HTC 2008 Annual Report Download - page 41

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(8) Material Resolutions of A Shareholders Meeting and A Board of Directors Meeting during the
most recent fiscal year or during the current fiscal year up to the date of printing of the annual
report.
Item Date Material resolutions Note
Year 2008
Board of directors 2008.01.18 1.
Adopted resolution to increase the capital of High Tech Computer Asia Pacific PTE. Ltd. by USD 5,040,996 in order to obtain
meeting HTC Electronics (Shanghai) Co., Ltd. which is 100% owned by Landtek Corporation (BVI), a related party of HTC.
Board of directors 2008.02.27 1. Adopted resolution on setting aside Company's 2008 dividend for employees.
meeting 2. Adopted resolution regarding the subjects for convening the 2008 Annual Shareholders' Meeting, AGM date, place
and the submission period for shareholder's proposals.
3. Adopted resolution for purchasing land for the construction of R&D headquarter in Taipei County, Xindian City.
4. Adopted resolution to increase the capital of High Tech Computer Asia Pacific PTE. Ltd. in order to increase capital held in HTC
Electronics (Shanghai) Co., Ltd. for the investment capital it needs to build factories in Shanghai Nanhui and purchasing equipment.
Board of 2008.04.25
1. Adopted resolution on Fiscal 2007 earnings distribution.
directors 2. Adopted resolution to allocate earnings and employee bonus to a capital increase and issuance of new shares.
meeting 3. Adopted resolution to increase the capital of High Tech Computer Corporation (Suzhou) by USD 5 million through an
increaseof the capital of H.T.C. (B.V.I.) Corp.
4. Adopted resolution to set up a domestic investment company.
Shareholders 2008.06.13
1. Adoption of the Fiscal 2007 Business Report and Financial Statement Execution summary for the
meeting
2. Adoption of the Fiscal 2007 Earnings Distribution Proposal. material resolutions of the
3. Adopted resolution to allocate earnings and employee bonus to a capital increase and issuance of new shares. shareholders meeting
4. Adopted resolution to amend the Articles of Incorporation. please refer to note
Board of directors 2008.06.30 1. Adopted resolution on the date of record for the distribution of dividends as well as the date of capital increase, and the closing
meeting period for share transfer.
Board of directors
2008.07.31 1. Adopted resolution to lift Company executive Mr. Hui-Ming Cheng's non-compete restriction.
meeting 2. Adopted resolution to purchase Run-Top Corporation's RC Office Building.
3. Adopted resolution for Company to increase capital to Singapore holding company High Tech Computer Asia Pacific PTE. Ltd.
by USD 8 million which will be used to indirectly invest in a China subsidiary.
Board of directors 2008.10.07 1. Adopted resolution on the repurchasing of the Corporation's shares and cancellation of such shares.
meeting
Board of directors 2008.10.31 1. Adopted resolution on the proposed NTD 300 million in donation to HTC Cultural and Educational Foundation.
meeting 2. Adopted resolution on setting up a B.V.I. subsidiary whose primary business is the sale of raw materials and semi-finished products.
Board of directors 2008.12.31 1. Adopted resolution on registering a change of share status to write-off 10,000,000 shares of Company's treasury stock and setting the
meeting record date for the reduction of paid-up capital.
2. Adopted resolution on the purchase of Hualon Factory No.1 real estate.
3. Adopted resolution on the purchase of Syuda Construction Company's real estate, a related party.
Year 2009
Board of directors 2009.02.26 1. Adopted resolution on setting aside Company's 2009 dividend for employees.
meeting 2. Adopted resolution to convene the 2009 Annual Shareholders' Meeting, meeting date/time/place and the submission period and place for
shareholders' proposals
3. Adopted resolution to increase the capital of High Tech Computer Asia Pacific PTE. Ltd by an investment in order to increase capital held in
HTC Electronics (Shanghai) Co. Ltd. (Wei-Hon) by USD 8 million for the purpose of factory construction at its Shanghai Kangqiao Factory.
Board of directors 2009.04.30 1. Adopted resolution on the Fiscal 2008 earnings distribution proposal.
meeting 2. Adopted resolution on capital increase by retained earnings (shareholder bonuses and employee bonuses) and issuance of new shares.
