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_c69f8378-10c9-4665-a7ca-65bd28ec32b9.pdf

AGM Information

Open in viewer

Opens in your device viewer

FOXCONN TECHNOLOGY CO., LTD. 2021 Special Shareholders’ Meeting Minutes (Translation)

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

Place: No.66-1, Chungshan Rd, Tucheng Industrial Park, Tucheng District, New Taipei City, Taiwan

Total shares represented by shareholders present in person or by proxy: 812,691,539 shares (including 812,066,345 shares casted electronically)

Percentage of shares held by shareholders present in person or proxy: 57.45% of total outstanding shares 1,414,485,192 shares.

  • Chairman: Director Kuang-Yao Lee Recorder: Tracy Liou

Attendees: Kuang-Yao Lee, Director

Jackie Feng and Chien-Ju Hsu, CPA of PWC (Taiwan)

Trina Lu, Attorney

Yuan-Wen Lan, Accounting Supervisor

  • A. Commencement: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

  • B. Chairman’s address: (Omitted)

  • C. Discussion Matter

(Proposed by the Board of Directors)

Subject: Proposal on amendments of the Articles of Incorporation. Please approve.

Explanatory Notes:

  1. In accordance with Article 18 of the Company Law, the company applied for the full coding of the originally registered business item, added a new business item code, and in response to the company's future business development needs, plans to add paragraphs 23 to 27 of the business item.

  2. Please refer to Attachment 1 for the Articles of Incorporation Amendment Comparison table (page 4).

Voting Results: 812,680,538 shares were represented at the time of voting

(including 812,066,345 shares casted electronically)

Votes VotingResults* % of the total represented sharepresent
In Favor 723,489,034 votes
(723,489,034 votes)
89.02%
Against 177,867 votes
(177,867 votes)
0.02%
Invalid 0 votes
(0 votes)
0.00%
Abstained 89,013,637 votes
(88,399,444 votes)
10.95%

*including shares casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was accepted as proposed.

D. Election Matter

(Proposed by the Board of Directors)

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

Explanatory Notes:

  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 re-elected 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.

  2. 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.

  3. 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 6)

  4. Please proceed with the elections.

Election results: Elected directors are as follows:

Yonglin Capital Holding Co., Ltd. Representative: Lu Jun-Fu, 758,746,535 approval votes, Yonglin Capital Holding Co., Ltd. Representative: Lin Qun-Lun, 722,110,255 approval votes. Elected independent directors are as follows:

Chen Yao-Ching, 584,907,245 approval votes,

Su Wei-Guo, 733,418,025 approval votes,

Wu Jing-Heng, 733,400,200 approval votes.

E. Other Proposal

(Proposed by the Board of Directors)

Subject: Proposal for releasing restrictions on the prohibition of directors’ participation in competing businesses, please approve.

Explanatory Notes: 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 Su Wei-Guo Independent Director of YEH-CHIANG TECHNOLOGY
Director CORP.
Independent
Director
Wu Jing-Heng Vice General Manager of Investment department of Ample
capital co., Ltd.
Senior Consultant of ECMOHO Limited

Voting Results: 812,680,538 shares were represented at the time of voting

(including 812,066,345 shares casted electronically)

Votes VotingResults* % ofthe total represented share present
In Favor 722,580,676 votes
(722,580,676 votes)
88.91%
Against 907,952 votes
(907,952 votes)
0.11%
Invalid 0 votes
(0 votes)
0.00%
Abstained 89,191,910 votes
(88,577,717 votes)
10.97%

*including shares casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was accepted as proposed.

F. Extraordinary Motions: None.

G. Meeting Adjourned.

(The translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)

Attachment 1

Foxconn Technology CO., LTD. Articles of Incor oration Amendment Com arison Table p p

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
16. C805030 - Plastic daily
necessities manufacturing
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
19. I301010 Information Software
Services
20. I301020 Data Processing
Services
Amended in
accordance with
the Company Act
and operational
needs.
17. ZZ99999 - All business items not
prohibited or restricted by law,
except those subject to special
approval
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 July23,2021.
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

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
IndustrialCo.,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.