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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:2011/07/16
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$57,909,884,301
5.Scheduled period for the repurchase:2011/08/18~2011/09/17
6.Number of shares to be repurchased:10,000,000 shares.
7.Repurchase price range:NT$900 to NT$1,100 per share. In the event that HTC's share price is lower than the lower bound of the above 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:1.22%
10.Number of the Company’s own shares held at the time of reporting:9,786,000 shares
11.Status of repurchases within three years prior to the time of reporting:From Oct. 13, 2008 to Nov. 30, 2010, HTC bought back 41,871,000 shares of common stock.
12.Status of repurchases that have been reported but not yet completed:
The first repurchase of shares was not completed.
Reason: In order to protect shareholders' interest, the Company bought back its own shares in batches according to stock price movement. Execution rate was 72.48%.
The third repurchase of shares was not completed.
Reason: In order to protect shareholders' interest, the Company bought back its own shares in batches according to stock price movement. The execution rate was 54.50%.
The fifth repurchase of shares was not completed.
Reason:Stock price of the Company was above the price ceiling during the buyback period. Execution rate was 47.86%.
The seventh repurchase of shares was not completed.
Reson:Since stock price of HTC Corp. during the repurchase period was higher than the price ceiling approved by the Board of Director,there is no execution of buyback.
13.Minutes of the board of directors meeting that resolved for the share repurchase:
Proposal for the repurchase 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 interest 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 interest 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$11,000,000,000.
(d) Planned period for the repurchase, and number of shares to be repurchased: It is proposed to repurchase 10,000,000 shares from August 18, 2011 to September 17, 2011.
(e) Price range of the shares to be repurchased: From NT$900 to NT$1,100, repurchasing will continue even when the share price is lower than the lower bound of the above price range.
(f) Method for the repurchase: Repurchase at a centralized securities exchange.
(3)The number of issued outstanding common shares is 817,653,285. The number of repurchased common shares constitutes 1.22% of the issued outstanding common shares, and the Company’s own funds to buy Treasury Stock, so that the financial status and capital of the Company will not be affected. 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) 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 (seven 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 13th meeting of the Sixth board of directors attended by at least a two-thirds quorum on July 16, 2011, 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 1.22% of the issued outstanding common shares and capitals needed for such repurchase only consist 5.98% 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 (Seven) 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$57,909,884,301 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$11,000,000,000