Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

FTC AGM Information 2021

Nov 5, 2021

52024_rns_2021-11-05_0aa94f77-6583-41c7-8178-73e91784a1bc.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock Code 2354

Foxconn Technology Co., Ltd.

2021 Special Shareholders’ Meeting

Meeting Agenda (Translation)

October 20, 2021

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2021 SPECIAL 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. Discussion Matter 3
2. Election Matter 4
3. Other Proposal 5
4. Extraordinary Motions 6
III. Attachment
1. Articles of Incorporation Amendment Comparison table 7
2. Directors and Independent Directors Candidates List 9
IV. Appendix
1. Rules and Procedure for Shareholder Meetings 10
2. Articles of Incorporation 13
3. Regulations Governing the Election of Directors and Independent 19
Directors
4. Shareholdings of All Directors 21

Foxconn Technology Co., Ltd. 2021 Special Shareholders’ Meeting Meeting Procedure

  • Time: October 20 (Wednesday), 2021 at 9:00 am

  • Location: No.66-1, Chungshan Rd, Tucheng Industrial Park, Tucheng Dist., New Taipei City, Taiwan

  • I. Report the total number of shares represented at this SGM

  • II. Meeting Commencement Announced

  • III. Chairman’s Address

  • IV. Discussion Matter

  • V. Election Matter

  • VI. Other Proposal

  • VII. Extraordinary Motions

VIII. Meeting Adjournment

1

Foxconn Technology Co., Ltd. 2021 Special Shareholders’ Meeting Meeting Agenda

  • I. Chairman’s Address

  • II. Discussion Matter

Proposal on amendments of the Articles of Incorporation.

  • III. Election Matter

Re-election of directors.

  • IV. Other Proposal

Release restrictions on the prohibition of directors’ participation in competing

businesses.

  • V. Extraordinary Motions

  • VI. Meeting Adjournment

2

Discussion Matter

(Proposed by the Board of Directors)

Item: Proposal on amendments of the Articles of Incorporation. Please approve. Explanation: Amendments of the Articles of Incorporation to increase capital amount for future requirements. Please refer to Attachment 1 for the Articles of Incorporation Amendment Comparison table (page 7).

Resolutions:

  • 3 -

Election Matter

(Proposed by the Board of Directors)

Item: Re-election of directors, please proceed with the elections.

Explanation: 1. The company’s directors are short of one-third of the total number of seats. According to the provisions of the Company Act, a special shareholders’ meeting shall be held within 60 days and reelected at this special shareholders’ meeting. The term of the original directors and independent directors will be terminated at the same time when the special shareholders’ meeting is completed.

  1. 5 new directors (including 3 independent directors) shall be elected and their term will begin on October 20, 2021 and end on October 19, 2024, for a total of three years.

  2. The Company’s election of directors is adopted under a candidate nomination system, the list of director candidates has been approved in the 7th session of the Board of Directors’ meeting in 2021 and the shareholders shall elect the directors from the nominees included in the list of director candidates. For the educational background, past work experience and other relevant information of the director candidates, please refer to Attachment 2 (pages 9)

  3. Please proceed with the elections.

Election results:

  • 4 -

Other Proposal

(Proposed by the Board of Directors)

Item: Proposal for releasing restrictions on the prohibition of directors’

participation in competing businesses, please approve.

Explanation: 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.

Type Name of Elected Directors Name of companyand title
Directors Yonglin Capital Holding Co., Ltd.
Representative: Lin Qun-Lun
Assistant manager of the Policy Group of the Chairman's
Office of HON HAI PRECISION IND. CO., LTD.
Director of HEALTHCONN CORP.
Director of GyroGear Ltd.
Director of Apollo Medical Optics Inc.
Director of Apollo Medical Optics, Ltd.
Director of GTM-IDG Biomedical Health Fund
Independent
Director
Chen Yao-Ching Consultant of Tonglit Logistic Co., Ltd.
Independent
Director
Su Wei-Guo Independent Director of YEH-CHIANG TECHNOLOGY
CORP.
Independent
Director
Wu Jing-Heng Vice General Manager of Investment department of Ample
capital co., Ltd.
Senior Consultant of ECMOHO Limited

Resolutions:

  • 5 -

Extraordinary Motions

Meeting Adjournment

  • 6 -

Attachment 1

Foxconn Technology CO., LTD. Articles of Incorporation Amendment Comparison Table

