5th Jun 2018 11:57
Subject: Accumulated reduction of more than 10% shareholding in major subsidiary, Foxconn Industrial Internet Co., Ltd.
Date of events: 2018/06/05
Contents:
1.Name of the key subsidiary or a subsidiary deemed as a TWSE listed company under Article 7, paragraph 3: Foxconn Industrial Internet Co., Ltd. ("FII")
2.Cause of occurrence: Shareholding reduction
3.Method of reducing the percentage of its direct or indirect shareholding in its key subsidiary or a subsidiary deemed as a TWSE listed company under Article 7, paragraph 3:
(1) Occurrence Date: On 2017/12/6, the extraordinary shareholders' resolution of FII
Occurrence Cause: Reorganization
Method: Share swap
Percentage of shareholding reduction: 5.777%
Number of shares: 17,587,992,199 ordinary shares
Price per share: RMB1 per share
Aggregate transaction amount: N/A
(2) Occurrence Date: On 2018/06/05, the board resolution regarding shareholding reduction in FII by the Company
Occurrence Cause: FII's A Share Initial Public Offering
Method: Initial Public Offering
Percentage of shareholding reduction: 9.423%
Number of shares: 1,969,530,023 ordinary shares
Price per share: RMB13.77 per share
Aggregate transaction amount: RMB27,120,428,416.7
4.Method of losing control over its key subsidiary or a subsidiary deemed as a TWSE listed company under Article 7, paragraph 3: N/A
5.Counterparty to the transaction:
(1) Share swap due to reorganization:
China Galaxy Enterprises Limited、Futaihua Industrial (Shenzhen) Co., Ltd., Ambit Microsystems (Cayman) Ltd., Hongfujin Precision Industry (Shenzhen) Co., Ltd., FG LP, Gong-Ching-Chen Cloud Network Investment LP, Gong-Ching-Chen-Yu-Hong Investment LP, Golden Frame LP, Silver Frame LP, Shing-Yu-Si-Ji-Fong Investment LP, Jui-Hei-Mu-Jing Investment LP, Mu-Ji Xu, Ju-Hei-Chi-Shen Investment LP, Shin-Yu-Hua-Fong Investment LP, Jui-Hei-Chi-Shen Investment LP, Jui-Hei-Tuo-Yuan Investment LP, Gong-Ching-Chen-Yu-Chang Investment LP, Gong-Ching-Chen-Yu-Zhuo Investment LP, Hong Kong Mu Golden Investment Partnership, Jui-Hei-Chi-Yu Investment LP, Mo-Hsi Tu, Takeo Nakagawa, Century Technology(ShenZhen) Co., Ltd, ShenZhen Hen-Zuan-Yu-Fong Consulting Management LP, Hongfujin Precision Electronics (Zhengzhou) Co., Ltd., Argyle Holdings Limited, Joy Even Holdings Limited, Rich Pacific Holdings Limited, Star Vision Technology Limited, Hampden Investments Limited.
(2) FII A share IPO:
Qualified book-building counterparties, individuals, legal entities or other investors who satisfied relevant China regulations (other than those precluded from purchase by law or regulations), and strategic investors.
6.Relationship with the counterparty of the transaction: None.
7.Gain (or loss):N/A
8.Total shareholding percentage decreased after current transaction: 15.2%
9.Current shareholding percentage after the current transaction:84.80%
10.Name of the independent expert and its opinion on the fairness of the price in every transaction: ATAX Accounting Firm; the relevant share swap ratio and issue price of no less than RMB13.46 per share for FII A share IPO should be reasonable.
11.Name of the independent expert and its opinion on the influence over the shareholders' equity of the listed company:
ATAX Accounting Firm; the influence to the Company's shareholders' interests due to above share dilutions should be reasonable
12.Whether the Listed company remains listing or not: Yes.
13.Meeting date of the audit committee: 2018/06/05
14.Resolution of the audit committee's meeting: Approved
15.Meeting date of the board of directors: 2018/06/05
16.Resolution of board of directors' meeting: Approved
Related Shares:
Hon Hai Precsn