Subsidiary Foxconn EV Singapore obtaining shares

Hon Hai Precision Industry Co Ld

24 July 2023

 

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

Date of events:2023/07/24

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:2023/07/24

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

The equity acquisition status of this transaction is as follows (the unit price and transaction amount of common shares subject to  adjustments based on the agreed-upon terms in the transaction contract and general working capital prior to closing. After the actual amount is confirmed, it will be announced separately).

(1)Common Shares

Number：25,000 shares

Unit price：not exceeding EUR 20,000

Monetary amount of the transaction：not exceeding EUR 500,000,000

(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:

(1) Class A preferred shares are convertible preferred shares, with an initial conversion price of EUR 17,715 per share. The actual conversion price will be determined in accordance with the provisions of the transaction contract.

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

(3) This transaction is pending the organizational restructuring of ZF Chassis Modules GmbH. The company will make a separate announcement after the completion of the restructuring of ZF Chassis Modules GmbH, in accordance with relevant regulations.

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;

Subsidiary, Foxconn EV Singapore Holdings Pte. Ltd. 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: not exceeding EUR 500,000,000

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:0.53%;

Ratio to owners'equity:1.36%;

Operating Capital:NTD-183,067,522,000

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: ATAX Accounting Firm

22.Name of the CPA: Danny Cheng

23.Practice certificate number of the CPA:

Financial-Supervisory-Securities-Corporate-5720

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

 

END