Before amendment After amendment Explanation
Article 2:
The Company’s scope of business
is as follows:
1. Manufacturing, processing and
sale of TVs, fax machines,
video recorders, stereo products
and relevant components
2. Manufacturing, processing and
sale of computer terminals,
computers, displays, electronic
calculators and peripherals,
power supplies and relevant
components 3. Manufacturing,
processing and trading of UPS
(uninterruptible power supply)
systems and equipment
4. Manufacturing, processing and
trading of telephones and
communication equipment
5. Import, export and trading of
all the above products
6. Distribution, quotation and
bidding for products from
domestic and overseas
manufacturers
7. Warehousing (industry code
G801010)
8. CC01080 - Electronics
components Manufacturing
9. C805050 - Industrial plastic
products manufacturing
10. CC01010 - Manufacture of
power generation, transmission
and distribution machinery
11. C801010 - Basic Chemical
Industrial
12. CA02990 - Other Metal
Products Manufacturing (metal
computer casings)
13. I301010 -Information
software services
14. I301020 - Data Processing
Services
15. I301030 - Electronic
information supply services
Article 2:
The Company’s scope of business
is as follows:
1.C801010 Basic Chemical
Industrial
2.C805030 Plastic Daily
Necessities Manufacturing
3.C805050 Industrial Plastic
Products Manufacturing
4.CA02990 Other Metal
Products Manufacturing
5.CC01010 Manufacture of Power
Generation, Transmission and
Distribution Machinery
6.CC01030 Electrical Appliances
and Audiovisual Electronic
Products Manufacturing
7.CC01080 Electronics
Components Manufacturing
8.CC01110 Computer and
Peripheral Equipment
Manufacturing
9.CC01990 Other Electrical
Engineering and Electronic
Machinery Equipment
Manufacturing
10.E603050 Automatic Control
Equipment Engineering
11.E701040 Simple
Telecommunications Equipment
Installation
12.F113050 Wholesale of
Computers and Clerical
Machinery Equipment
13. F119010 Wholesale of
Electronic Materials
14. F213010 Retail Sale of
Electrical Appliances
15. F213030 Retail Sale of
Computers and Clerical
Machinery Equipment
16. F219010 Retail Sale of
Electronic Materials
17. F401010 International Trade
18. G801010 Warehousing
Amended in
accordance with
the Company
Act and
operational
needs.
  • 7 -
16. C805030 - Plastic daily
necessities manufacturing
17. ZZ99999 - All business items
not prohibited or restricted by
law, except those subject to
special approval
19. I301010 Information Software
Services
20. I301020 Data Processing
Services
21. I301030 Electronic
Information Supply Services
22. ZZ99999 All business items
that are not prohibited or
restricted by law, except those
that are subject to special
approval.
23.IG01010 Biotechnology
Services
24.IG02010 Research and
Development Service
25.CF01011 Medical Devices
Manufacturing
26.F108031 Wholesale of
Medical Devices
27.F208031 Retail Sale of
Medical Apparatus
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 July
23,2021.

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 July 23, 2021;31st
amendment on October 20, 2021.
Addition of the
amendment date
  • 8 -

Attachment 2

Foxconn Technology CO., LTD. The list of the Company's director candidates (Including independent directors)

Type Candidate
Name
Educational
Background
Past Experience Concurrent Positions Shareholding
(shares)
Director Yonglin Capital
Holding Co.,
Ltd.
Representative:
Lu Jun-Fu

Master of EMBA
program, Chinese
University of Hong
Kong
Master of EMBA
program, National
Sun Yat-sen
University
CFO and
spokesperson of
Foxsemicon
Integrated
Technology Inc.
- 10,000
Director Yonglin Capital
Holding Co.,
Ltd.
Representative:
Lin Qun-Lun

MBA of intellectual
property institution,
National Chengchi
University
Master degree in
Basic Medicine
institution, Chang
Gung University
Founder, chairman
of the board and
CEO of Apollo
Medical Optics,
Ltd.

Assistant manager of the Policy
Group of the Chairman's Office
of HON HAI PRECISION
IND. CO., LTD.
Director of HEALTHCONN
CORP.
Director of GyroGear Ltd.
Director of Apollo Medical
Optics Inc.
Director of Apollo Medical
Optics, Ltd.
Director of GTM-IDG
Biomedical Health Fund
10,000
Independent
Directors
Chen Yao-Ching
(Note)

Bachelor’s degree
in Cooperative
Economics and
Social
Entrepreneurship,
FengChia
University
Chief Comptroller
and Vice General
Procurement
Manager of Ford
Lio Ho Motor Co.,
Ltd
Independent Director, Audit
Committee Member and
Compensation Committee
Member of Foxconn
Technology Co., LTD
Consultant of Tonglit Logistic
Co.,Ltd.
0
Independent
Directors
Su Wei-Guo Master of EMBA
program, National
Chengchi
University
Senior assistant
manager of China
Life Insurance
Co., Ltd
Senior attorney
of Deloitte &
ToucheCPA Firm
Leading attorney at Anluo Law
Firm
Independent Director of YEH-
CHIANG TECHNOLOGY
CORP.
0
Independent
Directors
Wu Jing-Heng Bachelor’s degree
in Department of
Business and
Secretarial
Sciences, Tamsui
Institute of
Business
Administration
Supply Chain
Director of
Shanghai
Chongbentang
Agricultural
Technology Co.,
Ltd.
General Manager
of Runbang
Industrial Co.,Ltd.
Vice General Manager of
Investment department of
Ample capital co., Ltd.
Senior Consultant of
ECMOHO Limited
0

Note: Mr. Chen Yao-Ching has financial and accounting expertise and rich industry experience, he can provide important advice to the company. Although he has been re-elected as an independent director of the company for three terms, the company still needs to rely on his expertise to supervise the board of directors and provide professional advice. Therefore, the Company continues to nominate him as an independent director of the company.

