Subsidiaries obtaining shares and Supplementary

Hon Hai Precision Industry Co Ld

01 May 2024

 

No: 1

Subject: Subsidiary Foxconn EV Singapore Holdings Pte.Ltd. obtaining Foxconn EVNetherlands Holdings B.V. shares

Contents:

1.Name and nature of the underlying assets (if preferred shares, the termsand conditions of issuance shall also be indicated, e.g., dividend yield, etc.): Foxconn EV Netherlands Holdings B.V.；common shares

2.Date of occurrence of the event: 2024/04/30

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

Transaction quantity: 170,000 shares

Price per unit: USD 2,119.15369

Total transaction amount: USD 360,256,128

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): Newly established company is not applicable; None

5.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:Cash increase;Na

6.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

7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party): Na

8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): Na

9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: None 

10.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:Board of director

11.Net worth per share of the Company's underlying securities acquired or disposed of: NA

12.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 no. of shares held: 170,000 shares

Cumulative monetary amount held: USD 360,256,128

Shareholding percentage: 100%

Restriction of rights: None

13.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: 0.35%, ratio to shareholder's equity: 0.79%

Operating Capital: NTD-241,579,390

14.Broker and broker's fee: None

15.Concrete purpose or use of the acquisition or disposal: Long Term Investment

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

17.Whether the counterparty of the current transaction is a related party: No

18.Date of the board of directors resolution: NA

19.Date of ratification by supervisors or approval by the Audit Committee: NA

20.Whether the CPA issued an unreasonable opinion regarding the current transaction: NA

21.Name of the CPA firm: NA

22.Name of the CPA: NA

23.Practice certificate number of the CPA: NA

24.Whether the transaction involved in change of business model: No

25.Details on change of business modelNa

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

27.Source of funds:private capital

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

No: 2

Subject: Subsidiary Foxconn EV Netherlands Holdings B.V. Foxconn EV Netherlands Axle System B.V. obtaining shares

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.): Foxconn EV Netherlands Axle System B.V.；common shares

2.Date of occurrence of the event: 2024/04/30

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

Transaction quantity: 70,000 shares

Price per unit: EUR 4,744.1537

Total transaction amount: EUR 332,090,759

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): Newly established company is not applicable; None

5.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: Cash increase;Na

6.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

7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party): Na

8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): Na

9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: None 

10.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: Board of director

11.Net worth per share of the Company's underlying securities acquired or disposed of: NA

12.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 no. of shares held: 70,000 shares

Cumulative monetary amount held: EUR 332,090,759

Shareholding percentage: 100%

Restriction of rights: None

13.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: 0.34%, ratio to shareholder's equity: 0.78%

Operating Capital: NTD-241,579,390

14.Broker and broker's fee: None

15.Concrete purpose or use of the acquisition or disposal: Long Term Investment

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

17.Whether the counterparty of the current transaction is a related party: No

18.Date of the board of directors resolution: NA

19.Date of ratification by supervisors or approval by the Audit Committee: NA

20.Whether the CPA issued an unreasonable opinion regarding the current transaction: NA

21.Name of the CPA firm: NA22.Name of the CPA: NA

23.Practice certificate number of the CPA: NA

24.Whether the transaction involved in change of business model: No

25.Details on change of business model: Na

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

27.Source of funds: private capital

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

No: 3

Subject:Subsidiary Foxconn EV Singapore Holdings Pte. Ltd. cancels obtaining ZF Chassis Modules GmbH Common Shares & Class A preferred

Contents:

1.Date of occurrence of the event: 2024/04/30

2.Date of the original announcement and reporting: 2023/07/24

3.Summary of the content originally announced and reported:

Subsidiary Foxconn EV Singapore Holdings Pte. Ltd. acquired ZF Chassis Modules GmbH ordinary shares for not more than EUR 500,000,000 and ZF Chassis Modules GmbH Class A special shares for EUR 60,000,000.

4.Reason for change and its main content:

The investment entity will change from Foxconn EV Singapore Holdings Pte. Ltd. to Foxconn EV Netherlands Axle System B.V. The original investment amount for acquiring ordinary shares of ZF Chassis Modules GmbH, which was not to exceed EUR 500,000,000, has been adjusted to EUR 272,013,759.

