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    6088   KYG3R83K1037

FIT HON TENG LIMITED

(6088)
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FIT Hon Teng : PROPOSALS FOR (1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS AND (3) NOTICE OF ANNUAL GENERAL MEETING

04/30/2021 | 05:00am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in FIT Hon Teng Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited

and carrying on business in Hong Kong as FIT Hon Teng Limited)

(Stock Code: 6088)

PROPOSALS FOR

  1. GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
    1. RE-ELECTIONOF RETIRING DIRECTORS

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of FIT Hon Teng Limited to be held at 66-1, Chungshan Road, Tucheng District, New Taipei City 23680, Taiwan on Friday, June 25, 2021 at 10:00 a.m. is set out on pages 14 to 19 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fit-foxconn.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 10:00 a.m. on June 23, 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this document for measures being taken to try to prevent and control the spread of the COVID-19 virus at the Annual General Meeting, including:

  • compulsory temperature checks
  • recommended wearing of surgical face masks
  • filling in of health declaration forms

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company reminds the Shareholders that they may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

April 30, 2021

CONTENTS

Page

PRECAUTIONARY MEASURES FOR THE

ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

DEFINITIONS . .

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

LETTER FROM THE BOARD

Introduction

. . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Repurchase Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Form of Proxy . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Voting by Poll . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Recommendation

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

APPENDIX I

-

EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . .

8

APPENDIX II

-

DETAILS OF DIRECTORS PROPOSED FOR

RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the outbreak of COVID-19 virus, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

  1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.5 degrees Celsius or who is under 14-day home quarantine ordered by Bureau of Consular Affairs, Ministry of Foreign Affairs, Taiwan may be denied entry into the AGM venue or be required to leave the AGM venue.
  2. Every attendee is required to wear a surgical face mask inside the AGM venue at all times, and to maintain a safe distance between seats.
  3. Every attendee is required to fill in a health declaration form with information including travelling record and health condition.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the Annual General Meeting.

In the interest of all stakeholders' health and safety, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

The proxy form is attached to the AGM Circular for the Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the "Investors" section of the Company's website at https://www.fit-foxconn.com/Document/Material. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If the Shareholders have any questions relating to the Annual General Meeting, please contact Computershare Hong Kong Investor Services Limited, the Company's Share Registrar as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen's Road East

Wanchai, Hong Kong

Website: www.computershare.com/hk/contact

Tel: 852 2862 8555

Fax: 852 2865 0990

- 1 -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:

"AGM" or "Annual General

the annual general meeting of the Company to be held at

Meeting"

66-1, Chungshan Road, Tucheng District, New Taipei

City 23680, Taiwan on Friday, June 25, 2021 at 10:00

a.m., or any adjournment thereof and notice of which is

set out on pages 14 to 19 of this circular

"Articles of Association"

the articles of association of the Company

"Board"

the board of Directors

"Companies Law"

the Companies Law, Cap. 22 (Law 3 of 1961, as

consolidated and revised) of the Cayman Islands as

amended, supplemented or otherwise modified from time

to time

"Company"

FIT Hon Teng Limited (鴻騰六零八八精密科技股份有限

公司), a company incorporated in the Cayman Islands

with limited liability under the name Foxconn

Interconnect Technology Limited and carrying on

business in Hong Kong as FIT Hon Teng Limited, the

Shares of which are listed on the Main Board of the Stock

Exchange

"Director(s)"

the director(s) of the Company

"General Mandate"

a general mandate proposed to be granted to the Directors

at the Annual General Meeting to allot, issue and/or deal

with Shares not exceeding 20% of the number of issued

Shares as at the date of passing of the relevant resolution

granting the General Mandate

"Group"

the Company and its subsidiaries

"Hon Hai"

Hon Hai Precision Industry Co., Ltd. (鴻海精密工業股份

有限公司), a limited liability company established in

Taiwan on February 20, 1974 and listed on the Taiwan

Stock Exchange (Stock Code: 2317), the controlling

shareholder of the Company

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

- 2 -

DEFINITIONS

"Latest Practicable Date"

April 26, 2021, being the latest practicable date prior to

the printing of this circular for the purpose of

ascertaining certain information contained in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange, as amended from time to time

"NT$"

New Taiwan dollars, the lawful currency of Taiwan

"Repurchase Mandate"

a general mandate proposed to be granted to the Directors

at the Annual General Meeting to repurchase Shares not

exceeding 10% of the number of the issued Shares as at

the date of passing of the relevant resolution granting the

Repurchase Mandate

"Securities and Futures

Securities and Futures Ordinance, Chapter 571 of the

Ordinance"