  • 9 -

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

  • 10 -

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

  • 11 -

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.

  • 12 -

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:

  1. Manufacturing, processing and sale of TVs, fax machines, video recorders, stereo products and relevant components

  2. Manufacturing, processing and sale of computer terminals, computers, displays, electronic calculators and peripherals, power supplies and relevant components

  3. Manufacturing, processing and trading of UPS (uninterruptible power supply) systems and equipment

  4. Manufacturing, processing and trading of telephones and communication equipment

  5. Import, export and trading of all the above products

  6. Distribution, quotation and bidding for products from domestic and overseas manufacturers

  7. Warehousing (industry code G801010)

  8. CC01080 - Electronics components Manufacturing

  9. C805050 - Industrial plastic products manufacturing

  10. CC01010 - Manufacture of power generation, transmission and distribution machinery

  11. C801010 - Basic Chemical Industrial

  12. CA02990 - Other Metal Products Manufacturing (metal computer casings)

  13. I301010 -Information software services

  14. I301020 - Data Processing Services

  15. I301030 - Electronic information supply services

  16. C805030 - Plastic daily necessities manufacturing

  17. 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.

13

Chapter II Shares

Article 5 The authorized capital of the Company is NT$20 billion, consisting of 2 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. The Company’s qualification requirements of employees entitled to receive employee stock options, to receive restricted stock or to receive cash capital increase through a new share issue reseved for employees, 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

14

scope of proxy.

  • 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

15

of the board of directors. If a director is unavailable to attend a meeting in 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.

16

Article 18-1 The annual net income of the Company shall be appropriated in accordance 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.

  • 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.

  • Article 21: The Company may provide endorsements and guarantees and act as a

17

guarantor.

  • 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.

  • 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; thirtieth amendment on July 23, 2021.

18

Appendix 3

Foxconn Technology CO., LTD.

Procedures of election of directors

Article 1: Elections of directors shall be conducted in accordance with these Procedures.

  • Article 2: For the elections of directors, except as otherwise provided by law, each share will have voting rights in numbers equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

  • Article 3: Before the election begins, the Chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.

  • Article 4: (I) The number of directors will be as specified in this Corporation's Articles of Incorporation, with voting rights separately calculated for independent and nonindependent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective number of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

  • (II) Elections of directors shall be conducted in accordance with the candidate nomination system under Article 192 of the Companies Act. Independent directors and non-independent directors should be elected together, and voting rights should be separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective number of votes.

  • Article 5: The Board of Directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting.

  • Article 6: A voter can select a candidate in the Company’s “List of - 91 - Candidates” at the “candidate” column of the ballot. Except for voting rights that are exercised by shareholders electronically.

  • Article 7: A ballot is invalid under any of the following circumstances:

  • (I) The ballot was not prepared in accordance with article 5 of the regulation.

  • (II) The ballot is not placed in the ballot box.

  • (III) A blank ballot is placed in the ballot box.

  • (IV) Two or more candidates are entered in the ballot.

  • (V) The writing is unclear and indecipherable.

  • (VI) Other words are entered in addition to the candidate's information in the candidate list adopted by the Company.

  • (VII) The number of persons enrolled is greater than the number of persons to be elected.

19

(VIII) The sum of the electoral powers cast by the elector exceeds the sum of the electoral powers held by him.

  • Article 8: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the Chair on the site.

  • Article 9: The Board of Directors of this Corporation shall issue notifications to the persons elected as directors.

Article 10: These Rules shall be implemented after adoption by shareholders’ meetings.

20

Appendix 4

Foxconn Technology Co., Ltd.

Shareholdings of All Directors

  1. Minimum and total number of shares held by all directors according to share register as of September 21, 2021
hare register as of September 21,2021
Title Minimum number of shares to be
held
Shares actually held in
share register
(Excluding independent
directors)
Directors 33,947,644 85,003,766

2. Shareholdings of directors as of September 21, 2021

Title Name Shares held in share
register
Chairman Hyield Venture Capital Co., Ltd.
Representative: Guang-Yao Lee
85,003,766
Independent
Director
Lin Song-Shu 0
Independent
Director
Chen Yao-Ching 0
Independent
Director
Yu Hsiang-Tun 7,177

21