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HTC Board of Directors resolved to buy back HTC common stocks
1.Date of the board of directors resolution:2009/07/31
2.Purpose of the share repurchase:For the shareholders' interest. The purchased shares will be canceled by HTC.
3.Type of shares to be repurchased:HTC's common stocks
4.Ceiling on total monetary amount of the share repurchase: NT$44,007,193,725
5.Scheduled period for the repurchase:2009/08/03~2009/10/02
6.Number of shares to be repurchased: A maximum of 13,000,000 shares.
7.Repurchase price range:NT$300 to NT$500 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:1.74%
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:
1.Buyback period:From December 14, 2006 to January 18, 2007
Number of shares bought back:3,624,000 shares
Number of shares cancelled:3,624,000 shares
2.Buyback period:From October 13, 2008 to December 05, 2008
Number of shares bought back:10,000,000 shares
Number of shares cancelled:10,000,000 shares
12.Status of repurchases that have been reported but not yet completed:None.
13.Minutes of the board of directors meeting that resolved for the share repurchase:
Proposal for the Repurchasing of the Company’s shares and cancellation of such shares, is submitted for resolution. (Proposed by Director Wen-Chi Chen)
(1)Pursuant to the second article of Regulations Governing Share Repurchase by Listed and OTC Companies, the Company will repurchase Treasury Stock for the cancellation of shares for the Company’s credit and rights/benefits of shareholders.
(2)The following related matters are proposed for this Repurchase:
(a)Purpose of the repurchase: such repurchase is proposed and arranged for the cancellation of shares for the rights/benefits of shareholders and Company’s credit
(b)Types of shares to be repurchased: the Company’s common shares
(c)Ceiling on total monetary amount of the repurchase: NT$6,500,000,000.
(d)Planned period for the repurchase, and number of shares to be repurchased: Propose to repurchase 13,000,000 shares from August 03, 2009 to October 02 , 2009.
(e)Price range of the shares to be repurchased: From NT$300 to NT$500, 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.
(3)The number of issued outstanding common shares are 745,393,856. The number of repurchased common shares constitutes 1.744% 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 11 / 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 (six seats) to add this extraordinary motion to the resolution for discussion. After discussion, this Proposal has been approved unanimously by the Directors presented (six seats). In addition, the presented Supervisors (2 seats) agree to add this extraordinary motion to the resolution for discussion and did not express any objection to this proposal and 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:N/A
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 stated amount of common shares to be purchased accounts for 1.744% of the HTC's total outstanding shares, and the maximum amount of funding needed for buying back theses common shares is only 6.01% of HTC's total current assets. Hereby, the Board of Directors states that it has already considered HTC's financial status and that the buyback of these common shares will not have an impact on maintaining HTC's invested capital.
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:None
Note:The aforementioned NT$44,007,193,725 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$6,500,000,000