Last checked at 16 Mar 2022 11:29
Subject: Subsidiary Bharat FIH Limited intends to apply for listing in India through an initial public offering of Rupees ordinary shares
Date of events:2022/03/16
Contents:
1.Date of the board of directors:2022/03/16
2.Date of the shareholders meeting:2022/05/31
3.Name of the subsidiary applying for listing and trading in an overseas securities market: Bharat FIH Limited
4.Purpose of applying for listing and trading in an overseas securities market: Bharat FIH Limited (hereinafter referred to as "BFIH"), a subsidiary of FIH Mobile Limited (hereinafter referred to as "FIH"), a subsidiary listed in Hong Kong of Hon Hai Precision Industry Co. Ltd. (hereinafter referred to as "the Company"), intends to apply an initial public offering of Rupee ordinary shares to the National Stock Exchange of India Limited and BSE Limited and apply for listing (hereinafter referred to as "IPO Listing") in order to expand the relevant business markets in India and enhance the competitiveness of BFIH.
5.Impact on the finance and business of the Company due to apply for listing and trading in an overseas securities market:
5.1 Financial impact
(1)BFIH remains a consolidated subsidiary of the Company (Group) after its listing. FIH's shareholding in BFIH will be reduced from current 100% to 75% after listing, and the dilution of equity will affect the attributable profit of BFIH that can be attributed to the Company (Group) in the future. The impact is not significant, as the revenue and profit of BFIH will increase due to the introduction of new business after the IPO; the release of FIH shares will not generate profit or loss, but will increase the shareholders' equity of the Company (Group), representing approximately 0.2% @of the shareholders' equity of the Company (Group). In addition, 12.5% of the proceeds from FIH's share release is expected to be used for not less than 40% to pay special cash dividends to shareholders.
(2)After BFIH is listed on the Indian capital market, the Company (Group) will have independent fund-raising capabilities in India, providing a more efficient financing environment for the Company's future working capital and capital expenditure needs. It will help BFIH to expand and develop its business in the Indian market in the future as well as enhance the global competitiveness of the Company (Group).
5.2 Impact on business
(1)After the listing of BFIH in India, the Company (Group) will be well known in the Indian capital market. It allows local financial institutions, international rating agencies and investors to better understand the important position of BFIH in the Indian electronics OEM (Original Equipment Manufacturer) industry, and then invest in BFIH so that it has sufficient funds to deepen the electronic OEM business in India and develop into other fields.
(2)In addition, it will help to attract other well-known international manufacturers to cooperate with the Company (Group) to jointly develop the Indian market.
6.Proposed changes in the organizational structure and business:
6.1 Organizational structure adjustment
FIH will still indirectly hold the share interest in BFIH through its wholly-owned subsidiaries in the third region, Execustar International Limited, Worthy Ray Limited, Wonderful Stars Pte. Ltd. and Aptech Electronics Pte. Ltd., and BFIH will remain a subsidiary of FIH. In addition, the Company (Group) has not adjusted the shareholding structure of FIH and the organizational structure of BFIH itself.
6.2 Business adjustment
With the division of labor of the Company (Group), the business nature of BFIH has not changed. The BFIH IPO will improve the transparency of BFIH and FIH's respective business operations, finance and governance and enhance the actual intrinsic value, which will have positive benefits for the development of the Company (Group).
7.Impact of the proposed changes in the organizational structure and business on the listed company: In conclusion, the IPO Listing as a whole has no significant impact on the Company (Group).
8.Method of shareholding dispersal and proposed percentage of shareholding or contributions reduction: BFIH will release its shares by issuing new shares and selling its original shares held by its original shareholder, Wonderful Stars Pte. Ltd., with a dilution ratio of approximately 12.5% each. FIH's shareholding in BFIH will be reduced from 100% to approximately 75%. The shareholding of the Company (Group) in FIH remains unchanged. However, the final number of issued shares and the reduction of the shareholding will be determined by BFIH through negotiation with the underwriters in accordance with laws and regulations, capital needs, communication with regulators and market conditions.
9.Basis of price determination: It will be determined in accordance with the SEBI ICDR Regulations and the applicable SEBI guidelines, rules, regulations and circulars.
10.Parties to whom equities (or contributions) are to be assigned or specified persons being contacted: Sale to the members of the public under the SEBI ICDR Regulations.
11.Any effect on the ongoing listing of the listed company: The IPO Listing of the subsidiary of FIH, a Hong Kong-listed subsidiary of the Company (Group), will be listed and traded in overseas securities markets. According to the comprehensive judgment of the aforementioned equity dilution ratio and financial and business impact, it will not affect the ongoing listing of the Company on the Taiwan Stock Exchange.
12.Date of the special committee or audit committee(on item 4 to item 11):
2022/03/16
13.Any other matters that need to be specified: None