HTC Investors

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Announcement:Disposal of 100% of the shareholdings in Saffron Media Group Ltd. held by HTC Netherlands B.V.
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):100% issued common shares of Saffron Media Group Ltd.
2.Date of occurrence of the event: 2013/09/04
3.Volume, unit price, and total monetary amount of the transaction:
Volume: 1,634,870,016 shares
Unit Price: approximate USD 0.02875
Total monetary amount of the transaction: USD 47,000,000
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):
CDMG Holdings UK Limited
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):
Anticipated profit from the disposal is NTD 156,940,000
(based on the Company’s book value at the end of June, 2013)
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:
(1) At completion, the buyer shall pay to HTC Netherlands BV:
I. an amount of US$7.5M; and
II. issue a purchase note to HTC Netherland BV in a principal amount equal
to the balance of consideration US$39.5M, 5-year term and at an interest
rate of 6% per annum, secured by first ranking charge over all shares of
Saffron.
(2) Prepayment mechanism in Purchase Note:
I. May be prepaid in whole or in part, at any time; and
II. If, at any time on or following date of each 6-month period falling 18
months after the completion date, the aggregate cumulative revenues and
EBITDA target for such 6-month period is reached by Saffron, US$9.875M
(together with its interest thereon) will be payable respectively until the
principal and interest due is fully paid.
2. Restrictive covenants in the contract, and other important stipulations:
(1). The company will continue to provide services to end users of HTC
mobile phones, but will not operate a video delivery network/platform
business to compete with Saffron within two years from the closing date of
the transaction.
(2). Within 3 years from the closing date of the transaction, Saffron has a
Right of First Refusal to provide Premium Transactional Store Front Video
Services to HTC's mobile phones, but such right shall not be applicable to
the China region.
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 transaction price was assessed by the investment department of HTC
Corporation (“HTC”) and negotiated by both parties involved. PWC issued
a fairness opinion on the transaction price which was commissioned by HTC
according to relevant regulations.
2. According to the Company’s (HTC) “Procedures for the Acquisition or
Disposal of Assets”, the transaction was reviewed and approved by the
Chairperson of the Board of Directors and three other directors of HTC,
including at least one independent director. The transaction will be
reported to the Board of Directors after its completion.
3. The transaction was approved by the Board of Directors of HTC
Netherlands B.V. after its approval by HTC Corporation.
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):
The cumulative shareholding of Saffron Media Group Ltd. (including the
current trade) owned by HTC Netherlands B.V. is zero (0) shares and
amount is NTD zero (0). The shareholding percentage is zero percent
(0%). 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: For HTC Corporation: 4.86%
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: For HTC Corporation: 12.58%
3. Operating capital as shown in the most recent financial statement: For
HTC Corporation: NTD 9,466,875,000
13.Broker and broker's fee: None
14.Concrete purpose or use of the acquisition or disposition:
In alignment with its strategic planning and asset allocation.
15.Net worth per share of company underlying securities acquired
   or disposed of:
NTD 0.11 (USD 0.00357)
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: None )