3. Adopted resolution on Company's proposed dividend distribution for 2009, scheduled to be discussed in 2010. The proposed cash dividend
distribution for shareholders will be no less than NT$ 20 billion.
4. Adopted resolution on changing of the Corporate Principal Accounting Officer.
5. Adopted resolution to amend the agenda for convening the 2009 Annual General Shareholders' Meeting of the Company.
6. Adopted resolution on reorganization of Company's overseas subsidiaries' investment structure.
Note:1. Acting pursuant to resolutions adopted at the 2008 regular shareholders meeting regarding the earnings distribution proposal and the earnings capitalization proposal, HTC completed the following actions in
2008: an amendment registration to reflect its capitalization of earnings; distributions of cash and stock dividends; and distributions of employee bonus shares and cash bonuses.
Note: 2. Acting pursuant to a resolution adopted at the 2008 regular shareholders meeting regarding the proposal to amend the HTC Articles of Incorporation, HTC has completed an amendment registration with the
Ministry of Economic Affairs.
(9) Where, during the most recent fiscal year or during the current fiscal year up to the date of
printing of the annual report, a director or supervisor has expressed a dissenting opinion with
respect to a material resolution passed by the board of directors, and said dissenting opinion
has been recorded or prepared as a written declaration, disclose the principal content thereof:
None
IV. CO RPO RATE GOVERN AN CE
76
(6) The section on the state of implementation of the company's internal control system shall
furnish the following:
>A Statement on Internal Control.
HTC Corporation Internal Control System Statement
Date: 4/30/2009
The Company states the following with regard to its internal control system during the period from 1/1/2008 to 12/31/2008,
based on the findings of a self-evaluation:
2OO 8 HTC AN N UAL REPO RT
1. The Company is fully aware that establishing, operating, and
maintaining an internal control system are the responsibility of its
Board of Directors and management. The Company has established
such a system aimed at providing reasonable assurance of the
achievement of objectives in the effectiveness and efficiency of
operations (including profits, performance, and safeguard of asset
security), reliability of financial reporting, and compliance with
applicable laws and regulations.
2. An internal control system has inherent limitations. No matter how
perfectly designed, an effective internal control system can provide
only reasonable assurance of accomplishing the three goals
mentioned above. Furthermore, the effectiveness of an internal
control system may change along with changes in environment or
circumstances. The internal control system of the Company
contains self-monitoring mechanisms, however, and the Company
takes corrective actions as soon as a deficiency is identified.
3. The Company judges the design and operating effectiveness of its
internal control system based on the criteria provided in the
Regulations Governing the Establishment of Internal Control
Systems by Public Companies promulgated by the Financial
Supervisory Commission, Executive Yuan (hereinbelow, the
"Regulations"). The internal control system judgment criteria
adopted by the Regulations divide internal control into five
elements based on the process of management control: 1. control
environment 2. risk assessment 3. control activities 4. information
and communications 5. monitoring. Each element further contains
several items. Please refer to the Regulations for details.
4. The Company has evaluated the design and operating effectiveness
of its internal control system according to the aforesaid criteria.
5. Based on the findings of the evaluation mentioned in the preceding
paragraph, the Company believes that during the stated time period
its internal control system (including its supervision of
subsidiaries), encompassing internal controls for knowledge of the
degree of achievement of operational effectiveness and efficiency
objectives, reliability of financial reporting, and compliance with
applicable laws and regulations, was effectively designed and
operating, and reasonably assured the achievement of the above-
stated objectives.
6. This Statement will become a major part of the content of the
Company's Annual Report and Prospectus, and will be made
public. Any falsehood, concealment, or other illegality in the
content made public will entail legal liability under Articles 20, 32,
171, and 174 of the Securities and Exchange Law.
7. This statement has been passed by the Board of Directors Meeting
of the Company held on 4/30/2009, where all of the five attending
directors affirmed the content of this Statement.
HTC Corporation Chairman: Cher Wang President: Peter Chou
>Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report:
None
(7) For the most recent fiscal year or during the current fiscal year up to the date of printing of the
annual report, disclose any sanctions imposed in accordance with the law upon the company or
its internal personnel, any sanctions imposed by the company upon its internal personnel for
violations of internal control system provisions, principal deficiencies, and the state of any
efforts to make improvements:
None
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