HTC 2008 Annual Report Download - page 51

97
V. CAPTIAL AN D SHARES
96
Company's Articles of Incorporation stipulate that for
earnings, the order of distribution shall be followed
according to below:
1. To pay taxes.
2. To cover accumulated losses, if any.
3. To appropriate 10% legal reserve unless the total
legal reserve accumulated has already reached the
amount of the Company's authorized capital.
4. To pay remuneration to directors and supervisors at
0.3% maximum of the balance after withholding the
amounts under subparagraphs 1 to 3.
5. To pay bonus to employees at 5% minimum of the
balance after withholding the amounts under
subparagraphs 1 to 3, or such balance plus the
unappropriated retained earnings of previous years.
2OO 8 HTC AN N UAL REPO RT
>Board of Directors has adopted the proposed distribution of bonus for employees in the following manner :
Unit: NT$ 1,000
Distributions of Earnings in 2008 Accrued Expenses for Employee Bonus Resolution Approved by the Board of Directors
April 30, 2009
Employee Bonus 6,164,889 Employee Stock Bonus (Note) 4,954,889
Employee Cash Bonus 1,210,000
Total Amount 6,164,889
Directors' and Supervisors'
Remunerations 0 0
Note: The value of employee cash/stock bonuses and director/supervisor remunerations proposals approved by the board of directors is the same as the
Company's accrued expenses in the financial reporting period.
Note: For employee stock bonuses NT$4,954,889,133 ,the number of shares shall be calculated based on the closing price one day prior to the 2009 regular shareholders' meeting on an ex-
dividend basis. For employees receiving less than one share, bonuses will be distributed in the form of cash. However, the maximum number of new shares issued for employee profit
sharing shall not exceed an employee stock bonus dilution rate of 1.75%. which is the ratio of employee stock bonuses to outstanding shares ex-dividends. Shares that exceed the dilution
rate of 1.75% will be converted into cash and be distributed to employees in the form of cash converted.
>Distributions of earnings in 2007 as employees' bonus and remunerations for directors and supervisors :
Unit: NT$ 1,000; 1,000 shares
Distributions of earnings in 2007 Resolution Actual
Date of passage of annual dividends of the Board of Directors' Meeting resolution April 25, 2008
Date of Regular Shareholders' Meeting June 13, 2008
Employee Stock Bonus Total Number of Shares 10,320 10,320
Total Amount 103,200 103,200
Employee Cash Bonus Total Amount 1,210,000 1,210,000
Director' and Supervisors' Remunerations 00
(9) Share Repurchases:
Topic Explanation
Initial Estimation of Share Buy-back Status
Board of Director resolution 10/7/2008
Purpose of the share buy-back To stabilize stock price by maintaining company credibility and shareholders
rights. According to the Regulations Governing Share Repurchase by Listed and
OTC Companies, Article 2 requires off-setting of buy-back Treasury stocks.
Type of share buy-back Common stock
Total amount allocated for share buy-back NTD 5,000,000,000
Buy-back period 10/08/2008~12/07/2008
Estimated number of buy-back shares (as percentage of total outstanding shares) 10,000,000 shares (1.32%)
Estimated buy-back price interval Buy-back stock price is between NTD 400 to NTD 500. It is further resolved by
the Board of Directors to continue buy-back of shares if the stock price falls
under NTD 400.
Method of Buy-back Buy-back shares from stock exchange
Actual Stock Buy-back Status
Buy-back period 10/13/2008~12/05/2008
Number of buy-back shares (as a percentage of total shares outstanding) 10,000,000 shares (1.32%)
Total amount for buy-back shares NTD 3,408,149,000
Average price per buy-back share NTD 340.81
Number of Shares Cancelled or Transferred Cancelled 10,000,000 shares
Cumulative number of own shares held 0 shares
Ratio of cumulative number of own shares held during the repurchase period to the
total number of the Company's issued shares 0%
2. ISSUANCE OF CORPORATE BONDS
None
3. STATUS OF PREFERRED SHARES
None
4. GLOBAL DEPOSITORY RECEIPTS
04/30/2009
Issuing Date 11/19/2003
Issuance & Listing Luxembourg
Total amount USD 105,182,100.60
Offering price per GDR USD 15.4235
Units issued 8,321,966(note)
Underlying securities Cash offering and HTC common shares from selling shareholders
Common shares represented 33,287,870(note)
Rights & obligations of GDR holders Same as those of common share holders
Trustee Not applicable
Depositary bank Citibank, N.A. - New York
Custodian bank Citibank, N.A. - Taipei Branch
GDRS outstanding 2,996,078
Apportionment of expenses for the issuance & maintenance All fees and expenses such as underwriting fees, legal fees, listing fees and other expenses
related to issuance of GDRS were borne by HTC and the selling shareholders, while maintenance
expenses such as annual listing fees and accountant fees were borne by HTC.
Terms & conditions in the deposit agreement & custody agreement See deposit agreement and custody agreement for details
Closing price per GDR 2008 High USD 116.29
Low USD 32.87
Average USD 74.16
01/01/2009 ~04/30/2009 High USD 54.18
Low USD 37.32
Average USD 44.91
Note: The total number of units issued includes additional issuance on 18 August 2004, 12 August 2005, 1 August 2006, 20 August 2007 and 21 July 2008 of dividends on the common shares
represented by overseas depositary receipts, in respective amounts of 216,088 units (representing 864,352 common shares), 70,290 units (representing 281,161 common shares), 218,776
units (representing 875,107 common shares), 508,556 units (representing 2,034,224 common shares) and 488,656 units (representing 1,954,626 common shares).
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