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Announcement for purchase of 100% shareholding in Inquisitive Minds, Inc. by executing capital injection into HTC America Holding Inc.
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield):All outstanding shares of Inquisitive Minds, Inc.
2.Date of occurrence of the event:2011/10/18
3.Volume, unit price, and total monetary amount of the transaction:
Volume: 9,388,659 shares
Unit price: USD 1.37422
Total monetary amount of the transaction: The purchase price is USD 13,000,000.
4.Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):Shareholders of Inquisitive Minds, Inc. Relationship to the Company: None
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:N/A
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times:N/A
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced):N/A
8.Anticipated 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):N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
1.Terms of delivery or payment: Payment will be made according to the contract.
2.Restrictive covenants in the contract, and other important stipulations: None
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
1.The purchase price was negotiated by both parties involved and based on Sun Rise CPAS’ Firm’s opinion regarding the reasonableness of the transaction.
2. The Board of Directors authorized the Chairperson to approve the investment after further consulting and obtaining the consent of three directors of the Company (including an independent director).
11.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):Cumulative shareholding of Inquisitive Minds, Inc. (including the current trade) owned by HTC America Holding Inc. is 9,388,659 shares and the purchase price is USD 13,000,000. Shareholding percentage is 100%. There is no restriction of rights.
12.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:
(1)Ratio of the total amount of long or short term securities investment (including the current trade) to the total assets on the financial statement for the most recent period:HTC Corporation:11.09%
(2)Ratio of the total amount of long or short term securities investment (including the current trade) to the shareholder's equity on the financial statement for the most recent period:HTC Corporation:33.82%
(3)Operating capital as shown in the most recent financial statement:HTC Corporation: NTD 43,909,669 thousand
13.Broker and broker's fee:None
14.Concrete purpose or use of the acquisition or disposition:To create a protected mobile environment for kids.
15.Net worth per share of company underlying securities acquired or disposed of:N/A
16.Do the directors have any objection to the present transaction?:None
17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:No
18.Any other matters that need to be specified:In order to execute the investment, HTC Corp. will inject capital into High Tech Computer Asia Pacific PTE. Ltd. and then High Tech Computer Asia Pacific PTE. Ltd. will inject such capital into HTC America Holding Inc. according to the investment structure of HTC subsidiaries.