Laws of Hong Kong, as amended from time to time

"Share(s)"

the ordinary share(s) with nominal value of

US$0.01953125 each of the Company

"Shareholder(s)"

the holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Hong Kong Code on Takeovers and Mergers, as

amended from time to time

"US$"

United States dollars, the lawful currency of the United

States

"%"

per cent

- 3 -

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited

and carrying on business in Hong Kong as FIT Hon Teng Limited)

(Stock Code: 6088)

Executive Directors:

Registered office:

LU Sung-Ching(Chairman)

Cricket Square

LU Pochin Christopher

Hutchins Drive

PIPKIN Chester John

P.O. Box 2681

Grand Cayman KY1-1111

Independent Non-executive Directors:

Cayman Islands

CURWEN Peter D

TANG Kwai Chang

Headquarters in Taiwan:

CHAN Wing Yuen Hubert

66-1, Chungshan Road

TRAINOR-DEGIROLAMO Sheldon

Tucheng District

New Taipei City 23680

Taiwan

Principal place of business in Hong Kong: 31/F, Tower Two

Times Square

1 Matheson Street

Causeway Bay

Hong Kong

April 30, 2021

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR

  1. GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
    1. RE-ELECTIONOF RETIRING DIRECTORS

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

- 4 -

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; and (b) the re-election of the retiring Directors.

GENERAL MANDATE TO ISSUE SHARES

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue Shares. At the Annual General Meeting, an ordinary resolution numbered 4(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares not exceeding 20% of the number of issued Shares as at the date of passing of the resolution in relation to the General Mandate.

As at the Latest Practicable Date, 6,892,721,588 Shares have been fully paid. Subject to the passing of the ordinary resolution numbered 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 1,378,544,317 Shares.

In addition, subject to a separate approval of the ordinary resolution numbered 4(C), the number of Shares purchased by the Company under ordinary resolution numbered 4(B) will also be added to extend the General Mandate as mentioned in ordinary resolution numbered 4(A) provided that such additional value shall represent up to 10% of the number of issued Shares as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate.

REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

- 5 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 84 of the Articles of Association, Mr. CURWEN Peter D, Mr. TANG Kwai Chang and Mr. TRAINOR-DEGIROLAMO Sheldon shall retire, and being eligible, offer themselves for re-election as the Directors at the Annual General Meeting.

In respect of the proposed re-election of Mr. CURWEN Peter D, Mr. TANG Kwai Chang and Mr. TRAINOR-DEGIROLAMO Sheldon, the independent non-executive Directors, the Company has received from each of Mr. CURWEN Peter D, Mr. TANG Kwai Chang and Mr. TRAINOR-DEGIROLAMO Sheldon a confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Mr. CURWEN Peter D, Mr. TANG Kwai Chang and Mr. TRAINOR- DEGIROLAMO Sheldon are not involved in any executive management of the Group. Taking into account the above, the Board considers Mr. CURWEN Peter D, Mr. TANG Kwai Chang and Mr. TRAINOR-DEGIROLAMO Sheldon to be independent under the Listing Rules.

The Board is also of the view that Mr. CURWEN Peter D, Mr. TANG Kwai Chang and Mr. TRAINOR-DEGIROLAMO Sheldon would bring to the Board their own perspective, skills and experience, as further described in the details set out in Appendix II to this circular.

Based on the board diversity policy adopted by the Company, the Board considers that Mr. CURWEN Peter D, Mr. TANG Kwai Chang and Mr. TRAINOR-DEGIROLAMO Sheldon can contribute to the diversity of the Board, in particular, with their strong educational background and professional expertise in the areas of connector, accounting or investment management.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 14 to 19 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares and the re-election of the retiring Directors.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting (i.e. before 10:00 a.m. on June

- 6 -

LETTER FROM THE BOARD

23, 2021) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.

VOTING BY POLL

There is no Shareholder who has any material interest in the proposed resolutions regarding the General Mandate and Repurchase Mandate, therefore none of the Shareholders is required to abstain from voting on such resolutions.

Pursuant to Rule 13.39(4) of the Listing Rules and article 66(1) of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of the Annual General Meeting will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same way.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares and the re-election of the retiring Directors are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend that the Shareholders vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By order of the Board

FIT Hon Teng Limited*

LU Sung-Ching

Chairman of the Board

  • Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited and carrying on business in Hong Kong as FIT Hon Teng Limited.

- 7 -

APPENDIX I

EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 6,892,721,588 Shares of nominal value of US$0.01953125 each which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 689,272,158 Shares which represent 10% of the issued Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.

