FIT Voltaira acquires equity and assets

Hon Hai Precision Industry Co Ld

11 July 2024

 

No:1

Subject: FIT Voltaira acquires of equity and related assets through a bidding process, and the indirect investments in AK Harness (Taicang) and Changchun AK Sanzhi 

Contents:

1.Date of occurrence of the event:2024/07/11

2.Method of the current increase (decrease) in investment:

FIT Voltaira Autokabel Gruppe GmbH (abbreviated as FIT Voltaira, hereinafter referred to as the "Buyer"), which is an indirectly wholly-owned subsidiary of Foxconn Interconnect Technology Ltd., a 71.05% owned reinvestment company of our company's third-area investment enterprise in Hong Kong, Foxconn (Far East) Ltd., has competitively bid and acquired the following equity and assets for EUR 72.5 million:

(1)Equity: Auto-Kabel Krupka s.r.o. (100%), Auto-Kabel doo Mionica (100%), Auto-Cable S.A.R.L. (100%), Auto-Kabel Rulzheim GmbH & Co. KG (100%), Auto-Kabel Rulzheim Verwaltungs-GmbH (100%), AK Holding AG (100%), and its indirectly held four overseas subsidiaries (100%), including two mainland companies: AK Harness (Taicang) Co. Ltd. (100%) and Changchun AK Sanzhi Aluminium Cable Automobile Parts Co. Ltd.(40%)

(2)Assets: Assets related to production machinery for the high-voltage distribution system business, real estate properties, inventory, orders, personnel, technology and intellectual property rights, trademarks, and other intangible assets.

3.Amount, unit price, and total monetary amount of the transaction:

Total Transaction Amount : EUR 72.5 million (the transaction amount does not include any adjustments made before the closing, nor the adjustments for working capital in accordance with the transaction agreement. The actual amount will be announced separately once confirmed.)

4.Company name of the mainland Chinese investee:

(1)AK Harness (Taicang) Co. Ltd.

(2)Changchun AK Sanzhi Aluminium Cable Automobile Parts Co. Ltd.

5.Paid-in capital of aforementioned mainland Chinese investee:

(1)AK Harness (Taicang) Co. Ltd.:RMB 134,730,636.6

(2)Changchun AK Sanzhi Aluminium Cable Automobile Parts Co. Ltd.: RMB 5,000,000

6.Amount of capital increase currently planned for the aforementioned mainland Chinese investee: None

7.Main businesses of the aforementioned mainland Chinese investee:

(1)AK Harness (Taicang) Co. Ltd.: Development, production, and sale of automotive wire harnesses and related products.

(2)Changchun AK Sanzhi Aluminium Cable Automobile Parts Co. Ltd.: Automotive wire harnesses and other accessories

8.Type of CPA opinion in the latest annual financial statements of the aforementioned mainland Chinese investee: unqualified opinion

9.Total equity of the aforementioned mainland Chinese investee in the latest annual financial statements:

(1)AK Harness (Taicang) Co. Ltd.: RMB 206,201,507.9

(2)Changchun AK Sanzhi Aluminium Cable Automobile Parts Co. Ltd.: RMB 107,792,106.1 

10.Amount of profit/loss of the aforementioned mainland Chinese investee in the latest annual financial statements:

(1)AK Harness (Taicang) Co. Ltd.: RMB (46,781,611.6) 

(2)Changchun AK Sanzhi Aluminium Cable Automobile Parts Co. Ltd.: RMB 99,838,656.6 

11.Amount of actual investment in the aforementioned mainland Chinese investee, up to the present moment:0

12.Trading counterparty and its relationship with the Company:

Auto-Kabel Verwaltungsgesellschaft mbH、Auto-Kabel Hausen GmbH、Ursula Griesenbach、Auto-Kabel Management GmbH、Kabel-Conzept Colonia GmbH、Auto-Kabel Hausen GmbH & Co. Betriebs KG、Auto-Kabel Hausen GmbH & Co. Handels KG; No relationship

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: NA

16.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:

The completion of this transaction is subject to the fulfillment of conditions precedent (including but not limited to obtaining approvals from relevant regulatory authorities).

17.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making unit:

Bid；Bidding decision；Shareholders' Resolution

18.Broker: Translink Corporate Finance

19.Concrete purpose of the acquisition or disposal: Operational needs

20.Any dissenting opinions of directors to the present transaction: None

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 12,625,095,577.26

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:296.40%

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:11.99%

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:27.58%

28.Total amount of actual investment in mainland China, up to the present moment: USD10,963,008,618.91

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:257.38%

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:10.41%

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:

23.95%

32.Amount of recognized profit (loss) on investment in mainland China for the last three years:

2021: NTD 157,233,126,000 

2022: NTD 173,959,823,000 

2023: NTD 177,728,405,000 

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: No

35.Name of the CPA firm: ATAX Accounting Firm

36.Name of the CPA: Danny Cheng

37.Practice certificate number of the CPA: Financial-Supervisory-Securities-corporate-5720

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

 

END