Last checked at 16 Dec 2022 14:49
Subject: Announcement on disposal in Tsinghua Unigroup Ltd. in Mainland China
Contents:
1.Date of occurrence of the event:2022/12/16
2.Method of the current increase (decrease) in investment:
Mainland-based subsidiary Foxconn Industrial Internet Co., Ltd. (hereafter referred to as "FII")via its 99.99% holding in Xingwei (Guangzhou) Industrial Investment Partnership (Limited Partnership) (hereafter referred to as "Xingwei Fund")will dispose of its entire holding in Shengyue (Guangzhou) Industrial Investment Partnership (Limited Partnership) (hereafter referred to as "Shengyue Guangzhou") to Yantai Haixiu IC Investment Center(Limited Partnership) (hereafter referred to as "Yantai Haixiu"). The total transaction amount shall not be less than RMB 5.38 billion, or the highest price at the time of the payment that corresponds to the net value of the 48.91% holding in Shengyue Guangzhou held by Xingwei Fund, or other price agreed to by all parties. Following the disposal, Xingwei Fund's equity in Beijing Zhiguangxin Holdings Co., Ltd. and Tsinghua Unigroup Co., Ltd. is 0%.
3.Amount, unit price, and total monetary amount of the transaction:
The total transaction amount shall not be less than RMB 5.38 billion, or the highest price at the time of the payment that corresponds to the net value of Shengyue Guangzhou held by Xingwei Fund, or other price agreed to by all parties.
4.Company name of the mainland Chinese investee: Tsinghua Unigroup Ltd.
5.Paid-in capital of aforementioned mainland Chinese investee: RMB 670 million
6.Amount of capital increase currently planned for the aforementioned mainland Chinese investee: RMB 0
7.Main businesses of the aforementioned mainland Chinese investee:
Tsinghua Unigroup is a leading digital technology company in mainland China. Its business scopes include integrated circuit design, routers, switches, and servers, etc.
8.Type of CPA opinion in the latest annual financial statements of the aforementioned mainland Chinese investee:
Unqualified opinion in 2019 and no audit has been conducted since then
9.Total equity of the aforementioned mainland Chinese investee in the latest annual financial statements:
The audited number for 2019 is RMB 79.01 billion
10.Amount of profit/loss of the aforementioned mainland Chinese investee in the latest annual financial statements:
The audited number for 2019 is RMB 820 million
11.Amount of actual investment in the aforementioned mainland Chinese investee, up to the present moment: RMB 4,520,329,642
12.Trading counterparty and its relationship with the Company:
Yantai Haixiu IC Investment Center(Limited Partnership)None
13.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
14.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
15.Profit (or loss) upon disposal:
A supplementary announcement shall be issued after calculating the disposal
benefits based on the final transaction amount paid by the counterparty.
16.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
Payment period: After the issuance of the 2022 valuation report of Tsinghua Unigroup Co., Ltd. but no later than March 15, 2023.
Amount: Not less than RMB 5.38 billion, or the highest price at the time of the payment that corresponds to the net value of Shengyue Guangzhou held by Xingwei Fund, or other price agreed to by all parties.
Contract restrictions and other important agreements: None.
17.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit:
Determination of transaction method:
After consulting FII, the investment decision-making committee of Xingwei Fund (appointed by the fund manager) made investment decisions in accordance with the fund's decision-making procedures, to transfer the shares of Shengyue Guangzhou, thereby disposing of the corresponding investment of Tsinghua Unigroup.
The reference basis for determining the transaction price:
Original capital contribution amount and the 2022 valuation report of Tsinghua Unigroup Co., Ltd.
Decision making unit:
Fund manager of Xingwei Fund, which is Beijing Wise Road Asset Management Co., Ltd.
18.Broker:None
19.Concrete purpose of the acquisition or disposal:
Investment planning adjustment
20.Any dissenting opinions of directors to the present transaction: NA
21.Whether the counterparty of the current transaction is a related party: No
22.Date of the board of directors resolution: NA
23.Date of ratification by supervisors or approval by the Audit Committee: NA
24.Total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment:
USD 12,445,120,971.68
25.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to the paid-in capital on the latest financial statements:275.33%
26.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to the total assets on the latest financial statements:11.37%
27.Ratio of the total amount of investment in mainland China (including the current investment) approved by the Investment Commission, up to the present moment, to equity attributable to owners of the parent on the latest financial statements:26.34%
28.Total amount of actual investment in mainland China, up to the present moment: USD 10,931,409,446.69
29.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the paid-in capital on the latest financial statements:241.84%
30.Ratio of the total amount of actual investment in mainland China, up to the present moment, to the total assets on the latest financial statements:9.99%
31.Ratio of the total amount of actual investment in mainland China, up to the present moment, to equity attributable to owners of the parent on the latest financial statements:23.14%
32.Amount of recognized profit (loss) on investment in mainland China for the last three years:
2019: NT$ 105,832,857,000;
2020: NT$ 119,283,719,000;
2021: NT$ 157,233,126,000
33.Amount of profit remitted back to Taiwan for the last three years: None
34.Whether the CPA issued an unreasonable opinion regarding the current transaction: NA
35.Name of the CPA firm: NA
36.Name of the CPA:NA
37.Practice certificate number of the CPA: NA
38.Any other matters that need to be specified: None