HTC 2010 Annual Report Download - page 39

76 2 0 1 0 H T C A N N U A L R E P O R T 77
Capital and Shares
(4) To pay remuneration to Directors and Supervisors up
0.3% of the balance after deducting the amounts under
subparagraphs 1 to 3.
(5) To pay bonus to employees up 5% of the balance after
deducting the amounts under subparagraphs 1 to 3, or
such balance plus unappropriated retained earnings
of previous years. However, the bonus may not exceed
the limits on employee bonus distributions set out in
the Regulations Governing the Oering and Issuance
of Securities by Issuers. Where bonus to employees
is allocated by means of new share issuance, the
employees to receive bonus may include employees
serving with aliates who meet specific requirements.
Such specific requirements shall be prescribed by the
Board of Directors.
2. Employee Bonus proposal adopted by the Board：
Unit: NT$ thousands
Distribution of 2010
Earnings Accrued Expenses for Employee Bonus Resolution Approved by the Board of Directors
Employee Bonus 8,491,704 2011.04.30
Employee Stock
Bonus (Note 2) 4,245,852
Employee Cash
Bonus 4,245,852
Total Amount 8,491,704
Directors' and
Supervisors'
Remuneration 0 0
N ote1 : There is no dierence between the value of employee cash/stock bonuses and Director/
Supervisor remunerations proposed by the Board and expenses accrued in the financial
reporting period.
Note 2: For employee stock bonus, the number of shares shall be calculated based on the
closing price one day prior to the 2011 Annual General Shareholders' Meeting on an ex-
dividend basis. For employees receiving less than one share, bonuses will be distributed
in the form of cash.
3. Distributions of 2009 employees' bonus and remunerations
for Directors and Supervisors:
Distributions of earnings in 2009
Date of the Board resolution 2010.04.28
Date of Annual Shareholders'
Meeting 2010.06.18
Total stock bonus as employee
bonus Total Number of Shares (Note) 5,020,649
Total Amount (NT$1,000) 1,943,694
Total cash bonus as employee
bonus (NT$1,000) 2,915,542
Total employee bonus (NT$1,000) 4,859,236
Director' and Supervisors'
Remuneration (NT$1,000) 0
Note: For employee stock bonus, the total number of new shares issued (5,020,649) is
calculated based on the closing price (NT$ 432.5) one day prior to the 2010 Annual
General Shareholders' Meeting on an ex-dividend basis. The amount less than one
share (NT$ 382) was distributed in the form of cash.
(9) Share Repurchases:
Topic Explanation
Initial Estimation of Share Buy-back Status
Board of Director resolution 02/09/2010
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 o-
setting of buy-back Treasury stocks.
Type of share buy-back Common stock
Total amount allocated for share buy-back NTD 7,500,000,000
Buy-back period 02/10/2010~04/09/2010
Estimated number of buy-back shares (as
percentage of total outstanding shares) 15,000,000 shares (1.90%)
Estimated buy-back price interval
Buy-back stock price is between NTD 280 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 280.
Method of Buy-back Buy-back shares from stock exchange
Actual Stock Buy-back Status
Buy-back period 02/10/2010~03/05/2010
Number of buy-back shares (as a
percentage of total shares outstanding) 15,000,000 shares (1.90%)
Total amount for buy-back shares NTD 4,834,173,984
Average price per buy-back share NTD 322.28
Topic Explanation
Number of Shares Cancelled or Transferred Cancelled 15,000,000 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%
Topic Explanation
Initial Estimation of Share Buy-back Status
Board of Director resolution 07/11/2010
Purpose of the share buy-back
To transfer stocks to employees. According to
the Regulations Governing Share Repurchase
by Listed and OTC Companies, Article 2
requires to buy back Treasury stocks.
Type of share buy-back Common stock
Total amount allocated for share buy-back NTD 6,310,000,000
Buy-back period 07
/13/2010~09/11/2010
Estimated number of buy-back shares (as
percentage of total outstanding shares) 10,000,000 shares (1.29%)
Estimated buy-back price interval
Buy-back stock price is between NTD 526 to
NTD 631. It is further resolved by the Board
of Directors to continue buy-back of shares
if the stock price falls under NTD 526.
Method of Buy-back Buy-back shares from stock exchange
Actual Stock Buy-back Status
Buy-back period 07/28/2010~09/03/2010
Number of buy-back shares (as a
percentage of total shares outstanding) 4,786,000 shares (0.59%)
Total amount for buy-back shares NTD 2,865,989,634
Average price per buy-back share NTD 598.83
Number of Shares Cancelled or Transferred 0 shares
Cumulative number of own shares held 4,786,000 shares
Ratio of cumulative number of own shares
held during the repurchase period to the
total number of the Company's issued shares
0.59%
Topic Explanation
Initial Estimation of Share Buy-back Status
Board of Director resolution 10/29/2010
Purpose of the share buy-back
To transfer stocks to employees. According to
the Regulations Governing Share Repurchase
by Listed and OTC Companies, Article 2
requires to buy back Treasury stocks.
