REG - Hon Hai Prec.Ind.Co - Subsidiaries obtaining shares and Supplementary

Hon Hai Precision Industry CoAnnouncement

01/05/2024 07:00

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RNS Number : 7703M  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

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