Company Announcements

Subject: To announce the obtaining of PRC investment

Contents:

1.Date of occurrence of the event:2022/12/31

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

Foxconn Interconnect Technology Singapore Pte. Ltd. (a wholly-owned subsidiary of Foxconn Interconnect Technology Ltd. ("FIT"), which is an investment holding vehicle held as to 71.16% by Foxconn (Far East) Ltd., the Company's third-area investee company in Hong Kong) will acquire 100% shareholding in Prettl SWH GmbH from Prettl Produktions Holding GmbH and SWH International Holding GmbH at a price not exceeding EUR191,600,000 (not including customary working capital adjustments to be made prior to closing, and not including interest to be charged on the consideration between signing and closing), thereby indirectly acquiring a shareholding in Prettl Kabelkonfektion GmbH and further indirectly acquiring shareholdings in PRETTL Electric Shanghai Co., Ltd. and PRETTL Automotive Components (Shanghai) Co., Ltd., being investee companies in Mainland China.

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

3.1 Acquire 100% shareholding in Prettl SWH GmbH from Prettl Produktions Holding GmbH and SWH International Holding GmbH as follows ( unit price, and total monetary amount not including customary working capital adjustments to be made prior to closing, and not including interest to be charged on the consideration between signing and closing):

(1)Trading counterparty:PRETTL Electric Shanghai Co., Ltd.

12,750 shares at not exceeding EUR 7,664 each per ;

Total amount equals not exceeding EUR 97,716,000 

(2)Trading counterparty:PRETTL Automotive Components (Shanghai) Co., Ltd.:

12,250 shares at not exceeding EUR 7,664 each per ;

Total amount equals not exceeding EUR 93,884,000 

3.2 The company's indirect investment amount in mainland investment enterprises

(1)PRETTL Electric Shanghai Co., Ltd.:not exceeding USD 40,625,267

(2)PRETTL Automotive Components (Shanghai) Co., Ltd.: not exceeding USD 3,947,262

4.Company name of the mainland Chinese investee:

4.1 PRETTL Electric Shanghai Co., Ltd.

4.2 PRETTL Automotive Components (Shanghai) Co., Ltd.

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

5.1 PRETTL Electric Shanghai Co., Ltd.:RMB 32,013,747.59

5.2 PRETTL Automotive Components (Shanghai) Co., Ltd.:RMB 27,254,317.25

6.Amount of capital increase currently planned for the aforementioned mainland Chinese investee:RMB 0

7.Main businesses of the aforementioned mainland Chinese investee:

7.1 PRETTL Electric Shanghai Co., Ltd.: design, development and manufacture of automotive and household electrical appliance parts, provision of relevant after-sales services and technical consultation, and sale of self-manufactured products.

7.2 PRETTL Automotive Components (Shanghai) Co., Ltd.: manufacture of novel electronic components, sale of self-manufactured products, and provision of after-sales services.

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

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

9.1 PRETTL Electric Shanghai Co., Ltd.:RMB 207,056,536.87

9.2 PRETTL Automotive Components (Shanghai) Co., Ltd.:RMB 80,452,360.07

10.Amount of profit/loss of the aforementioned mainland Chinese investee in the latest annual financial statements:

10.1 PRETTL Electric Shanghai Co., Ltd.:RMB 10,007,426.39

102 PRETTL Automotive Components (Shanghai) Co., Ltd.:RMB 3,667,176.05

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

12.Trading counterparty and its relationship with the Company:

Prettl Produktions Holding GmbH and SWH International Holding GmbH；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: Na

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:Na

15.Profit (or loss) upon disposal:Na

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

The Purchaser's and the Sellers' obligation to carry out Closing is conditional on the fulfillment (or waiver in writing) of the following Conditions Precedent:

(a)the competent merger control authorities of a number of jurisdictions having granted (or being deemed to have granted) their consent, approval, clearance, confirmation or licence under the applicable merger control laws;

(b)the competent foreign investment control authority of Germany having granted (or being deemed to have granted) its consent, approval, clearance, confirmation or licence under the applicable foreign direct investment laws; and

(c)the assignment to Prettl SWH of all rights, title and interest of a certain affiliate of Prettl Produktions in and to a certain patent application pursuant to a patent assignment agreement to be executed, and the filing of such executed patent assignment agreement with the applicable governmental entity.

Neither the Purchaser nor the Sellers may waive the Conditions Precedent listed in paragraphs (a) and (b) above. The Purchaser may, at any time on or before the Purchaser Longstop Date, waive by written notice in whole or in part and conditionally or unconditionally the Condition Precedent listed in paragraph (c) above.