Type of share buy-back Common stock
Total amount allocated for share buy-back NTD 4,250,000,000
Buy-back period 11/01/2010~11/30/2010
Estimated number of buy-back shares (as
percentage of total outstanding shares) 5,000,000 shares (0.61%)
Estimated buy-back price interval
Buy-back stock price is between NTD 565 to
NTD 850. It is further resolved by the Board
of Directors to continue buy-back of shares
if the stock price falls under NTD 565.
Method of Buy-back Buy-back shares from stock exchange
Actual Stock Buy-back Status
Buy-back period 11/02/2010~11/30/2010
Number of buy-back shares
(as a percentage of total shares
outstanding)
5,000,000 shares (0.61%)
Total amount for buy-back shares NTD 3,986,503,299
Average price per buy-back share NTD 797.30
Number of Shares Cancelled or Transferred 0 shares
Cumulative number of own shares held 9,786,000 shares
Ratio of cumulative number of own shares
held during the repurchase period to the
total number of the Company's issued shares
1.20%
Topic Explanation
Initial Estimation of Share Buy-back Status
Board of Director resolution 10/29/2010
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
o-setting of buy-back Treasury stocks.
Type of share buy-back Common stock
Total amount allocated for share buy-back NTD 4,250,000,000
Buy-back period 12/01/2010~12/31/2010
Estimated number of buy-back shares (as
percentage of total outstanding shares) 5,000,000 shares (0.61%)
Topic Explanation
Estimated buy-back price interval
Buy-back stock price is between NTD 565 to
NTD 850. It is further resolved by the Board
of Directors to continue buy-back of shares
if the stock price falls under NTD 565.
Method of Buy-back Buy-back shares from stock exchange
Actual Stock Buy-back Status
Buy-back period Note
Number of buy-back shares
(as a percentage of total shares
outstanding)
0 share
(0%)
Total amount for buy-back shares NTD 0
Average price per buy-back share N/A
Number of Shares Cancelled or Transferred 0 share
Cumulative number of own shares held 9,786,000 shares
Ratio of cumulative number of own shares
held during the repurchase period to the
total number of the Company's issued
shares
1.20%
Note: 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.
II. Issuance of corporate bonds
N one
III. Status of Preferred shares
None
IV. Global depository receipts
2011.03.31
Issue Date 2003.11.19
Issuance and Listing Luxembourg
Total amount USD 105,182,100.60
Oering price per GDR USD 15.4235
Units issued 8,804,767 (note)
Underlying securities Cash oering and common shares from selling
shareholders
Common shares represented 35,219,078 (note)
Rights and obligations of GDR holders Same as that of common share holders
Trustee Not applicable
Depositary bank Citibank, N.A.–New York
Custodian bank Citibank Taiwan Limited
GDRS outstanding 5,093,710
Apportionment of expenses for issuance
and 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 accounting fees were borne by HTC.
Terms and conditions in the deposit
agreement and custody agreement See deposit agreement and custody agreement for details
Closing price
per GDR 2010 High USD 123.33
Low USD 34.59
Average USD 69.45
2011.01.01~
2011.03.31 High USD 156.44
Low USD 116.88
Average USD 135.03
Note: The total number of units issued includes original issuance of 6,819,600 units (representing
27,278,400 common shares) and additional issuance representing stock dividends paid on
common shares underlying the GDRs:
18 August 2004: dividends on the common shares represented by overseas depositary
receipts, in the amount of 216,088 units (representing 864,352 common shares)
12 August 2005: dividends on the common shares represented by overseas depositary
receipts, in the amount of 70,290 units (representing 281,161 common shares)
1 August 2006: dividends on the common shares represented by overseas depositary
receipts, in the amount of 218,776 units (representing 875,107 common shares)
20 August 2007: dividends on the common shares represented by overseas depositary
receipts, in the amount of 508,556 units (representing 2,034,224 common shares)
21 July 2008: dividends on the common shares represented by overseas depositary
receipts, in the amount of 488,656 units (representing 1,954,626 common shares)
9 August 2009: dividends on the common shares represented by overseas depositary
receipts, in the amount of 170,996 units (representing 683,985 common shares)
3 August 2010: dividends on the common shares represented by overseas depositary
receipts, in the amount of 311,805 units (representing 1,247,223 common shares)
V. Employee share warrants
(1) During the current fiscal year up to the date of printing
of this annual report, HTC has not issued any employee
share warrants.
(2) During the current fiscal year up to the date of printing
of this annual report, HTC does not have unexpired
employee share warrants outstanding.
VI. Issuance of new shares for
mergers and acquisitions
(1) During the current fiscal year up to the date of printing
of this annual report, the Company has not issued new
shares for mergers and acquisitions.
(2) During the current fiscal year up to the date of printing of
this annual report, the Board of Directors has not adopted
any resolution to issue new shares for mergers and
acquisitions.
VII. Implementation of the
Company's funds utilization
plan
The Company does not have unfinished funds utilization plans
or plans that have not produced the desired benefits during the
fiscal year up to the date of printing of this annual report.