REG - Hon Hai Prec.Ind.Co - subsidiary adjust the shareholding structure

Hon Hai Precision Industry CoAnnouncement

30/12/2024 12:45

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RNS Number : 6275R  Hon Hai Precision Industry Co Ld  30 December 2024

No:1

Subject:On behalf of the subsidiary Cloud Network Technology Kft., it is
hereby announced to dispose of the shares and equities

Date of events:2024/12/30

Contents:

1.Name and nature of the underlying assets (if preferred shares, the terms and
conditions of issuance shall also be indicated, e.g., dividend yield, etc.):

1) Common shares of Cloud Network Technology USA Inc. and its equities in
Foxconn Assembly LLC and NWEA LLC.

2) Common shares of Ingrasys Technology USA Inc.

3) Common shares of PCE Paragon Solutions (USA) Inc.

4) Common shares of NWE Technology Inc.

5) Common shares of NSG Technology Inc.

6) Common shares of FII USA INC.

2.Date of occurrence of the event:2024/12/30

3.Amount, unit price, and total monetary amount of the transaction:

Total transaction amount: USD 344,978,065

4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of the
Company, the name of the trading counterparty is not required to be
disclosed):

Increase the capital of Fii Holdings USA Inc. by valuing the equities of eight
US subsidiaries including Cloud Network Technology USA Inc. and Ingrasys
Technology USA Inc.; parent and subsidiary companies

5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company and
the trading counterparty, and the previous date and monetary amount of
transfer:

Adjust the shareholding structure; Na

6.Where an owner of the underlying assets within the past five years has been
a related party of the Company, the announcement shall also include the date
and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:Na

7.Matters related to the current disposal of creditors' rights (including
types of collaterals of the disposed creditor's rights; if creditor's rights
over a related party, announcement shall be made of the name of the related
party and the book amount of the creditor's rights, currently being disposed
of, over such related party):Na

8.Profit or loss from the disposal (not applicable in cases of acquisition of
securities) (those with deferral should provide a table explaining
recognition):USD 0

9.Terms of delivery or payment (including payment period and monetary amount),
restrictive covenants in the contract, and other important terms and
conditions:None

10.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the decision
on price, and the decision-making unit:

Method of determining the transaction: Na

Reference basis for price determination: Based on net equity value

Decision-making unit: Board of Directors

11.Net worth per share of the Company's underlying securities acquired or
disposed of:Na

12.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:

Accumulated holding quantity: 0 share

Accumulated holding amount: USD 0

Shareholding proportion: 0%

Situation of restricted rights: None

13.Current ratio of securities investment (including the current trade, as
listed in article 3 of Regulations Governing the Acquisition and Disposal of
Assets by Public Companies) to the total assets and equity attributable to
owners of the parent as shown in the most recent financial statement and
working capital as shown in the most recent financial statement as of the
present:

Proportion to total assets: 1.00%

Proportion to owners' equity: 2.14%

Amount of working capital: NTD -241,579,390 thousands

14.Broker and broker's fee:None

15.Concrete purpose or use of the acquisition or disposal:

Optimize the shareholding structure

16.Any dissenting opinions of directors to the present transaction:None

17.Whether the counterparty of the current transaction is a related party:Yes

18.Date of the board of directors resolution:2024/12/30

19.Date of ratification by supervisors or approval by the Audit Committee:Na

20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:Na

21.Name of the CPA firm:Henan Guangming Certified Public Accountants Co., Ltd.

22.Name of the CPA:Hongxiao Bi

23.Practice certificate number of the CPA:410000050042

24.Whether the transaction involved in change of business model:No

25.Details on change of business model:Na

26.Details on transactions with the counterparty for the past year and the
expected coming year:Na

27.Source of funds:Na

28.Any other matters that need to be specified:None

 

No:2

Subject:Announcement on behalf of the subsidiary Cloud Network Technology Kft.
regarding the acquisition of shares in Fii Holdings USA Inc.

Contents:

1.Name and nature of the underlying assets (if preferred shares, the terms and
conditions of issuance shall also be indicated, e.g., dividend yield,
etc.):common shares of Fii Holdings USA In

2.Date of occurrence of the event:2024/12/30

3.Amount, unit price, and total monetary amount of the transaction:

1) Cash capital increase: 1 million common shares, with the amount of each
share being USD 0.001, totaling USD 1,000

2) Equity capital increase based on valuation: USD 344,978,065Total
transaction amount: USD 344,979,065

4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of the
Company, the name of the trading counterparty is not required to be disclosed)
:

1) Cash capital increase:Not applicable to newly established companies;None

2) Equity capital increase based on valuation: Cloud Network Technology USA
Inc. and its subsidiaries, including Foxconn Assembly LLC, NWEA LLC, Ingrasys
Technology USA Inc., PCE Paragon Solutions (USA) Inc., NWE Technology Inc.,
NSG Technology Inc., and FII USA INC., will make equity investment in
FiiHoldings USA Inc. based on the valuation of their equity; Parent and
subsidiary companies

5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company and
the trading counterparty, and the previous date and monetary amount of
transfer:

1) Cash capital increase: Na

2) Equity capital increase based on valuation: Adjust the shareholding
structure

6.Where an owner of the underlying assets within the past five years has been
a related party of the Company, the announcement shall also include the date
and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:Na

7.Matters related to the current disposal of creditors' rights (including
types of collaterals of the disposed creditor's rights; if creditor's rights
over a related party, announcement shall be made of the name of the related
party and the book amount of the creditor's rights, currently being disposed
of, over such related party):Na

8.Profit or loss from the disposal (not applicable in cases of acquisition of
securities) (those with deferral should provide a table
explainingrecognition):Na