Payment of Consideration

At Closing, the Purchaser shall pay the Consideration in one of the following manners:

(a)in the case that, at Closing, the Base Price Adjustments are merely based on estimated figures provided by the Sellers in good faith but have not been agreed and finalized between the Sellers and the Purchaser, (i) EUR9.0 million shall be paid to an escrow account administered by an independent notary (the "Escrow Account") as security deposit for potential claims by the Purchaser against the Sellers in connection with any difference between the estimated and finalized Base Price Adjustments, any non-permitted value leakage out of Prettl SWH Group not notified at Closing or any breach of warranty, indemnity or other provision under the Share Purchase Agreement; and (ii) the remainder of the Consideration shall be paid to the Sellers largely in proportion to their shareholding in Prettl SWH; or

(b)in the case that, at Closing, the Base Price Adjustments have been agreed and finalized between the Sellers and the Purchaser, (i) EUR4.0 million shall be paid to the Escrow Account as security deposit for potential claims by the Purchaser against the Sellers in connection with any non-permitted value leakage out of Prettl SWH Group not notified at Closing or any breach of warranty, indemnity or other provision under the Share Purchase Agreement; and (ii) the remainder of the Consideration shall be paid to the Sellers largely in proportion to their shareholding in Prettl SWH.

Upon expiry of twelve (12) months after Closing, after deducting the amounts of the aforesaid claims by the Purchaser which have been agreed or settled or for which arbitral proceedings have been initiated (if any) as well as certain costs and expenses, the funds remaining in the Escrow Account shall be released to the Sellers.

Closing shall take place (i) on the twelfth (12th) Business Day after the day on or by which all Conditions Precedent have been fulfilled or waived (such day of fulfillment or waiver, the "Unconditional Date"); or (ii) at any other time which the Sellers and the Purchaser mutually agree upon.

At Closing, the Purchaser shall pay the Consideration to the Escrow Account and to the Sellers in accordance with the sub-section headed "Payment of Consideration" above.

At Closing, each of the Sellers and the Purchaser shall execute or perform (or cause that there are executed or performed) all such required documents and actions to, among other things, effect the transfer from the Sellers to the Purchaser's designated affiliate of legal title to the Shares and put in place certain post-Closing transitional arrangements.

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

The price determination method of the transaction: Negotiation

The Consideration for the Proposed Transaction shall be calculated as follows:

(a)the base price of EUR186.6 million (the "Base Price");

(b)plus or minus (i) an upward or downward adjustment of up to EUR5.0 million based on the EBITDA of Prettl SWH Group (as adjusted for certain items of a one-off, exceptional, non-operating or similar nature) for the year ended December 31, 2022; and (ii) certain customary adjustments on a cash free and debt free basis as well as other working capital adjustments based on the accounts of Prettl SWH Group as of December 31, 2022 ((i) and (ii) collectively, the "Base Price Adjustments");

(c)minus any non-permitted value leakage out of Prettl SWH Group subsequent to December 31, 2022 up to Closing as notified by the Sellers to the Purchaser;

(d)minus certain customary transaction costs and expenses agreed to be borne by the Sellers; and

(e)plus an interest of 5% per annum to be charged on the Base Price (as adjusted by the Base Price Adjustments) for the period commencing on January 1, 2023 until a date shortly prior to Closing.

Basis for Determination of Consideration

The Base Price of EUR186.6 million in the Consideration is approximately 6.0 times of the indicative EBITDA of Prettl SWH Group (as adjusted for certain items of a one-off, exceptional, non-operating or similar nature) for the year ended December 31, 2022, while the Base Price Adjustments will reflect the actual EBITDA (as adjusted) and financial position of Prettl SWH Group when the relevant figures become available. The multiple of 6.0 times was arrived at between the Sellers and the Company primarily with reference to the EBITDA multiples of certain European automotive parts suppliers as well as certain worldwide merger and acquisition transactions in the automotive sector. With the effects of financing, taxation and non-cash expenses largely excluded, EBITDA is considered to be an appropriate measure for fairly comparing companies with different capital structures and under different accounting standards.

To further substantiate the fairness and reasonableness of the Consideration, the Company has identified a number of comparable companies principally engaged in the manufacture of automotive components or cable products and listed on a major stock exchange in Europe, Asia or North America, and considered such comparable companies' historical financial information for 2017-2021 and estimated financial information for 2022 obtained from an authoritative financial data platform. The Company has observed that an EBITDA multiple of 6.0 times implied by the Base Price is within a reasonable price range with reference to both the five-year average EBITDA multiples for 2017-2021 and the estimated EBITDA multiples for 2022 of such comparable companies.

Transaction decision-making unit: Board of Directors

18.Broker:SeriesOne Management LLC

19.Concrete purpose of the acquisition or disposal: Develop electric vehicle connector business

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: USD 12,519,907,229.92

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:277.39%

26.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 total assets on the latest financial statements:11.46%

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:26.54%

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

USD 10,934,616,878.42

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:242.27%

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:10.01%

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:23.18%

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

2019: NT$ 105,832,857,000;

2020: NT$ 119,283,719,000;

2021: NT$ 157,233,126,000

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: None

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