REG - Hon Hai Prec.Ind.Co - Obtaining ZF Foxconn Chassis shares

Hon Hai Precision Industry CoAnnouncement

30/12/2024 12:45

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RNS Number : 6300R  Hon Hai Precision Industry Co Ld  30 December 2024

No:1

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

2.Date of occurrence of the event:2024/12/30

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

  19,056,008 Euro equivalent in U.S. dollars

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): Cash investment is not applied; parent and subsidiary companies

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 411,679,376

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:0.39%, ratio to shareholder's equity:0.84%

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

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: YES

18.Date of the board of directors resolution:2024/12/30

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 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:2

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

2.Date of occurrence of the event:2024/12/30

3.Amount, unit price, and total monetary amount of the transaction: EUR
19,056,008

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):Cash investment is not applied; parent and subsidiary companies

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 381,246,767

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:0.38%, ratio to shareholder's equity:0.81%

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

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: YES

18.Date of the board of directors resolution:2024/12/30

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 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:(Supplementary announcement 2024/05/01) 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 Foxconn Chassis Modules GmbH Common Shares

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

2.Date of occurrence of the event:2024/12/30

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 11,642.79068

Monetary amount of the transaction：EUR 291,069,767

(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 the actual
conversion price determined according to the provisions of the Investment
Agreement

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 291,069,767

Shareholding percentage:50%

Restriction of rights: None

(2)Class A preferred shares：

Cumulative number of shares held as of 2024/12/30: 2 shares

Cumulative holding amount as of 2024/12/30: EUR 90,100,000

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:0.38% ;

Ratio to owners'equity:0.81% ;

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:4

Subject:(Supplementary announcement 2023/10/27、2024/05/01) Announcement of
obtaining PRC Investment

Contents:

1.Date of occurrence of the event:2024/12/30

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

The Company reinvested and established a wholly-owned subsidiary, Foxconn EV
Netherlands Holdings B.V., through a 100% subsidiary, Foxconn EV Singapore
Holdings Pte. Ltd., which subsequently reinvested to establish a 100%-owned
Foxconn EV Netherlands Axle System B.V., and acquired a 50% stake in ZF
Foxconn Chassis Modules GmbH (Previously named ZF Chassis Modules GmbH) from
ZF Friedrichshafen AG for EUR 291,069,767, thus indirectly acquiring a 50%
stake in ZF Chassis Modules (Shanghai) Co., Ltd., an enterprise in mainland
China.

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

The indirect investment amount in ZF Chassis Modules (Shanghai) Co., Ltd. is
not exceeding EUR 24,275,219

4.Company name of the mainland Chinese investee:

ZF Chassis Modules (Shanghai) Co., Ltd.

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

RMB 358,073,000

6.Amount of capital increase currently planned for the aforementioned

mainland Chinese investee:0 RMB

7.Main businesses of the aforementioned mainland Chinese investee:

Components wholesales, Automotive Components retails, Technical Services,
Technical R&D.

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

Newly established company, not applicable.

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

Newly established company, not applicable.

10.Amount of profit/loss of the aforementioned mainland Chinese investee in
the latest annual financial statements: Newly established company, not
applicable.

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

12.Trading counterparty and its relationship with the Company: ZF
Friedrichshafen AG, 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: Not applicable.

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: Not applicable.

15.Profit (or loss) upon disposal: Not applicable.

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

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

Decision Method for the Transaction: Negotiation

Basis for Price Determination: Based on market multiples

Decision-Making Body for the Transaction: Board of Directors

18.Broker: None

19.Concrete purpose of the acquisition or disposal: Long-term strategic
investment

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:
USD12,805,293,644.26

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: 287.64%

26.Ratio of the total amount of investment in mainland China (including the
urrent investment) approved by the Investment Commission, up to the present
moment, to the total assets on the latest financial statements: 11.21%

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:28.63%

28.Total amount of actual investment in mainland China, up to the present
moment: USD10,963,036,206.01

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:246.26%

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:9.60%

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:24.51%

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

2020: NTD 119,283,719,000

2021: NTD 157,233,126,000

2022: NTD 173,959,823,000

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

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