REASONS FOR AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Law, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Law, out of capital.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors believe that if the Repurchase Mandate is exercised in full, it may not have a material adverse impact on the working capital and/or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules), have any present intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Hon Hai, through its wholly-owned subsidiary of Foxconn (Far East) Limited (a company incorporated in the Cayman Islands) which in turn owns all the issued shares of Foxconn (Far East) Limited (a company incorporated in Hong Kong), was interested in 5,179,557,888 Shares, representing approximately 75.15% of the issued Shares.

In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of Hon Hai in the Company will be increased to approximately 83.49% of the issued Shares. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for Hon Hai to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

Save for the Shares purchased by the trustee of the restricted share award schemes of the Company, no repurchases of Shares have been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:

Month

Highest prices

Lowest prices

HK$

HK$

2020

April

1.88

1.56

May

2.39

1.60

June

3.12

2.03

July

4.76

2.95

August

3.95

2.76

September

3.55

2.88

October

4.43

2.95

November

3.20

2.50

December

2.95

2.35

2021

January

3.95

2.57

February

3.61

2.82

March

3.01

2.39

April (up to the Latest Practicable Date)

2.70

2.43

- 10 -

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed herein, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).

Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. CURWEN Peter D, aged 63, was appointed as our independent non-executive Director on November 4, 2016. He is primarily responsible for providing strategic advice and making recommendations on the operations and management of our Company. Mr. Curwen has over 30 years of experience in the connector industry. Prior to joining the Group, Mr. Curwen worked at Amphenol FCI (previously known as E.I. du Pont de Nemours and Company, Berg Electronics Group Inc. and FCI), a company engaged in the connector and cable assembly solutions business, since May 1981, and he served as a vice president and general manager of various business divisions of FCI from 2007 to 2011, and the president of the electronics division from August 2011 to September 2012. From 2012 to 2013, he was a strategy adviser of FCI Holding S.A.S., a company engaged in the electronic connectors and cable assemblies business. In addition, Mr. Curwen was appointed as the President of Conesys, a company engaged in the industrial electronic connectors business, in February 2013.

Mr. Curwen obtained a bachelor's degree in physics from Hartwick College in the United States, and a bachelor's degree in mechanical engineering from Columbia University in the United States, both in 1981.

Mr. Curwen has entered into a letter of appointment with the Company for a term of 3 years commencing from November 4, 2019. Pursuant to the letter of appointment, Mr. Curwen is entitled to an annual director's fee of US$75,000, which has been determined with reference to his duties and responsibilities in the Company, the prevailing market condition and the remuneration policy of the Company and has been reviewed and approved by the remuneration committee of the Company.

- 11 -

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. TANG Kwai Chang (鄧貴彰), aged 68, was appointed as our independent non-executive Director on November 4, 2016. He is primarily responsible for supervising and providing independent judgment for the Board. Mr. Tang is a fellow member of both the Chartered Association of Certified Accountants (admitted on November 8, 1984) and the Hong Kong Institute of Certified Public Accountants (certified on February 23, 1988). Mr. Tang has also been a member of the disciplinary panel of the Hong Kong Institute of Certified Public Accountants since August 2008 and is a convenor of Financial Reporting Review Panel of the Financial Reporting Council.

Mr. Tang has over 35 years of experience in accounting, auditing and audit risk management, including holding senior management positions as vice chairman of Deloitte China and a member of the board of Deloitte Global. He joined Deloitte Haskins & Sells (now Deloitte Touche Tohmatsu) as an audit trainee in 1976, and left in July 1980 as a senior accountant. Mr. Tang joined GPI (Holdings) Limited, a company engaged in the manufacturing and trading of electronics and electrical products, as an assistant finance manager in August 1980. Mr. Tang re-joined Deloitte Touche Tohmatsu in January 1982 as a senior accountant and became a partner in April 1988, and practiced as a certified public accountant. During his 35 years at Deloitte, Mr. Tang was responsible for providing audit and audit related services as well as undertaking management and governance roles within the firm, until he retired in May 2013.

Mr. Tang obtained his diploma in accounting from Hong Kong Baptist College (currently known as Hong Kong Baptist University ("HKBU")) in June 1976. He was an honorary member of the Court of HKBU from January 2007 to December 2011, and a member of the Court of HKBU from November 2011 to October 2020. He was conferred with the Honorary University Fellowship by HKBU in 2017.

