TPK : The announcement of investment in Canoo Holdings Ltd. through Hennessy Capital Acquisition Corp. IV's private offering

The announcement of investment in Canoo Holdings Ltd. through Hennessy Capital Acquisition Corp. IV's private offering

2020-08-19

1.Name and nature of the underlying security (if preferred shares, the terms

and conditions of issuance shall also be indicated, e.g., dividend yield):

Class A shares issued by Hennessy Capital Acquisition Corp. IV('HCAC')

2.Date of occurrence of the event:2020/08/18

3.No., unit price, and monetary amount of the transaction:

10 million shares;USD 10 per share;USD 100 million

4.Counterparty to the trade and its relationship to the company (if the

trading counterparty is a natural person and not a related party of the

company, its name is not required to be disclosed):

Hennessy Capital Acquisition Corp. IV,

a special purpose acquisition company (or SPAC),

listed on the Nasdaq Stock market

non-related party transaction

5.Where the counterparty to the trade is a related party, an announcement

shall also be made of the reason for choosing the related party as trading

counterparty and the identity of the previous owner, including its

relationship with the company and the trading counterparty, the price of the

ownership transfer, and date of transfer:

NA

6.Where the owner of the underlying securities within the past five years

has been a related party of the company, an announcement shall also include

the dates and prices of acquisition and disposal by the related party and

its relationship with the company at the time:

NA

7.Matters related to the creditor's rights currently being disposed of

(including type of collateral of the disposed creditor's rights; if the

creditor's rights are creditor's rights over a related party, the name of

the related party and the book amount of such creditor's rights currently

being disposed of must also be announced):

NA

8.Profit (or loss) from the disposal (not applicable in cases of acquisition

of securities) (where originally deferred, the status or recognition shall

be stated and explained):

NA

9.Terms of delivery or payment (including payment period and monetary

amount), restrictive covenants in the contract, and other important

stipulations:

TPK will transfer full payment to HCAC, to be held in escrow, 1 day

before the scheduled closing date notified by HCAC.

On the closing date, the payment will be released from

the escrow account to HCAC on the condition that the reverse merger

(i.e. business combination) and other conditions precedent are satisfied.

Otherwise, the transaction will be terminated, and the full

payment will be returned to TPK.

10.The manner in which the current transaction was decided, the reference

basis for the decision on price, and the decision-making unit:

The current transaction was decided by resolution of board of directors

The reference basis for the decision on price:fairness opinion

The decision-making department: Board of directors

11.Net worth per share of company of the underlying securities acquired or

disposed of:

NT$297.75

12.The discrepancy between the reference price of private placement company

and the transaction amount per share is 20 percent or more:NA

13.Current cumulative no., amount, and shareholding ratio of the securities

being traded (including the current transaction) as of the date of

occurrence and status of any restriction of rights (e.g.,pledges):

No.:10 million shares;

Amount: USD 100 million

Share holding ratio: up to 4.29% of the company shares

(post-closing of HCAC and Canoo's business combination)

Restriction of rights:The shares represented hereby have not been

registered under The United States Securities Act of 1933, as amended,

or The Securities Laws of any state or other jurisdiction,

and may not be sold or transferred in the absence of

such registration of an exemption therefrom.

14.Privately placed securities (including the current transaction) as a

percentage of total assets of the company and shareholder's equity of the

parent company on the latest financial statements, and the operating capital

on the latest financial statements as of the date of occurrence:

a percentage of total assets of the company：3.36%

shareholder's equity of the parent company：8.21%

the operating capital：NT$18,346,844 thousand

15.Broker and broker's fee:NA

16.Concrete purpose or use of the acquisition or disposition:

In view of the growth prospect of Electric Vehicle (EV) industry,

TPK will invest USD100 million in the private placement of Canoo's

SPAC IPO and aim to expand our footprint in the automotive industry

through Canoo's innovative designs and revolutionary business model.

The proposed merger is expected to be completed

in the fourth quarter of 2020,subject to, among other things,

the approval of HCAC shareholders, and other closing conditions.

17.Whether the directors expressed any objection to the present transaction:

None

18.Whether the trading counterparty is a related party:No

19.Date of approval by board of directors:

2020/08/13

20.Recognition date by supervisors or approval date by audit committee:

2020/08/13

21.Whether the CPA issued an opinion on the unreasonableness of the current

transaction:No

22.Name of the CPA firm:Crowe(TW) CPAs

23.Name of the CPA:CHIU, CHI-SHENG

24.License no.of the CPA:10200032833

25.Any other matters that need to be specified:

About Canoo:

Canoo is a Los Angeles-based electric vehicle company.

Canoo has designed a modular skateboard platform purpose-built to

deliver maximum vehicle interior space and adaptable to support

a wide range of vehicle applications for consumers and businesses.

Canoo expects to launch its first consumer model in 2022,

simply named the canoo and available only by subscription,

followed shortly after by a last-mile delivery vehicle and a sport vehicle,

each built off of the same underlying skateboard platform.

About HCAC:

Hennessy Capital Acquisition Corp. IV is a special purpose

acquisition company (or SPAC) which raised $300 million

in its IPO in March 2019.

Exchange rate for USD to NTD is 29.48.