Obtaining ZF Foxconn Chassis shares
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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