REG - Hon Hai Prec.Ind.Co - The disposal & obtaining of PRC investment

Hon Hai Precision Industry CoAnnouncement

23/03/2022 10:00

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RNS Number : 7456F  Hon Hai Precision Industry Co Ld  23 March 2022

No:1

Subject:To announce the disposal of PRC investment

Contents:

1.Date of occurrence of the event:2022/03/23

2.Method of the current increase (decrease) in investment:

The Company's subsidiary Conpetition Optical Technology Limited disposal
disposal Nanjing Hongfusharp Precision Electronics Co., Ltd.28.43% shares

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

Total monetary amount of the transaction:RMB 155,051,115.83

4.Company name of the mainland Chinese investee:

Nanjing Hongfusharp Precision Electronics Co., Ltd.

5.Paid-in capital of aforementioned mainland Chinese investee:USD 598,014,435

6.Amount of capital increase currently planned for the aforementioned mainland
Chinese investee:Na

7.Main businesses of the aforementioned mainland Chinese investee:

flat TV, liquid crystal, projection, projection

8.Type of CPA opinion in the latest annual financial statements of the
aforementioned mainland Chinese investee:Unqualified opinion

9.Total equity of the aforementioned mainland Chinese investee in the latest
annual financial statements:RMB 567,016,313.68

10.Amount of profit/loss of the aforementioned mainland Chinese investee in
the latest annual financial statements:RMB -931,423,236.99

11.Amount of actual investment in the aforementioned mainland Chinese
investee, up to the present moment:USD 170,000,000

12.Trading counterparty and its relationship with the Company:

HongFuJin Precision Electronics (ZhengZhou) Co., Ltd.;affiliate

13.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:

Choosing the related party as trading counterpart:Structural adjustment The
identity of the previous owner:Cash investment is not applied; Relationship
with the company:parent and subsidiary companies; The date of
acquisition:2017/06/14、2018/01/16 Price of transfer:USD 30,000,000、USD
140,000,000

14.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:

The date of acquisition:2017/06/14、2018/01/16

Price of transfer:USD 30,000,000、USD 140,000,000

Relationship with the company:parent and subsidiary companies

15.Profit (or loss) upon disposal:RMB 0

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

17.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:Book value
;Board of Directors

18.Broker:None

19.Concrete purpose of the acquisition or disposal:Structural adjustment

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

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

22.Date of the board of directors resolution:2022/03/23

23.Date of ratification by supervisors or approval by the Audit
Committee:2022/03/23

24.Total amount of investment in mainland China (including the current
investment) approved by the Investment Commission, up to the present
moment:USD 12,226,685,429.56

25.Ratio of the total amount of investment in mainland China (including the
current investment) approved by the Investment Commission, up to the present
moment, to the paid-in capital on the latest financial statements:244.13%

26.Ratio of the total amount of investment in mainland China (including the
current investment) approved by the Investment Commission, up to the present
moment, to the total assets on the latest financial statements:10.08%

27.Ratio of the total amount of investment in mainland China (including the
current investment) approved by the Investment Commission, up to the present
moment, to equity attributable to owners of the parent on the latest financial
statements:24.52%

28.Total amount of actual investment in mainland China, up to the present
moment:

USD 10,931,341,859.59

29.Ratio of the total amount of actual investment in mainland China, up to the
present moment, to the paid-in capital on the latest financial
statements:218.26%

30.Ratio of the total amount of actual investment in mainland China, up to the
present moment, to the total assets on the latest financial statements:9.02%

31.Ratio of the total amount of actual investment in mainland China, up to the
present moment, to equity attributable to owners of the parent on the latest
financial statements:21.92%

32.Amount of recognized profit (loss) on investment in mainland China for the
last three years:

2019: NT$ 105,832,857,000;

2020: NT$ 119,283,719,000

2021: NT$ 157,233,126,000

33.Amount of profit remitted back to Taiwan for the last three years:None

34.Whether the CPA issued an unreasonable opinion regarding the current
transaction:None

35.Name of the CPA firm:ATAX Accounting Firm

36.Name of the CPA:Danny Cheng

37.Practice certificate number of the CPA:

Financial-Supervisory-Securities-Corporate-5720

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

 

No:2

Subject:Subsidiary,HongZhun Precision Tooling (KunShan) Co., Ltd. disposal
Nanjing Hongfusharp Precision Electronics Co., Ltd. Shares

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.):Nanjing Hongfusharp Precision Electronics Co., Ltd. Shares

2.Date of occurrence of the event:2022/03/23

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

Total monetary amount of transaction:RMB 194,045,747.98

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):HongFuJin Precision Electronics (ZhengZhou) Co., Ltd.;affiliate

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；

Choosing the related party as trading counterpart:Structural adjustment

The identity of the previous owner:Debt-equity swap is not applied;

Relationship with the company:affiliate;

The date of acquisition:2020/12/31

Price of transfer:USD 212,815,950

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:

The date of acquisition:2020/12/31

Price of transfer:USD 212,815,950

Relationship with the company:affiliate;

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):RMB 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:

Book value ;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 monetary amount held:RMB 0