Since September 24, 2014, Mr. Tang has been an independent non-executive director and the chairman of audit committee of HKR International Limited (香港興業國際集團有限公司), a company listed on the Stock Exchange (stock code: 480) and is also the chairman of its audit committee. In addition, since April 1, 2017, Mr. Tang has been an independent non-executive director of Bank of Communications (Hong Kong) Limited (交通銀行(香港)有限公司), a company involved in the financial services industry. Furthermore, Mr. Tang is also currently a director for the following two subsidiaries under China Baowu Steel Group Corporation Limited (中國寶武鋼鐵集團有限公司), a company involved in the steel manufacturing industry: Baosteel Resources Co., Ltd (as of July 21, 2016) and Baosteel Resources International Company Limited (as of August 16, 2016). In addition, since December 15, 2017, Mr. Tang has been an independent non-executive director and also a chairman of the audit committee of Tsit Wing International Holdings Limited (捷榮國際控股有限公司), a company listed on the Stock Exchange (stock code: 2119) and a leading provider of integrated B2B coffee and black tea solutions.

- 12 -

APPENDIX II

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Tang has entered into a letter of appointment with the Company for a term of 3 years commencing from November 4, 2019. Pursuant to the letter of appointment, Mr. Tang is entitled to an annual director's fee of US$75,000, which has been determined with reference to his duties and responsibilities in the Company, the prevailing market condition and the remuneration policy of the Company and has been reviewed and approved by the remuneration committee of the Company.

Mr. TRAINOR-DEGIROLAMOSheldon, aged 57, was appointed as our independent non-executive Director on May 10, 2019 and serves as a member of the remuneration committee and nomination committee of the Company. Mr. Trainor-DeGirolamo is currently the Managing Partner of PacBridge Capital Partners (HK) Limited ("PacBridge"), a principal investment firm which he founded in 2009. PacBridge specializes in providing early stage and growth capital to companies seeking to develop disruptive technologies and build scalable businesses, and has advised on more than US$4.0 billion of completed transactions and made numerous investments in companies around the world since its formation.

Prior to establishing PacBridge, Mr. Trainor-DeGirolamo spent around 20 years in investment banking with firms including: Credit Suisse Australia between 1990 and 1994 where he last served as an Associate in the Investment Banking Division; Morgan Stanley Asia between 1994 and 2005 where he last served as a Managing Director and Head of the General Industries Group; and Merrill Lynch between 2005 and 2009 where he was the Head of Investment Banking for Asia and last served as Vice Chairman of Merrill Lynch Asia. During his investment banking career, Mr. Trainor-DeGirolamo developed extensive experience and expertise across many sectors, in particular utilities, industrials, infrastructure and natural resources, providing financial and strategic advice to public and private sector companies, public organizations and government bodies in Asia and around the world.

Between May 2012 and November 2020, Mr. Trainor-DeGirolamo was an Executive Director of Macau Legend Development Limited (澳門勵駿創建有限公司), a company listed on the Stock Exchange (Stock Code: 1680) and one of the leading owners of entertainment and casino gaming facilities in Macau with projects in Laos and Cape Verde. He was a director and chairman of the compensation committee of Athenex, Inc., a biopharmaceutical company which is listed on the NASDAQ Global Select Market (Ticker Symbol: ATNX), between June 2017 and March 2019.

Mr. Trainor-DeGirolamo obtained a Bachelor of Commerce degree from the University of British Columbia in 1988. He currently serves on the Advisory Board of the Sauder School of Business at the University of British Columbia.

Mr. Trainor-DeGirolamo has entered into a letter of appointment with the Company for a term of 3 years commencing from May 10, 2019. Pursuant to the letter of appointment, Mr. Trainor-DeGirolamo is entitled to an annual director's fee of US$75,000, which has been determined with reference to his duties and responsibilities in the Company, the prevailing market condition and the remuneration policy of the Company and has been reviewed and approved by the remuneration committee of the Company.

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited

and carrying on business in Hong Kong as FIT Hon Teng Limited)

(Stock Code: 6088)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of FIT Hon Teng Limited (the "Company") will be held at 66-1, Chungshan Road, Tucheng District, New Taipei City 23680, Taiwan on Friday, June 25, 2021 at 10:00 a.m. for the following purposes:

  1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended December 31, 2020.
  2. (A) To re-elect the following persons as directors of the Company (the "Directors")
      1. Mr. CURWEN Peter D as an independent non-executive Director;
      2. Mr. TANG Kwai Chang as an independent non-executive Director; and
      3. Mr. TRAINOR-DEGIROLAMO Sheldon as an independent non-executive Director;
    1. To authorise the board of Directors to fix the remuneration of the Directors.
  3. To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the board of Directors to fix their remuneration.
  4. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
    1. "That:
      1. subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;
        • 14 -

