Last checked at 6 Jul 2020 07:00
Subject: Subsidiary, Foxconn Industrial Internet Co.,Ltd. obtaining Digiwin Software Co.,Ltd. common Shares
Date of events:2020/07/04
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.):
Digiwin Software Co.,Ltd. common shares
2.Date of occurrence of the event:2020/07/04
3.Amount, unit price, and total monetary amount of the transaction:
Amount: 39,971,265 shares
Init price:RMB14
Total transaction amount:RMB559,797,710 (Including handling fees RMB200,000)
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):
Digital China Software(BVI) Limited ;None
5.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
After completion of the following Conditions Precedent to the Closing, Fii pays 25% of the equity purchase price:
(1)The transferor obtains the authorization and approval of the transferor's board of directors and shareholders on this transaction
(2)The transaction is approved by the China Securities Regulatory Commission, Shenzhen Stock Exchange, and relevant Chinese regulatory and government entities
(3)Election of two director candidates designated by Foxconn Industrial Internet Co., Ltd. to the board of directors of the target company
(4) The transferor issues a written statement that it has complied with the obligations, representations and warranties specified in the share purchase agreement
(5) No incidents have occurred that prevent the target company from continuing normal operations or have any material adverse impact on the target company's business After the completion of equity transfer, Fii pays the remaining 75% of the equity purchase price
6.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 manner of deciding on this transaction: Negotiate
The reference basis for the decision on price: According to relevant rules and regulations announced by China Securities Regulatory Commission and Shenzhen Stock Exchange and market conditions.
The decision-making department: According to the company's Investment Committee and approved processes.
7.Net worth per share of the Company's underlying securities acquired or disposed of:NTD21.42
8.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 amount held:39,971,265 shares
Cumulative monetary amount held:RMB559,797,710
Shareholding percentage:15.19%
Restriction of rights: None
9.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:
Ratio to total assets:5.407%;
Ratio to owners'equity:13.508%;
Operating Capital:NTD-104,738,702,000
10.Concrete purpose or use of the acquisition or disposal:
Long Term Investment