HTC Investors

Printer Friendly Version View printer-friendly version
Announcement for reorganization of Company’s overseas subsidiaries investment structure
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):
(1)High Tech Computer Asia Pacific Pte. Ltd., transfers its shareholding of HTC Electronics (Shanghai) Co., Ltd. to HTC HK, Limited
(2)High Tech Computer Asia Pacific Pte. Ltd. increases the capital of HTC HK, Limited

2.Date of occurrence of the event:2010/02/03

3.Volume, unit price, and total monetary amount of the transaction:High Tech Computer Asia Pacific Pte. Ltd., the subsidiary of HTC Corp., transfers its shareholding of HTC Electronics (Shanghai) Co., Ltd. to HTC HK, Limited as the consideration for acquiring new issuance of 430,806,695 shares of HTC HK, Limited. The par value of new issuance of shares is HKD$1.

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):The subsidiaries are 100% owned by HTC Corp.

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:
(1)The reason for choosing the related party as trading counterpart:The reorganization of company’s overseas  subsidiaries’ investment structure
(2)The identity of the previous owner, 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):For the disposal of HTC Electronics (Shanghai) Co., Ltd. by High Tech Computer Asia Pacific Pte. Ltd., the difference between transaction amount and book value will be recognized as capital surplus.

9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
(1)The share transfer still needs to be approved by China government.
(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)On April 30, 2009 the Board of Director has resolved that the chairperson has been authorized with the power to make decisions concerning the details of reorganization of Company’s overseas Subsidiaries’ investment structure and the implementation of required action items and report back to the Board for ratification.
(2)The transaction amount is decided by business valuation report.

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 cumulative amount and shareholding of HTC Electronics (Shanghai) Co., Ltd. (including the current trade) owned by High Tech Computer Asia Pacific Pte. Ltd. are 0. There is no restriction of rights.
(2)The cumulative amount and shareholding of HTC HK, Limited (including the current trade) owned by High Tech Computer Asia Pacific Pte. Ltd. are HKD$431,106,695 and 431,106,695 shares. The shareholding percentage is 100%. There is no restriction of rights.
(3)The cumulative shareholding of HTC Electronics (Shanghai) Co., Ltd. (including the current trade) owned by HTC HK, Limited is RMB$379,404,917.11. The 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:
a.High Tech Computer Asia Pacific Pte. Ltd. disposes the shares of HTC Electronics (Shanghai)Co., Ltd.:48.35%
b.High Tech Computer Asia Pacific Pte. Ltd. increases the capital of HTC HK, Limited:146.00%
c.HTC HK, Limited acquires the shares of HTC Electronics (Shanghai) Co., Ltd.:1,628.59%
(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:
a.High Tech Computer Asia Pacific Pte. Ltd. disposes HTC Electronics (Shanghai) Co., Ltd.:50.40%
b.High Tech Computer Asia Pacific Pte. Ltd. increases the capital of HTC HK, Limited:152.19%
c.HTC HK, Limited acquires HTC Electronics (Shanghai) Co., Ltd.:3,212.50%
(3)Operating capital as shown in the most recent financial statement:
a.High Tech Computer Asia Pacific Pte. Ltd.:USD$-9,542.52
b.HTC HK, Limited:HKD$-13,507,034.78

13.Broker and broker's fee:N/A

14.Concrete purpose or use of the acquisition or disposition:The reorganization of company’s overseas  Subsidiaries’ investment structure

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?:N/A

17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:N/A

18.Any other matters that need to be specified:N/A