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HTC Board of Directors resolved to buy back HTC common stocks
1.Date of the board of directors resolution:2010/07/11
2.Purpose of the share repurchase:For transferring to employees
3.Type of shares to be repurchased:HTC's common stocks
4.Ceiling on total monetary amount of the share repurchase: NT$42,208,412,117
5.Scheduled period for the repurchase:2010/07/13~2010/09/12
6.Number of shares to be repurchased: 10,000,000 shares.
7.Repurchase price range:NT$526 to NT$631 per share. In the event that HTC's share price is lower than this price range, HTC may continue to buy back its shares.
8.Method for the repurchase: To buy back shares from Taiwan Stock Exchange.
9.Ratio of the shares to be repurchased to total issued shares of the Company:1.29%
10.Number of the Company’s own shares held at the time of reporting:None
11.Status of repurchases within three years prior to the time of reporting: From Oct. 13, 2008 to Mar. 05, 2010, HTC had bought back 32,085,000 shares of common stock.
12.Status of repurchases that have been reported but not yet completed: The first time and the third time of repurchase of shares were not completed. Reason: In order to protect shareholders' interset, the Company bought back its own shares according to the movement of stock price.
13.Minutes of the board of directors meeting that resolved for the share repurchase:
Proposal for the Repurchasing of the Company’s shares and transferring of such shares to employees, is submitted for resolution. (Proposed by Director Wen-Chi Chen)
Contents: (1) Pursuant to the second article of Regulations Governing Share Repurchase by Listed and OTC Companies, the Company will repurchase Treasury Stock for the transfer of shares to employees to encourage and take care of employees.
(2) The following related matters are proposed for this Repurchase:
(a) Purpose of the repurchase: such repurchase is proposed and arranged for the transfer of shares to employees in order to encourage and take care of employees.
(b) Types of shares to be repurchased: the Company’s common shares
(c) Ceiling on total monetary amount of the repurchase: NT$6,310,000,000.
(d) Planned period for the repurchase, and number of shares to be repurchased: Propose to repurchase 10,000,000 shares from July 13, 2010 to September 12, 2010.
(e) Price range of the shares to be repurchased: From NT$526 to NT$631, repurchasing will continue even when the share price is lower than the above price range.
(f) Method for the repurchase: Repurchasing at a centralized securities exchange market.
(g) The Chairperson is authorized to adopt Company’s Rules for Transfer of Shares to employees.
(3) The number of issued outstanding common shares are 773,935,844. The number of repurchased common shares constitutes 1.29% of the issued outstanding common shares, and the repurchase is using the Company’s own funds to buy Treasury Stock, so that the financial state of the company and that the maintenance of its capital would not be affected by the repurchase. By law, when the Company repurchases its own shares, it shall announce the repurchase, and report to the Financial Supervisory Commission (FSC), Executive Yuan and make a Declaration (as Appendix 3/ Board Declaration) that was considered at a meeting of the board of directors and on which the resolution was made by the directors presented.
(4) The resolution is submitted for discussion. Resolution:
This Proposal has been agreed unanimously by the Directors presented in person (five seats) to add this extraordinary motion to the resolution for discussion. After discussion, this Proposal has been approved unanimously by the Directors presented in person (five seats). In addition, the presented Supervisors (2 seats) did not express any objection to adding this proposal to extraordinary motion and this resolution.
14.The rules for transfer of shares set forth in Article 10 of the Guidelines for Repurchase of Shares by Listed and OTC Companies:The Board of Directors authorized the Chaiperson to make the rules for transfer of shares.
15.The rules for conversion or subscription of shares set forth in Article 11 of the Guidelines for Repurchase of Shares by Listed and OTC Companies:N/A
16.Declaration that the financial state of the Company has been considered by the board of directors and that its capital maintenance will not be affected:
The Declaration of the board of directors of HTC Corporation
1. The Corporation will repurchase, through a majority vote at the 2th meeting of the sixth board of directors attended by at least a two-thirds quorum on July 11, 2010, its own shares at a centralized securities exchange market within two months from the day on which the repurchase was reported to the Financial Supervisory Commission (FSC), Executive Yuan.
2. The total number of the repurchased common shares constitutes 1.29% of the issued outstanding common shares and capitals needed for such repurchase only consist 5.92% of its current assets. The financial state of the company was considered at a meeting of the board of directors and that the maintenance of its capital would not be affected by the repurchase.
3. This Declaration has been approved unanimously by all the directors presented in person(Five) at this board meeting.
17.Appraisal by a CPA or securities underwriter of the reasonableness of the share repurchase price:The buyback of these common shares in the stated price range will not have an impact on HTC's financial structure, book value per share, earnings per share, return on equity, quick ratio, and current ratio except for cash flow.
18.Other particular specified by the Securities and Futures Bureau:Note: The aforementioned NT$42,208,412,117 is the regulatory cap on the total value of the shares could be bought.HTC Board of Directors resolved the Ceiling on total monetary amount of the repurchase is NT$6,310,000,000