HTC投資人

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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:2013/08/02<?xml:namespace prefix="o" ns="urn:schemas-microsoft-com:office:office"?>

2.Purpose of the share repurchase:

Such repurchase is proposed and arranged for the cancellation of shares

for the interest of shareholders and Company's credit

3.Type of shares to be repurchased: HTC's common stocks

4.Ceiling on total monetary amount of the share repurchase:

NT$84,272,119,734

5.Scheduled period for the repurchase:2013/08/05~2013/10/04

6.Number of shares to be repurchased:15,000,000 shares.

7.Repurchase price range:NT$140 to NT$290 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:

Repurchasing at a centralized securities exchange.

9.Ratio of the shares to be repurchased to total issued shares of the

  Company:1.76%

10.Number of the Company’s own shares held at the time

   of reporting:20,825,045 shares

11.Status of repurchases within three years prior to the time of

   reporting: HTC had bought back 36,700,000 shares of common stock

within three years prior to the time of reporting.

12.Status of repurchases that have been reported but not yet

   completed:

(a)The first time of repurchase of shares was not completed.

Reason: In order to protect shareholders' interest, the Company bought

back its own shares according to the movement of stock price. The

execution rate was 72.48%.

(b)The third time of repurchase of shares was not completed.

Reason: In order to protect shareholders' interest, the Company bought

back its own shares according to the movement of stock price. The

execution rate was 54.50%.

(c)The fifth time of repurchase of shares was not completed.

Reason: The stock price of the Company was over the price ceiling

sometimes during the buyback period. The execution rate was 47.86%.

(d)The seventh time of repurchase of shares was not completed.

Reason: 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.

(e)The tenth time of repurchase of shares was not completed.

Reason: In order to protect shareholders' interest, the Company bought

back its own shares according to the movement of stock price. The

execution rate was 69.14%.

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.

Contents:

(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$4,350,000,000.

(d) Planned period for the repurchase, and number of shares to be

repurchased: It is proposed to repurchase 15,000,000 shares from

August 5, 2013 to October 4, 2013.

(e) Price range of the shares to be repurchased: From NT$140 to

NT$290, repurchasing will continue even when the share price is

lower than the lower bound of the above price range.

(f) Method for the repurchase: Repurchasing at a centralized

securities exchange.

(3)The number of issued outstanding common shares is 831,227,125.

The number of repurchased common shares constitutes 1.805% 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 (FSC), Executive Yuan and make a Declaration

(as Appendix 1) 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 4th

meeting of the Seventh board of directors attended by at least a

two-thirds quorum on August 02, 2013, 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). Total number of common shares to be purchased constitutes 1.805% of

the issued outstanding common shares and cash needed for such repurchase

constitutes 3.27% 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

present 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:

The aforementioned NT$84,272,119,734 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$4,350,000,000