procedures shall be effective after ratification at the shareholders’ meetings. The same applies to modifications.
44
Appendix 2
Foxconn Technology Co., Ltd.
Articles of Incorporation
Chapter I General Provisions
- Article 1: The Company is incorporated according to the Company Act and named “
鴻準 精密工業股份有限公司” in Chinese and “Foxconn Technology Co, Ltd.” in English.
Article 2 The Company’s scope of business is as follows:
-
Manufacturing, processing and sale of TVs, fax machines, video recorders, stereo products and relevant components
-
Manufacturing, processing and sale of computer terminals, computers, displays, electronic calculators and peripherals, power supplies and relevant components
-
Manufacturing, processing and trading of UPS (uninterruptible power supply) systems and equipment
-
Manufacturing, processing and trading of telephones and communication equipment
-
Import, export and trading of all the above products
-
Distribution, quotation and bidding for products from domestic and overseas manufacturers
-
Warehousing (industry code G801010)
-
CC01080 - Electronics components Manufacturing
-
C805050 - Industrial plastic products manufacturing
-
CC01010 - Manufacture of power generation, transmission and distribution machinery
-
C801010 - Basic Chemical Industrial
-
CA02990 - Other Metal Products Manufacturing (metal computer casings)
-
I301010 -Information software services
-
I301020 - Data Processing Services
-
I301030 - Electronic information supply services
-
C805030 - Plastic daily necessities manufacturing
-
ZZ99999 - All business items not prohibited or restricted by law, except those subject to special approval
Article 3 The Company is headquartered in New Taipei City, Taiwan and when necessary may establish branches or subsidiaries at home and abroad according to resolutions by the board of directors.
Article 4 Public announcements of the Company shall be made in accordance with the provisions of Article 28 of the Company Act.
45
Chapter II Shares
Article 5 The authorized capital of the Company is NT$15 billion, consisting of 1.5 billion shares, all of common stock, with a par value of NT$10 per share. The board of directors is authorized to issue the shares in separate installments as required, of which 50 million shares are reserved for stock options with warrants or corporate bonds for the exercise of stock options. The board of directors is also authorized to issue shares in separate installments as required. authorized to be distributed separately by the board of directors . The Company’s qualification requirements of employees entitled to receive shares or to receive restricted stock, may include the employees of parents or subsidiaries of the company meeting certain specific requirements. The condition, distribution and subscription of shares shall be submitted to the board of directors for resolution.
-
Article 6 The Company issues registered shares and each stock certificate shall be affixed with the authorized signature/seal by Director(s) representing the Company, and shall be duly certified by the competent bank before issuance thereof. The Company is exempted from printing any share certificate for the shares issued, but shall register the issued shares with a centralized securities depositary enterprise.
-
Article 7 Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any extraordinary meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company. All stock processing and related activities shall follow the “Guidelines for Stock Operations for Public Companies” issued by the Financial Supervisory Commission unless specified otherwise by law and securities regulations.
Chapter III Shareholders’ Meeting
-
Article 8: Shareholders’ meetings are divided into general shareholders’ meetings and extraordinary shareholders’ meetings. General shareholders’ meetings are convened by the board of directors according to laws at least once a year and within six months after the end of each fiscal year. Extraordinary shareholders’ meetings are convened when necessary.
-
Electronic voting is one of the means for the Company’s shareholders to exercise voting rights. Relevant procedures are subject to the regulations set by competent authorities.
-
Article 9 For any shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy.
46
Article 10 Each shareholder of the Company is entitled to one vote per share, unless otherwise provided by applicable law or regulation.
- Article 11 Unless otherwise provided by applicable law or regulation, a resolution of the shareholders’ meeting shall be adopted by the consent of a majority of the votes represented by those in attendance at the meeting, in person or by proxy, by shareholders who represent a majority of the total issued shares.
Chapter IV Board of Directors and Audit Committee
Article 12 The Company shall have five to nine directors, with three-year office term. Directors are elected and appointed by the shareholders’ meeting from candidates in accordance with the candidate nomination system of Article 192-1 of the Company Act. Candidate(s) may continue in office if re-elected. The aforesaid Board of Directors must have at least two independent directors. More than one fifth of the directorship must be independent directors.
The board seat number mentioned above should include at least two independent directors and no less than one fifth of the board seats should be for independent directors.
The Company’s board of directors may set up function committee and define member qualifications, duties and powers, and relevant issues according to laws and regulations.
The Company has established Audit Committee to replace the function of supervisors. Audit Committee consists of independent directors only. There should be no less than three members, and one member serves as the convener. The exercise of powers, fulfillment of duties and relevant matters shall be determined by the board of directors according to laws and regulations.
Article 13 The board of directors shall consist of the directors of the Company; the chairman of the board of directors shall be elected from among the directors by a majority of directors in attendance at a meeting attended by at least twothirds of the directors. The chairman of the board of directors shall represent the Company in external matters.
Article 14 Except for the first meeting of the board of directors of every new term, which shall be convened pursuant to Article 203 of the Company Act, all other meetings of the board of directors shall be convened by the chairman of the board of directors. Unless otherwise provided for by applicable law or regulation, a resolution of the board of directors shall be adopted by the consent of a majority of the votes represented by those the majority in attendance at the board of directors meeting. Directors shall attend meetings of the board of directors. If a director is unavailable to attend a meeting in
47
person, the director may issue a power of attorney for the given meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the director’s behalf, provided that a director may represent only one other director at a meeting pursuant to Article 205 of the Company Act.
-
Article 14-1 Seven days prior to the convening of a meeting of the board of directors, notice shall be sent to all directors in writing, by fax or by e-mail notification thereof, specifying the reasons for calling the meeting, though in emergency situations, a meeting may be called whenever necessary.
