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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:2016/05/14
2.Purpose of the share repurchase:
Such repurchase is proposed and arranged for the cancellation of shares
for the maintenance of Company's credit and protection of the interest
3.Type of shares to be repurchased:HTC's common stock
4.Ceiling on total monetary amount of the share repurchase:
NT$51,684,388,476 (The aforementioned NT$51,684,388,476 is the
regulatory cap on the total value of the shares that can be bought.HTC
Board of Directors resolved that the Ceiling on the total monetary
amount of the repurchase is NT$2,800,000,000.)
5.Scheduled period for the repurchase:2016/05/16~2016/07/15
6.Number of shares to be repurchased:40,000,000 shares.
7.Repurchase price range:NT$ 47.00 to NT$ 70.00 per share.
Repurchasing will continue even when the share price is lower
than the lower bound of the above price range.
8.Method for the repurchase:Repurchase at a centralized securities exchange.
9.Ratio of the shares to be repurchased to total issued shares of the
10.Number of the Company's own shares held at the time
of reporting:0 shares
11.Status of repurchases within three years prior to the time of
HTC has executed two repurchases within the past three years, for a total of
11,899,000 shares of common stock.
12.Status of repurchases that have been reported but not yet
No repurchases that have been reported but not yet completed.
13.Minutes of the board of directors meeting that resolved for the share
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 the 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$2,800,000,000
(d) Planned period for the repurchase, and number of shares to be
repurchased:It is proposed to repurchase 40,000,000 shares from
May 16, 2016 to July 15, 2016.
(e) Price range of the shares to be repurchased: From NT$47.00 to NT$70.00,
Repurchasing may continue even if the share price is lower than the
lower bound of the above price range.
(f) Method for the repurchase: Repurchase at a centralized securities
(3)The number of issued outstanding common shares is 827,419,055. The
number of repurchased common shares constitutes 4.83 % of the issued
outstanding common shares, and the Company's own funds will be used to
buy Treasury Stock, so that the financial status and that 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 (as Appendix 1) that was considered at a meeting
of the board of directors and on which the resolution was made by the
(4) The proposal is submitted for discussion and resolution.
Resolution: This Proposal has been approved unanimously by the
Directors presented (6 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
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
1. The Corporation will repurchase, through a majority vote at the 31st
meeting of the 7th Board of Directors attended by at least a two-thirds
quorum on May 14, 2016, 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).
2. Total number of common shares to be repurchased constitutes 4.83% of
the issued outstanding common shares and cash needed for such
repurchase constitutes 3.61% of current assets. The financial status of the
Company was considered at the meeting of the Board of Directors; it is
concluded that the maintenance of Company's capital would not be affected
by the repurchase.
3. This Declaration has been approved unanimously by all the directors
presented (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 a material 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:
Given recent share price volatility based on several news reports, HTC's
Board of Directors has authorized a share repurchase program starting from
May 16, 2016 to maintain the Company's credit and increase shareholder
value. The buyback price range is based on +/- 20% of the closing price on
May 13, 2016 (NT$58), according to the regulation of Financial Supervisory
As at the end of 1Q16, HTC's net asset value is NT$61.7bn (equivalent to
NT$74.6 per share), of which the cash position stands at NT$41.8bn
(equivalent to NT$50.5 per share).
HTC believes that this share repurchase program, based on the closing
price of NT$58 on May 13, 2016, will effectively maintain the Company's
credit and protect the interest of our shareholders.