5.Effect on the Company's finance and business after the change: None

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

No: 4

Subject: Subsidiary, Foxconn EV Netherlands Axle System B.V. obtaining ZF Chassis Modules GmbH Common Shares &Class A preferred shares

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.):

ZF Chassis Modules GmbH Common Shares

ZF Chassis Modules GmbH Class A Preferred Shares (Dividend annual rate is 3 months SOFR+2%)

2.Date of occurrence of the event: 2024/04/30

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

The equity acquisition status of this transaction is as follows (the per price of per ordinary share and the transaction price are initial transaction price, the final transaction price will still be adjusted according to the investment agreement's adjustment mechanism. If the final transaction price differs from the initial transaction price, it will be announced separately)

(1)Common Shares

Number：25,000 shares

Unit price：EUR 10,880.55036

Monetary amount of the transaction：EUR 272,013,759

(2)Class A Preferred Shares

Number：1 share

Unit price：EUR 60,000,000

Monetary amount of the transaction：EUR 60,000,000

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):

(1)Common Shares：ZF Friedrichshafen AG；None

(2)Class A Preferred Shares：Cash investment is not applied；None

5.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

6.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

7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party): Na

8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): Na

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

Class A preferred shares are convertible preferred shares, with an initial conversion price of EUR 15,464 per share. The actual conversion price will be determined in accordance with the provisions of the transaction contract.

10.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:Negotiated;Market price;Board of Directors

11.Net worth per share of the Company's underlying securities acquired or disposed of: Na

12.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:

(1)Common Shares：

Cumulative no.of shares held: 25,000 shares

Cumulative monetary amount held: EUR 272,013,759

Shareholding percentage: 50%

Restriction of rights: None

(2)Class A preferred shares：

Cumulative no.of shares held: 1 share

Cumulative monetary amount held:not exceeding EUR 60,000,000

Shareholding percentage: Na

Restriction of rights: None

13.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: 0.34%;

Ratio to owners'equity: 0.78%;

Operating Capital: NTD-241,579,390,000

14.Broker and broker's fee: None

15.Concrete purpose or use of the acquisition or disposal: longterm strategic investment

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

17.Whether the counterparty of the current transaction is a related party: NO

18.Date of the board of directors resolution: NA

19.Date of ratification by supervisors or approval by the Audit Committee: NA

20.Whether the CPA issued an unreasonable opinion regarding the current transaction: None

21.Name of the CPA firm: NA

22.Name of the CPA: NA

23.Practice certificate number of the CPA: NA

24.Whether the transaction involved in change of business model: No

25.Details on change of business model: NA

26.Details on transactions with the counterparty for the past year and the expected coming year: NA

27.Source of funds: private capital

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

No: 5

Subject: (Supplementary announcement 2023/10/27) Announcement of investment in ZF Chassis Modules (Shanghai) Co., Ltd. in mainland China

Contents:

1.Date of occurrence of the event: 2024/04/30

2.Date of the original announcement and reporting: 2023/10/27

3.Summary of the content originally announced and reported:

(1)New(redueced) investment method:

Relevant news on 2023/7/24.HON HAI PRECISION will acquire a 50% ownership stake in ZF Chassis Modules GmbH from ZF Friedrichshafen AG, through our 100% owned investment holding company, Foxconn EV Singapore Holdings Pte. Ltd., for an amount not exceeding 500 million euros (excluding any adjustments as per the transaction agreement prior to closing and working capital adjustments, which will be announced separately upon confirmation of the actual amount). This acquisition will indirectly grant HON HAI ownership in ZF Chassis Modules (Shanghai) Co., Ltd., an ZF Chassis Modules GmbH's investment venture in mainland China.

(2)Number of transaction units, price per unit, and total transaction price:

The indirect investment amount in ZF Chassis Modules (Shanghai) Co., Ltd. is not exceeding EUR 202,300,000.

(3)Paid-in capital of the invested company in China:

The restructuring is not yet complete, and the specific amounts are yet to be determined.

4.Reason for change and its main content:

The transaction has been completed, and adjustment and supplementary details are as follows:

(1)New(redueced) investment method:

The company's wholly-owned investment holding company, Foxconn EV Singapore Holdings Pte. Ltd., has made an investment by establishing Foxconn EV Netherlands Holdings B.V. in the Netherlands, holding 100% of the shares.

This entity then established Foxconn EV Netherlands Axle System B.V., also holding 100% of the shares. With a total investment of EUR 272,013,759 (the per price of per ordinary share and the transaction price are initial transaction price, the final transaction price will still be adjusted according to the investment agreement's adjustment mechanism. If the final transaction price differs from the initial transaction price, it will be announced separately), Foxconn EV Netherlands Axle System B.V., acquired a 50% stake of ZF Chassis Modules GmbH from ZF Friedrichshafen AG, indirectly acquiring a 50% stake in ZF Chassis Modules (Shanghai) Co., Ltd. in China.

(2)Number of transaction units, price per unit, and total transaction price:

The indirect investment amount by the company in ZF Chassis Modules (Shanghai) Co., Ltd. in China:  not to exceed EUR 202,300,000. The restructuring is not yet completed, and the detailed is to be determined.

(3)Paid-in capital of the invested company in China:

The restructuring in China is not yet completed, and the detailed amount is to be determined.

5.Effect on the Company's finance and business after the change: None

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

 

END