-
Article 15 When the Company’s directors perform their duties, the Company may compensate them at a rate consistent with general practices in the industry. The board of directors is authorized to purchase liability insurance for directors, in accordance with a resolution of the board of directors adopted by the consent of a majority of the votes represented by those the majority in attendance at the board of directors meeting.
Chapter V Managers
- Article 16 The Company may appoint one Chief Executive Officer, whose commissioning, decommissioning and pay rate shall be as pursuant to Article 29 of the Company Act.
Chapter VI Accounting
-
Article 17 After the close of each fiscal year, the following reports shall be prepared by the board of directors and submitted to the regular shareholders’ meeting for ratification.
-
Business Report
-
Financial Statements
-
Proposal for earnings distribution or losses offsetting
-
Article 18 If the Company reports a surplus (Surplus refers to profit before tax deducted appropriated employee compensation and director compensation), 4-6% of which shall be set aside as employee compensation. If the Company has accumulated losses, the Company shall reserve an amount to offset it. Employee compensation mentioned in preceding paragraph shall be distributed in stocks or in cash. The payment shall apply to employees in the subsidiaries as well whoever meets criteria developed by the Board of Directors.
-
The proceeding two paragraphs shall be based on resolutions by the Board of Directors and reported to the shareholders’ meeting.
-
Article 18-1 The annual net income of the Company shall be appropriated in accordance
48
with the priorities listed as follows:
- (I) Recovering of Losses.
(II) Set aside ten percent of such profits as a legal reserve. However when the legal reserve amounts to the authorized capital, this shall not apply.
(III) Appropriate or return to Special capital reserve pursuant to applicable laws or regulations.
As to the earnings available for appropriation to shareholders including accumulated un-appropriated earnings and earnings available for appropriation of this year, the board of directors is authorized to draft an appropriation plan in accordance with the dividend policy in Section 4 of this Article.
As to the earnings available for appropriation to shareholders including accumulated un-appropriated earnings and earnings available for appropriation of this year, the board of directors is authorized to draft an appropriation plan in accordance with the dividend policy in Section 3 of this Article.
The Company is currently at a developing stage. The Company's dividend distribution policy is subject to the Company's current and future investment environment, fund requirements, competition from local and abroad, and capital budgets, as well as taking into consideration of the interests of shareholders and the long-term financial planning. Shareholder dividends are set aside on accumulated unappropriated earnings, which shall not be less than 15% of earnings available for appropriation for the year and cash dividends shall not be less 10% of total dividends.
Chapter VII Supplementary Provisions
- Article 19: The Company shall, with the consent of at least two-thirds of the voting rights present at the most recent shareholders meeting attended by shareholders representing a majority of total issued shares, transfer shares to employees at less than the average actual share repurchase price, or issue employee share subscription warrants at less than the Company’s closing securities price on the issue date.
For shares repurchased according to the preceding paragraph, the qualification requirements of employees may include the employees of the Company meeting certain specific requirements. The condition and distribution of shares shall be submitted to the board of directors for resolution.
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Article 20: The total investment amount of the Company is allowed to exceed the limit of 40% of the paid-in capital. The Board of Directors is authorized to make the final decision.
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Article 21: The Company may provide endorsements and guarantees and act as a guarantor.
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Article 22: Any matters not sufficiently provided for in these Articles of Incorporation shall be handled in accordance with the Company Act and other applicable laws or regulations.
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Article 23: The Articles of Incorporation were established on April 21, 1990, the first amendment on January 23, 1991; second amendment on August 15, 1992; third amendment on April 2, 1994; fourth amendment on April 30, 1994; fifth amendment on April 9, 1995; sixth amendment on March 16, 1996; seventh amendment on July 31, 1996; eighth amendment on May 24, 1997; ninth amendment on April 13, 1998; tenth amendment on June 11, 1998; eleventh amendment on May 25, 1999; twelfth amendment on June 2, 2000; thirteenth amendment on June 10, 2002; fourteen amendment on June 27, 2003; fifteenth amendment on November 27, 2003; sixteenth amendment on June 10, 2004; seventeenth amendment on June 14, 2005; eighteenth amendment on June 14, 2006; nineteenth amendment on June 8, 2007; twentieth amendment on June 2, 2008; twenty first amendment on June 10, 2009; twenty second amendment on June 8, 2010; twenty third amendment on June 8, 2011; twenty fourth amendment on June 18, 2012; twenty fifth amendment on June 26, 2013; twenty sixth amendment on June 25, 2014; twenty seventh amendment on June 25, 2015; twenty eighth amendment on June 22, 2016; twenty ninth amendment on June 21, 2019
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Appendix 3
Foxconn Technology Co., Ltd. Shareholdings of All Directors
- Minimum and total number of shares held by all directors according to share register as of April 25, 2021
| Title | Minimum number of shares to be held |
Shares actually held in share register (Excluding independent directors) |
|---|---|---|
| Directors | 33,947,644 | 85,048,996 |
2. Shareholdings of directors as of April 25, 2021
| Title | Name | Shares held in share register |
|---|---|---|
| Chairman | Hyield Venture Capital Co., Ltd. Representative: Guang-Yao Lee |
85,003,766 |
| Director | Hyield Venture Capital Co., Ltd. Representative: Chih-Chien Hung |
85,003,766 |
| Director | Caixin International Investment Ltd. Representative: Lee Han-Ming |
45,230 |
| Director | Caixin International Investment Ltd. Representative: Lee Xue-Kun |
45,230 |
| Independent Director |
Lin Song-Shu | 0 |
| Independent Director |
Chen Yao-Ching | 0 |
| Independent Director |
Yu Hsiang-Tun | 7,177 |
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