Reduce more than 10% of its shareholding in BFIH
Source: RNS
Subject: The Company intends to reduce more than 10% of its indirect shareholding in its subsidiary,
Bharat FIH Limited.
Date of events:2022/05/12
Contents:
1.Name of the major subsidiary、Article 7 paragraph 3 subsidiary deemed as the listed company, or a subsidiary of a listed company applies for listing of securities in an overseas securities market for trading:
Bharat FIH Limited (hereinafter referred to as "BFIH")
2.Cause of occurrence of the event (reduce the percentage of shareholding, contributions or lose control ):
Hon Hai Precision Industry Co. Ltd. for identification purposes only, hereinafter referred to as (the Company) holds 100% shareholding interest in BFIH through its Hong Kong-listed subsidiary, FIH Mobile Limited (hereinafter referred to as "FIH", the Company indirectly holds 63.73% shareholding interest in FIH).BFIH intends to apply initial public offering and listing of its Rupee ordinary shares on the National Stock Exchange of India Limited and BSE Limited (hereinafter referred to as "Listing in India ") in order to expand the relevant business markets in India and enhance the competitiveness of BFIH.
3.Method of shareholding or contributions reduction (Please specify the date, reason, method, reduction percentage, volume, unit price, and total amount each time):
BFIH's Listing in India which will issue new shares and BFIH's shareholder, Wonderful Stars Pte. Ltd. (the 100%-indirectly owned subsidiary of FIH) will sell its BFIH's shares for initial public offering. The issue price and sale price are INR 76 per equity share tentatively. Under BFIH's issuance of 12.5% of the shares and Wonderful Stars Pte. Ltd. selling its 12.5% of BFIH shares, the Company's indirect shareholding in BFIH will then be reduced from 63.73% to approximately 47.80%.
4.Method of loss of control(Please specify the date, reason, and method):
The Company's indirect shareholding in BFIH will be reduced from 63.73% to approximately 47.80%.
5.Equity (or capital) recipient or counterparty (please list separately for each transaction):
Sale to the members of the public such as natural persons, corporations and other investors.
6.Relationship with counterparty (Please specify the relationship with counterparty each time):
None
7.Gains (or losses) on disposal (Please specify the gains (or losses) on disposal each time.If there is no gains (or losses), please fill in "NA"):
Disposal benefits：Wonderful Stars Pte. Ltd.is approximately US$298M
8.Cumulative reduction of shareholding in major subsidiaries, Article 7 paragraph 3 subsidiary deemed as the listed company, or a subsidiary of a listed company applies for listing of securities in an overseas securities market for trading so far (including the current transaction):15.93%
9.Shareholding in major subsidiaries, Article 7 paragraph 3 subsidiary deemed as the listed company, or a subsidiary of a listed company applies for listing of securities in an overseas securities market for trading at present (including the current transaction):47.80%
10.Name of independent expert and his/her opinion on reasonableness of pricing in each transaction:
According to the Opinion Letter issued by the independent expert, Samuel Lu, an accountant from Dewan & Company, it concluded that it should be reasonable without prejudice to the rights and interests of the original shareholders of BFIH that BFIH intends to issue new shares and sell its original shares held byBFIH'sshareholder, Wonderful Stars Pte. Ltd. (the 100%-indirectly owned subsidiary of FIH)at the price of INR 76 per equity share tentatively.
11.Name of independent expert and his/her opinion on the impact of reduction of shareholding or loss of control on the rights of the listed company's shareholders:
According to the Opinion Letter issued by the independent expert, Samuel Lu, an accountant from Dewan & Company, it concluded that there should be no doubt of impairment of the Company's shareholders' interest and there will be a positive impact from the Company's reduction in indirect shareholding in BFIH from 63.73% to approximately 47.80% due to BFIH issuing new shares and selling its original shares held by its shareholder, Wonderful Stars Pte. Ltd., (the 100%-indirectly owned subsidiary of FIH) after evaluating the purpose of reducing the indirect shareholding in BFIH, the impact of BFIH's application for listing in India on the Company's finance and business, purpose of transaction, process and price setting method.
12.Any effect on the ongoing listing of the parent company:
It will not affect the ongoing listing of the Company on the Taiwan Stock Exchange.
13.Date of the audit committee resolution:2022/05/12
14.Details of audit committee resolution: Approved
15.Date of the board of directors resolution:2022/05/12
16.Details of board of directors resolution: Approved
17.Any other matters that need to be specified: None
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