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Hon Hai Prec.Ind.Co (HHPD)

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Thursday 12 May, 2022

Hon Hai Prec.Ind.Co

Merger involves Mainland China Subsidiaries

RNS Number : 2953L
Hon Hai Precision Industry Co Ld
12 May 2022
 

Subject: Merger involves Mainland China Subsidiaries

Contents:

1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer):Merger

2.Date of occurrence of the event:2022/05/12

3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):

HongZhun Precision Tooling (KunShan) Co., Ltd. merged with HongYe Precision

Components (KunShan) Co., Ltd.

4.Counterparty (e.g., name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):

Extended company:HongZhun Precision Tooling (KunShan) Co., Ltd.

Annihilation company:HongYe Precision Components (KunShan) Co., Ltd.

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

6.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:

Both are Company's 100% owned subsidiaries. no effect on equity.

7.Purpose/objective of the merger and acquisition:Integrate internal resources

8.Anticipated benefits of the merger and acquisition:RMB 5,480,000

9.Effect of the merger and acquisition on net worth per share and earnings per share:Na

10.Merger closing procedure, including payment time and method for consideration: Na

11.Type of merger consideration and source of funds:Na

12.Share exchange ratio and basis of its calculation:Share exchange according to the original registered capital of HongZhun Precision Tooling (KunShan) Co., Ltd.

13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:Na

14.Name of the CPA, law or securities firm:Na

15.Name of the CPA or lawyer:Na

16.Practice certificate number of the CPA:Na

17.Independent expert's report on the reasonableness of the share exchange ratio and the cash or other assets paid to the shareholders (1.The method, principles, or calculations adopted for determination of the public tender offer price, and comparison with the market-value method, cost method, and discounted cash flow method commonly used internationally; 2.comparison of the financial condition, profit status, and price-to-earnings ratio of the subject company with those of TWSE or GTSM listed companies in the same industry; 3.if a price appraisal report of an appraisal organization is taken into account in the public tender offer price, the opinion shall specify the content and conclusion of the appraisal report; and 4.if assets or shares of the subject company, or of the surviving company in the case of a merger, are listed as collateral in the tender offeror's financing repayment plan, the opinion shall disclose the collateralization terms, and assessment of the impact on the financial and operational soundness, of the subject company or of the surviving company of the merger.):Na

18.Scheduled timetable for consummation:2022/06/30

19.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:HongZhun Precision Tooling (KunShan) Co., Ltd. entity will assume all HongYe Precision Components (KunShan) Co., Ltd. asset and liability.

20.Basic information of companies participating in the merger:

HongZhun Precision Tooling (KunShan) Co., Ltd.:developmentproduction of

precision moldselectronic equipmentcomputing machinery and equipment

HongYe Precision Components (KunShan) Co., Ltd.:production of information

products precision componentselectronic and communications products

21.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off):Na

22.Conditions and restrictions on future transfers of shares resulting from the merger and acquisition:Na

23.Post merger plan (including 1.willingness to continue operating the business of the company, and the content of plans to that effect; 2.if any, dissolution of the company; its delisting from an exchange (or OTC market); material changes in its organization, capital, business plan, financial operations, or production; or any other matter of material significance that would affect the company's shareholder equity):Na

24.Other important stipulations:None

25.Other important matters concerning the merger and acquisition:None

26.Whether the directors have any objection to the present transaction:None

27.Information regarding directors with personal interest (name of natural person director or name of legal person director and its representative, material interest of the director or the legal person represented by the director (including but not limited to form of actual or expected investment in another company in the merger, shareholding, transaction price, participation in the subject company's business or otherwise, and other terms of investment), reason for recusal or otherwise, details of recusal, and reason for a resolution for or against the merger proposal):None

28.Whether the transaction involved in change of business model:None

29.Details on change of business model:NA

30.Details on transactions with the counterparty for the past year and the expected coming year:None

31.Source of funds:None

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

 

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