NOTICE OF ANNUAL GENERAL MEETING

  1. the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
  2. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to:
    1. any Rights Issue (as defined hereinafter);
    2. the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors of the Company, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares;
    3. any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or
    4. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed the aggregate of:
      1. 20% of the number of issued shares of the Company as at the date of passing this resolution; and
      2. (if the Board is so authorised by resolution numbered 4(C)) the aggregate number of shares of the Company repurchased by the Company subsequent to the passing of resolution numbered 4(B) (up to a maximum equivalent to 10% of the number of issued shares of the Company as at the date of passing resolution numbered 4(B)),

and the approval shall be limited accordingly; and

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

    1. for the purpose of this resolution:
      1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
        1. the conclusion of the next annual general meeting of the Company;
        2. the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
        3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution; and
      2. "Rights Issue" means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."
  1. "That:
    1. subject to paragraph (ii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), be and is hereby generally and unconditionally approved;

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

    1. the aggregate number of the shares to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;
    2. subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
    3. for the purpose of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
      1. the conclusion of the next annual general meeting of the Company;
      2. the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
      3. the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the directors of the Company by this resolution."
  1. "That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 4(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 4(B) set out in this notice, provided that such extended amount shall represent up to 10% of the number of issued shares of the Company as at the date of passing of this resolution."

By order of the Board

FIT Hon Teng Limited*

LU Sung-Ching

Chairman of the Board

Hong Kong, April 30, 2021

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

Registered office:

Headquarters in Taiwan:

Cricket Square

66-1, Chungshan Road

Hutchins Drive

Tucheng District

P.O. Box 2681

New Taipei City 23680

Grand Cayman KY1-1111

Taiwan

Cayman Islands

Principal place of business in Hong Kong:

31/F, Tower Two

Times Square

1 Matheson Street

Causeway Bay

Hong Kong

Notes:

  1. Resolution numbered 4(C) will be proposed to the shareholders for approval provided that resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.
  2. The register of members of the Company will be closed from June 22, 2021 to June 25, 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates and properly completed and signed transfer forms must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on June 21, 2021.
  3. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy is appointed.
  4. Form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding of the Annual General Meeting (i.e. before 10:00 a.m. on June 23, 2021) or any adjourned meeting.
  5. In respect of the resolution numbered 2 above, Mr. CURWEN Peter D, Mr. TANG Kwai Chang and Mr. TRAINOR-DEGIROLAMO Sheldon shall retire, and being eligible, offer themselves for re-election as the Directors at the above meeting. Details of the above retiring directors are set out in Appendix II to the circular dated April 30, 2021.
  6. In respect of the resolution numbered 4(A) above, approval is being sought from the shareholders of the Company for a general mandate to issue shares to be given to the Directors.
  7. In respect of the resolution numbered 4(B) above, approval is being sought from the shareholders of the Company for a general mandate to repurchase shares to be given to the Directors. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix I to the circular dated April 30, 2021.

- 18 -

NOTICE OF ANNUAL GENERAL MEETING

  1. In respect of the resolution numbered 4(C) above, approval is being sought from the shareholders of the Company for an extension of the general mandate to be granted to the Directors pursuant to resolution 4(A) to allot shares by adding to it the number of shares repurchased by the Company under the authority granted to the Directors pursuant to resolution 4(B).
  2. The ordinary resolutions set out above will be determined by way of poll.
  • Incorporated in the Cayman Islands with limited liability under the name Foxconn Interconnect Technology Limited and carrying on business in Hong Kong as FIT Hon Teng Limited

- 19 -

Disclaimer

Foxconn Interconnect Technology Ltd. published this content on 30 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2021 08:59:01 UTC.


© Publicnow 2021
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Sales 2021 4 212 M - -
Net income 2021 173 M - -
Net Debt 2021 302 M - -
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Yield 2021 2,03%
Capitalization 1 808 M 1 808 M -
EV / Sales 2021 0,50x
EV / Sales 2022 0,43x
Nbr of Employees 55 402
Free-Float 21,4%
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Mean consensus HOLD
Number of Analysts 6
Average target price 0,37 $
Last Close Price 0,26 $
Spread / Highest target 77,2%
Spread / Average Target 41,2%
Spread / Lowest Target 6,00%
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NameTitle
Sung Ching Lu Chairman & Chief Executive Officer
Chin Tsun Lin Director-Financial & Accounting
Peter D. Curwen Independent Non-Executive Director
Kwai Chang Tang Independent Non-Executive Director
Wing Yuen Chan Independent Non-Executive Director
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