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Board of Directors' resolution to acquire real property from a related party, VIA Technologies, Inc
1.Name and nature of the subject matter (e.g.land located at Sublot XX, Lot XX, North District, Taichung City):The office building and 12 underground regular parking spaces and 25 mechanical parking spaces with the offices located at the 3rd and 8th Floors, of No.6-2 and 6-3, Baoqiang Rd., Xindian City
2.Date of the occurrence of the event:2010/11/22
3.Transaction volume (e.g.XX square meters, equivalent to XX p'ing), unit price, total transaction price:
Transaction volume:Office space of 1,140 ping and 12 regular parking lots and 25 mechanical parking lots.
Unit price:NTD 318,860 per ping, NTD 1.5 million for each regular parking lot, and NTD 0.9 million for each mechanical parking lot
Total transaction price：NTD 404,000,000
4.Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
Counterparty to the trade:VIA Technologies, Inc.
Relationship with the company:According to the definition of the Financial Accounting Standard No. 6 issued by the Accounting Research and Development Foundation in Taiwan, VIA technologies, Inc. is a related party of HTC.
5.Where the counterpart to the trade is an actual related party, a public announcement shall also include 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 the date of acquisition:
Reason for choosing the related party as trading counterpart: Due to the office space in the Xindian area currently being insufficient, the Company has asked the other owners of each floor of the Building to see if they want to sell or lease the office spaces. Only VIA Technologies, Inc. is willing to sell its real property.
Identity of the previous owner:Constructor, Chung-Chieh Construction Company, not an actual related party of HTC or VIA Technologies, Inc.
Price of transfer: NTD 208,114,420
Date of acquisition :2000/07/20
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:
Dates of acquisition:VIA Technologies, Inc. acquired this real property from Constructor, Chung-Chieh Construction Company, on 2000/07/20.
Prices of acquisition by VIA Technologies, Inc.:NTD 208,114,420
VIA Technologies, Inc.'s relationship to the company:A related party of HTC
7.Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained):N/A
8.Terms of delivery or payment (including payment period and monetary amount):
It is expected to sign the contract by the end of November, and the transaction to be closed by the end of December 2010.
Terms of payment:10% of purchasing price when the contract is signed, 85% of the purchasing price when the transfer is completed, and 5% of the purchasing price when original tenants move out.
9.The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department:The transaction price was determined after consulting with the appraisal reports issued by Euro-Asia Real Estate Appraisers Firm and China Prudence Real Estate Appraisers Firm, respectively. The above transaction price was negotiated between VIA Technologies, Inc. and HTC Corporation and was approved by the HTC Corporation's Board of Directors. Additionally, Sun Rise CPAS’Firm has conducted a secondary review of the transaction price and issued a confirmation opinion.
10.Name of the professional appraisal institution and its appraisal amount:
Euro-Asia Real Estate Appraisers Firm appraised the property at NTD 413,288,416.
China Prudence Real Estate Appraisers Firm appraised the property at NTD 405,300,000.
11.Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA:N/A
12.Is the appraisal report price a limited price or specific price?: N/A
13.Has an appraisal report not yet been obtained?: N/A
14.Reason an appraisal report has not yet been obtained: N/A
15.Broker and broker's fee: N/A
16.Concrete purpose or use of the acquisition or disposition:To acquire the office building as the new Xindian R&D office.
17.Do the directors have any objection to the present transaction?:N/A
18.Any other matters that need to be specified:
The aforementioned appraisal value of NTD 409,294,208 was calculated using the subject matter as the appraisal basis used by Euro-Asia Real Estate Appraisers Firm and China Prudence Real Estate Appraisers Firm. The appraisal values were determined to be NTD 413,288,416 and NTD 405,300,000, respectively; with the mean appraisal value taken.