15th Mar 2023 12:57
Subject:The subsidiary ShunSin intends to issue RMB ordinary shares through its subsidiary ShunYun and apply for listing on the mainland China stock exchange
Date of events:2023/03/15
Contents:
1.Date of the board of directors:2023/03/15
2.Date of the shareholders meeting:2023/05/31
3.Name of the subsidiary applying for listing and trading in an overseas
securities market:ShunYun Technology (Zhong Shan) Limited
4.Purpose of applying for listing and trading in an overseas securities market:
ShunYun Technology (Zhong Shan) Limited (hereinafter referred to as "ShunYun"), is a subsidiary of ShunSin Technology Holdings Limited (hereinafter referred to as "ShunSin"), a Taiwan-listed subsidiary of the Company, aims to rapidly expand the relevant business market in the mainland and attract And encourage outstanding professionals and enhance their global competitiveness, it plans to apply for the initial public offering of RMB ordinary shares (A shares) to the stock exchanges in mainland China and list them on the stock exchanges in mainland China (hereinafter referred to as "the Issuance and Listing").
5.Impact on the finance and business of the Company due to apply for listing and trading in an overseas securities market:
(1) financial impact
1. ShunYun is still a consolidated subsidiary of the company after listing. ShunSin's shareholding ratio in ShunYun will be reduced from the current 78.05% to about 70% at the time of listing. It is expected that ShunYun's revenue and profit will increase after the issuance and listing of new businesses. In the future, ShunYun's profits can be attributed to the company's attributable profits, which will have little impact. In addition, the release of ShunYun's shares will not generate profit or loss, but it can
increase the company's shareholders' equity. The specific increase amount will depend on the share release price of ShunYun's listing.
2. ShunYun will be able to quickly use more diversified financing channels to raise funds on the spot, obtain more diversified sources of local funds, optimize the financial structure of the listed subsidiary ShunSin, improve the flexibility of financial scheduling, and accelerate its development in China Mainland China, Vietnam, and global development, in order to attract high-end R & D talents, enhance the company's independent innovation capabilities, strengthen operational competitiveness, and also help to increase the net profit attributable to the company as the holding parent company, which is conducive to the overall shareholders' equity, And pursue the best interest for shareholders.
(2)Impact on business
Through the public offering and listing of shares, ShunYun can effectively enhance the company's popularity, attract excellent R&D talents, speed up product development, and meet customer needs in real-time; it is also easier to integrate into the local manufacturing supply chain, improve production capacity, and rapidly expand in mainland China market, further increasing its product market share and profitability, enabling it to continue to expand its high-speed optical fiber transceiver module business, which will help the company's layout in the new-generation communication field.
6.Proposed changes in the organizational structure and business:
ShunSin, a listed subsidiary of the company in Taiwan, will continue to indirectly hold shares in ShunSin through its wholly-owned subsidiary ShunSin Technology (Hong Kong) Co., Ltd. in the third region in the future. ShunYun will remain a subsidiary of ShunSin. The organizational structure of ShunYun and ShunYun has not been adjusted, so there is no significant impact on the company.
7.Impact of the proposed changes in the organizational structure and business on the listed company:
The nature of ShunYun's business has not changed, but the company's value has been enhanced through this issuance and listing, which has positive benefits for the company's long-term and stable development.
8.Method of shareholding dispersal and proposed percentage of shareholding or contributions reduction:
The par value of the new shares issued and listed by ShunYun this time is RMB 1 per share. According to the relevant laws and regulations of the listing place, the number of new shares to be issued will account for about 10% of the total share capital of ShunYun after the issuance. The company, through its listed subsidiary in Taiwan ShunSin's indirect shareholding ratio in ShunYun is expected to drop from the current 46.46% to approximately 41.66%, while the company's shareholding ratio in ShunSin remains unchanged. However, the final number of listings and the reduction of the shareholding ratio will be determined by ShunYun and the lead underwriter through negotiation in accordance with mainland laws and regulations, capital requirements, communication with mainland regulatory agencies, and market conditions.
9.Basis of price determination:
ShunYun intends to be listed on the Shanghai or Shenzhen Stock Exchange and intends to conduct inquiries and allocations to qualified institutional investors in accordance with the relevant laws and regulations of the listing place, as well as qualified public investors to issue pricing methods or other methods recognized by local securities regulatory agencies.
10.Parties to whom equities (or contributions) are to be assigned or specified persons being contacted:
According to the relevant laws and regulations of the place where the listing is made, the new shares to be issued for this listing are inquiry objects that comply with the laws and regulations of mainland China and regulatory agencies, qualified domestic natural persons, and legal persons, and other investors that comply with the regulations of the China Securities Regulatory Commission.
11.Any effect on the ongoing listing of the listed company:
This issuance and listing is the listing of ShunYun, a subsidiary of Xunxin, a subsidiary of the company listed in Taiwan, on the stock exchanges in mainland China. Based on the comprehensive judgment of the aforementioned equity dilution ratio and financial and business impacts, it will not affect the company's continued listing on the Taiwan Stock Exchange.
12.Date of the special committee or audit committee(on item 4 to item 11):
2023/03/15
13.Any other matters that need to be specified:
(1) Considering the long-term development of ShunYun, it intends to apply to the competent authorities in mainland China for this issuance and listing, but it has not yet formally submitted the application. There are still uncertainties in the timing of future application submission and the length of the review period. Unpredictability.
(2)In order to meet the needs of ShunYun to handle the initial public offering of RMB ordinary shares (A shares) in the mainland China stock market and apply for listing on stock exchanges in mainland China, it is proposed to request the board of directors to authorize the chairman or a person designated by the board of directors to The implementation of the listing plan, the opinions of the relevant government authorities, the laws and regulations of Taiwan and the place of listing, market conditions, or adjustments based on the actual application, and the company has full authority to handle matters related to the issuance and listing of the company, including but not limited to issuing commitments letter, and handle all other matters of the company related to this issuance and listing.
(3)After the case has been reviewed and approved by the audit committee and the resolution of the board of directors, it will be submitted to the shareholders' meeting for discussion according to law.
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