Shareholding percentage:0%

Restriction of 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:

Ratio to total assets:0.03%;

Ratio to owners'equity:0.06%;

Operating Capital:NTD-145,929,827,000

14.Broker and broker's fee:None

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

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:2022/03/23

19.Date of ratification by supervisors or approval by the Audit
Committee:2022/03/23

20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:None

21.Name of the CPA firm:ATAX Accounting Firm

22.Name of the CPA:Danny Cheng

23.Practice certificate number of the
CPA:Financial-Supervisory-Securities-Corporate-5720

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:None

27.Source of funds:Na

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

 

No:3

Subject:Subsidiary,FuXiang Precision Industrial (KunShan) Co., Ltd. disposal
Nanjing Hongfusharp Precision Electronics Co., Ltd. Shares

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.):Nanjing Hongfusharp Precision Electronics Co., Ltd. Shares

2.Date of occurrence of the event:2022/03/23

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

Total monetary amount of transaction:RMB 78,316,333.53

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):HongFuJin Precision Electronics (ZhengZhou) Co., Ltd.;affiliate

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；

Choosing the related party as trading counterpart:Structural adjustment

The identity of the previous owner:Debt-equity swap is not applied;

Relationship with the company:affiliate;

The date of acquisition:2020/12/31

Price of transfer:USD 85,860,644

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:

The date of acquisition:2020/12/31

Price of transfer:USD 85,860,644

Relationship with the company:affiliate;

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):RMB 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:Book value ;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 monetary amount held:RMB 0

Shareholding percentage:0%

Restriction of 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:

Ratio to total assets:0.15%;

Ratio to owners'equity:0.35%;

Operating Capital:NTD-145,929,827,000

14.Broker and broker's fee:None

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

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:2022/03/23

19.Date of ratification by supervisors or approval by the Audit
Committee:2022/03/23

20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:None

21.Name of the CPA firm:ATAX Accounting Firm

22.Name of the CPA:Danny Cheng

23.Practice certificate number of the
CPA:Financial-Supervisory-Securities-Corporate-5720

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:None

27.Source of funds:Na

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

 

 

No:4

Subject:Subsidiary,FuDing Electronic Technology (JiaShan) Co., Ltd. disposal
Nanjing Hongfusharp Precision Electronics Co., Ltd. Shares

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.):Nanjing Hongfusharp Precision Electronics Co., Ltd. Shares

2.Date of occurrence of the event:2022/03/23

3.Amount, unit price, and total monetary amount of the transaction:Total
monetary amount of transaction:RMB 91,787,266.46

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):HongFuJin Precision Electronics (ZhengZhou) Co., Ltd.;affiliate

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；Choosing the related party as
tradingcounterpart:

Structural adjustment

The identity of the previous owner:Debt-equity swap is not applied;

Relationship with the company:affiliate;

The date of acquisition:2020/12/31

Price of transfer:USD 100,637,420

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:

The date of acquisition:2020/12/31

Price of transfer:USD 100,637,420

Relationship with the company:affiliate;

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):RMB 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:

Book value ;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 monetary amount held:RMB 0

Shareholding percentage:0%

Restriction of 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:

Ratio to total assets:0.16%;

Ratio to owners'equity:0.39%;

Operating Capital:NTD-145,929,827,000

14.Broker and broker's fee:None

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

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:2022/03/23

19.Date of ratification by supervisors or approval by the Audit
Committee:2022/03/23

20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:None

21.Name of the CPA firm:ATAX Accounting Firm

22.Name of the CPA:Danny Cheng

23.Practice certificate number of the
CPA:Financial-Supervisory-Securities-Corporate-5720

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:None

27.Source of funds:Na

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

 

No:5

Subject:Subsidiary, HongFuJin Precision Electronics (ZhengZhou) Co., Ltd.
obtaining Nanjing Hongfusharp Precision Electronics Co., Ltd. Shares

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.):

Nanjing Hongfusharp Precision Electronics Co., Ltd. Shares

2.Date of occurrence of the event:2022/03/23

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

Total monetary amount of transaction:RMB 545,378,601.46

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):

Competition Optical Technology Limited、HongZhun Precision Tooling (KunShan)
Co., Ltd.、FuXiang Precision Industrial (KunShan) Co., Ltd.、FuDing
Electronic Technology (JiaShan) Co., Ltd.、HongFuJin Precision Industrial
(YanTai) Co., Ltd.;affiliate

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:Structural adjustment；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):Na

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:

Book value ;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 monetary amount held:RMB 545,378,601.46

Shareholding percentage:100%

Restriction of 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:

Ratio to total assets:0.93%;

Ratio to owners'equity:2.25%;

Operating Capital:NTD-145,929,827,000

14.Broker and broker's fee:None

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

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:2022/03/23

19.Date of ratification by supervisors or approval by the Audit
Committee:2022/03/23

20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:None

21.Name of the CPA firm:Yangji CPAs

22.Name of the CPA:Hung Kuo-chao

23.Practice certificate number of the
CPA:Financial-Supervisory-Securities-Corporate-7064

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:None

27.Source of funds:private capital

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

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