HTC Investors

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Board of Directors' resolution to invest Hua-chuang Automobile Information Technical Center Co.,Ltd.
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):
Issuance of new common stocks from Hua-chuang utomobile Information Technical Center Co.,Ltd. 

2.Date of occurrence of the event:2006/12/29 

3.Volume, unit price, and total monetary amount of the ransaction:
Number of transaction: 50,000,000 common stocks Unit price of transaction  :NTD$10
Total monetary amount of transaction : NTD$500,000,000 

4.Counterpart to the trade and its relationship to the ompany (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):No 

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:
(A)Terms of delivery or payment:
To expect to pay NTD500,000,000 of the subscribed hares during January,2007.
(B)Other important stipulations:
(1)HTC and Hua-chuang Automobile Information Technical Center Co.,Ltd. agree to jointly develop automotive electronic technology.
(2)According to the Join Venture Agreement executed by HTC and Yulon Group, shareholder of Hua-chuang, HTC and Yulon Group may, during January 1st, 2010 and December 31st, 2011, submit written request each other requesting Yulon Group to purchase back the shares which HTC purchased at the total amount of NT$ 300,000,000. 

10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: It is resolved by the Board Meeting that to delegate Chairperson to make the decision. 

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):
(1)The shareholding percentage of Hua-chuang’s securities after capital-increased by HTC is 10% including 50,000,000 shares of common stock of Hua-chuang and investment of total NT$ 500,000,000.
(2)No restrictions on the common shares purchased by HTC. 

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:1.69%
(2)Ratio of the total amount of long or short term securities investment  (including the current trade) to the hareholder's equity on the financial statement for the most recent period:2.70%
(3)Operating capital as shown in the most recent financial statement: NTD$31,735,487 thousands 


13.Broker and broker's fee:No 

14.Concrete purpose or use of the acquisition or disposition:
The purpose for HTC to join this capital increase project launched by Yulong Group is to jointly develop automotive information technology with Hua-chuang Automobile Information Technical Center Co., Ltd. HTC will be able to incorporate automotive electronics technology of Yulong Group with HTC’s specialty in wireless communication skills and system information integration. As a result, HTC could smoothly enter automotive electronics industry by the implement of this project. By means of  the alliance between Yulong Group with international automobile companies and also the international marketing ability of HTC, this project is expected to expand HTC’s business opportunities in automotive electronics industry in the coming future. 

15.Net worth per share of company underlying securities acquired or disposed of:9.98% 

16.Do the directors have any objection to the present transaction?:No 

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:No