9.Terms of delivery or payment (including payment period and monetaryamount),
restrictive covenants in the contract, and other important terms and
conditions:None

10.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the decision
on price, and the decision-making unit:

The way of determining the transaction: Na

The reference basis for price determination: Cash capital increase: Na ;

Equity capital increase based on valuation: Based on net equity value

Decision-making unit: Board of Directors

11.Net worth per share of the Company's underlying securities acquired or
disposed of:Na

12.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:

Cumulative holding quantity: 1 million shares

Cumulative holding amount: USD 344,979,065

Shareholding proportion: 100%

Situation of restricted rights: None

13.Current ratio of securities investment (including the current trade, as
listed in article 3 of Regulations Governing the Acquisition and Disposal of
Assets by Public Companies) to the total assets and equity attributable to
owners of the parent as shown in the most recent financial statement and
working capital as shown in the most recent financial statement as of the
present:

Proportion to total assets: 1.00%

Proportion to owners' equity: 2.14%

Amount of working capital: NTD -241,579,390 thousands

14.Broker and broker's fee:None

15.Concrete purpose or use of the acquisition or disposal:Long-term investment

16.Any dissenting opinions of directors to the present transaction:None

17.Whether the counterparty of the current transaction is a related party:Yes

18.Date of the board of directors resolution:2024/12/16~2024/12/30

19.Date of ratification by supervisors or approval by the Audit Committee:Na

20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:Na

21.Name of the CPA firm:Henan Guangming Certified Public Accountants Co., Ltd.

22.Name of the CPA:Hongxiao Bi

23.Practice certificate number of the CPA:410000050042

24.Whether the transaction involved in change of business model:No

25.Details on change of business model:Na

26.Details on transactions with the counterparty for the past year and the
expected coming year:Na

27.Source of funds:Na

28.Any other matters that need to be specified:None

 

No:3

Subject:Announcement on behalf of the subsidiary Fii Holdings USA Inc.
regarding the acquisition of shares and equity in eight US subsidiaries

Contents:

1.Name and nature of the underlying assets (if preferred shares, the terms and
conditions of issuance shall also be indicated, e.g., dividend yield, etc.):

1) Common shares of Cloud Network Technology USA Inc. and its equity holdings
in Foxconn Assembly LLC and NWEA LLC.

2) Common shares of Ingrasys Technology USA Inc.

3) Common shares of PCE Paragon Solutions (USA) Inc.

4) Common shares of NWE Technology Inc.

5) Common shares of NSG Technology Inc.

6) Common shares of FII USA INC.

2.Date of occurrence of the event:2024/12/30

3.Amount, unit price, and total monetary amount of the transaction:Total
transaction amount: USD 344,978,065

4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of the
Company, the name of the trading counterparty is not required to be

disclosed):Cloud Network Technology Kft.; parent and subsidiary companies

5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company and
the trading counterparty, and the previous date and monetary amount of
transfer:Na

6.Where an owner of the underlying assets within the past five years has been
a related party of the Company, the announcement shall also include the date
and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:Na

7.Matters related to the current disposal of creditors' rights (including
types of collaterals of the disposed creditor's rights; if creditor's rights
over a related party, announcement shall be made of the name of the related
party and the book amount of the creditor's rights, currently being disposed
of, over such related party):Na

8.Profit or loss from the disposal (not applicable in cases of acquisition of
securities) (those with deferral should provide a table
explainingrecognition):Na

9.Terms of delivery or payment (including payment period and monetaryamount),
restrictive covenants in the contract, and other important terms and
conditions:None

10.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the decision
on price, and the decision-making unit:

The way of determining the transaction: Na

The reference basis for price determination: Net equity value

Decision-making unit: Board of Directors

11.Net worth per share of the Company's underlying securities acquired or
disposed of:Na

12.Cumulative no.of shares held (including the current transaction), their
monetary amount, shareholding percentage, and status of any restriction of
rights (e.g., pledges), as of the present moment:

1) Cloud Network Technology USA Inc.: 10,000 shares; USD 56,215,562

2) Ingrasys Technology USA Inc.: 185,000 shares; USD 17,272,721

3) PCE Paragon Solutions (USA) Inc.: 100,000 shares; USD 16,523,242

4) NWE Technology Inc.: 1,000,000 shares; USD 7,263,965

5) NSG Technology Inc.: 10,000,000 shares; USD 49,258,221

6) FII USA INC.: 100,000 shares; USD 198,444,354

Shareholding proportion: 100% for each

Situation of restricted rights: None

13.Current ratio of securities investment (including the current trade, as
listed in article 3 of Regulations Governing the Acquisition and Disposal of
Assets by Public Companies) to the total assets and equity attributable to
owners of the parent as shown in the most recent financial statement and
working capital as shown in the most recent financial statement as of the
present:

Proportion to total assets: 0.33%

Proportion to owners' equity: 0.70%

Amount of working capital: NT$ -241,579,390 thousand

14.Broker and broker's fee:None

15.Concrete purpose or use of the acquisition or disposal: Optimize the
shareholding structure

16.Any dissenting opinions of directors to the present transaction:None

17.Whether the counterparty of the current transaction is a related party:Yes

18.Date of the board of directors resolution:2024/12/30

19.Date of ratification by supervisors or approval by the Audit Committee:Na

20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:Na

21.Name of the CPA firm:Henan Guangming Certified Public Accountants Co., Ltd.

22.Name of the CPA:Hongxiao Bi

23.Practice certificate number of the CPA:410000050042

24.Whether the transaction involved in change of business model:No

25.Details on change of business model:Na

26.Details on transactions with the counterparty for the past year and the
expected coming year:Na

27.Source of funds:Na

28.Any other matters that need to be specified:None

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