subsidiary adjust the shareholding structure
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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