HTC投資人

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Board of Directors' resolution regarding the adoption of the Compensation Committee Charter and the appointment of Compensation Committee members
1.Date of occurrence of the change:2011/12/22

2.Name of the functional committees:Compensation Committee

3.Name and resume of the replaced member:N/A

4.Name and resume of the new member:
(1)Chen-Kuo LinResume:Independent Director of the Board, HTC CorporationFormer Minister, Ministry of Finance, Executive YuanFormer Professor, Department of Economics in National TaiwanUniversity
(2)HT ChoResume:Director of the Board, HTC CorporationFormer President and CEO, HTC Corporation
(3)Harvey ChangResume:Vice Chairman, Taiwan Fixed Network Co., Ltd.Former President and CEO, Taiwan Mobile Co., Ltd.

5.Type of the change (please enter: “resignation”, “discharge”, “tenure expired” or “new appointment”):New appointment

6.Reason of the change:In compliance with the Regulations Governing the Appointmentand Exercise of Powers by the Remuneration Committee of aCompany whose stock is listed on the Stock Exchange ortraded over the counter as per Letter No.1000009747 issued bythe Executive Yuan Financial Supervisory Commission onMarch 18, 2011, the Board of Directors resolved to adopt theCompany's Compensation Committee Charter. Per the newlyadopted Compensation Committee Charter, the Board ofDirectors also resolved to appoint Independent DirectorMr. Chen-Kuo Lin; Director Mr. HT Cho and Mr. HarveyChang to the Company’s Compensation Committee.

7.Original term (from __________ to __________):N/A

8.Effective date of the new member:2011/12/22

9.Any other matters that need to be specified:None