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FTC — AGM Information 2021
Nov 5, 2021
52024_rns_2021-11-05_c69f8378-10c9-4665-a7ca-65bd28ec32b9.pdf
AGM Information
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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:
-
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.
-
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:
-
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.
-
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.
-
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)
-
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.