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HTC Board of Directors resolved to buy back HTC common stocks for the cancellation of shares
1.Date of the board of directors resolution:2010/10/29
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$59,156,204,056
5.Scheduled period for the repurchase:2010/12/01~2010/12/31
6.Number of shares to be repurchased:5,000,000 shares.
7.Repurchase price range:NT$565 to NT$850 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:0.61%
10.Number of the Company’s own shares held at the time of reporting:4,786,000 shares
11.Status of repurchases within three years prior to the time of reporting:From Oct. 13, 2008 to Sep. 03, 2010, HTC had bought back 36,871,000 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.
The fifth time of repurchase of shares is not completed.
Reason:The stock price of the Company was over the price ceiling sometimes during the buyback period.
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 discussion.
(1) Pursuant to the second article of the Regulations Governing Share Repurchases 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$4,250,000,000.
(d) Planned period for the repurchase, and number of shares to be repurchased: It is proposed to repurchase 5,000,000 shares from December 1, 2010 to December 31, 2010.
(e) Price range of the shares to be repurchased: From NT$565 to NT$850, 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 is 817,653,285. The number of repurchased common shares constitutes 0.61% 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 19) that was considered at a meeting of the board of directors and on which the resolution was made by the directors present.
(4) The proposal is submitted for discussion and resolution.
Resolution: This Proposal has been approved unanimously by the Directors presented (six seats).
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:
1. The Corporation will repurchase, through a majority vote at the 5th meeting of the sixth board of directors attended by at least a two-thirds quorum on Oct. 29, 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 0.61% of the issued outstanding common shares and capitals needed for such repurchase only consist 3.32% 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(Six) 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:None
The aforementioned NT$59,156,204,056 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$4,250,000,000