HTC 2011 Annual Report Download - page 38

(10) For the most recent fiscal year and during the current fiscal year up to the date of printing of this
annual report, there were no sanctions imposed upon the Company or its internal personnel.
(11) Material Resolutions of the 2011 Shareholders Meeting and Board of Directors Meetings during the
most recent fiscal year and the current fiscal year up to the date of printing of this annual report.
Item Date Material resolutions Note
Year 2011
Board of directors
meeting 2011.01.21
1. Adopted resolution to convene the 2011 Annual General Shareholders Meeting, meeting date, time,
and place, the submission period and place for shareholders' proposals.
2. Adopted resolution for the capital expenditure and the capital injection in the subsidiary HTC
Electronics (Shanghai) Co., Ltd.
Board of directors
meeting 2011.03.17 1. Adopted resolution for the adjusted budget for the office building construction plan in Taoyuan.
Board of directors
meeting 2011.04.30
1. Adopted resolution for Fiscal 2010 earnings distribution proposal.
2. Adopted resolution for capital increase through retained earnings and employee bonuses and
issuance of new shares.
3. Adopted resolution to amend the agenda for convening the 2011 Annual General Shareholders
Meeting of the Company.
4. Adopted resolution for the acquisition of 8 lots of land (lot number 1896 et al, etc.) located in Taoyuan
City, Dashulin Section adjacent to the Taoyuan headquarters.
5. Adopted resolution for the replacement of Company's Spokesperson.
6. Adopted resolution for the resignation of Company's Internal Audit Officer.
7. Adopted resolution for the subsidiary in the US to purchase land and construct an office building.
Resolution resolved to authorize the Chairperson and a specific person appointed by the Chairperson
to execute and process the relevant details of the land purchase and office building construction
within a budget authorized by the board of directors.
Shareholders
meeting 2011.06.15
1. Adoption of the Fiscal 2010 Business Report and Financial Statement
2. Adoption of the Fiscal 2010 Earnings Distribution Proposal
3. Adopted resolution for discussion of the proposal to allocate earnings and employee bonuses to a
capital increase and issuance of new shares
4. Adopted resolution for discussion of the proposal to amend the Articles of Incorporation
5. Adopted resolution for discussion of the proposal to amend the Procedures for the Acquisition or
Disposal of Assets
6. Adopted resolution for election of one additional member to the Board of Directors and by-election
of one supervisor
7. Adopted resolution to release a Director from non-competition restrictions
Please refer to
the notes for
an execution
summary of
the
material
resolutions of
the
shareholders
meeting.
Board of directors
meeting 2011.07.06
1. Adopted resolution to adopt a date of record for the distribution of dividends as well as the dates of
the capital increase, the closing period for the share transfer and the delivery date of cash dividends.
2. Adopted resolution to acquire the entire patent portfolio owned by S3 Graphics Co., Ltd. covering
key graphics technologies, HTC proposes to purchase 100% stock share of S3 Graphics Co. Ltd.
from VIABase Co., Ltd and WTI Investment International, Ltd. through increasing the capital of HTC
Investment One (BVI) Corporation by an amount of US$300 million.
3. Adopted resolution to invest USD 100 Million in Primavera Capital (Cayman) Fund I L.P. (Fund I) which
is managed by Primavera Capital Management Ltd. through capital increment of HTC Investment One
(BVI) Corporation.
Board of directors
meeting 2011.07.16 1. Adopted resolution for the repurchase of the Company's shares and transfer of such shares to employees.
2. Adopted resolution for the repurchase of the Company's shares and cancellation of such shares.
Board of directors
meeting 2011.10.28
1. Adopted resolution to change repurchase purpose of treasury stock from transferring to employees
to cancellation of shares.
2. Adopted resolution to change repurchase purpose of treasury stock from cancellation of shares to
transfer to employees.
3. Adopted resolution for the capital injection of US$ 82 million in High Tech Computer Asia Pacific Pte.
Ltd. and for the capital injection of an equivalent amount thereof in the subsidiary in Luxembourg,
HTC Luxembourg S.a.r.l., through the current investment framework.
Board of directors
meeting 2011.12.20 1. Adopted resolution for the repurchase of the Company's shares and transfer of such shares to
employees.
Board of directors
meeting 2011.12.22
1. Adopted resolution on the appointment of the Company's internal audit officer.
2. Adopted resolution for registering a change of share status to write-off 10,000,000 shares of the
Company's treasury stocks and setting the record date for the reduction of paid-up capital.
3. Adopted resolution to adopt the Company's Compensation Committee Charter.
4. Adopted resolution on the appointment of the Company's Compensation Committee members.
Year 2012
Board of directors
meeting 2012.02.14 1. Adopted resolution for the date, time and venue for the Company's 2012 Annual General Shareholders
Meeting, and the submission period and address for shareholders' proposals.
Board of directors
meeting 2012.04.16 1. Adopted resolution for change of Company's Chief Financial Officer and Spokesperson
Board of directors
meeting 2012.04.23
1. Adopted resolution for Fiscal 2011 earnings distribution proposal.
2. Adopted resolution to amend the agenda for convening the 2012 Annual General Shareholders
Meeting of the Company.
Note 1: Acting pursuant to resolutions adopted at the 2011 regular shareholders meeting regarding the earnings distribution proposal and the earnings capitalization proposal, HTC
completed the following actions in 2011: 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 2011 regular shareholders meeting regarding the proposal to amend the HTC Articles of Incorporation and the election of one
additional member to the Board of Directors and the by-election of one supervisor, HTC has completed an amendment registration with the Ministry of Economic Affairs.
(9) The state of implementation of HTC's internal control system:
1. Statement on Internal Control：
HTC Corporation
Internal Control System Statement
Date: 03/19/2012
The Company states the following with regard to its internal control system for 2011, based on the findings of a self-evaluation:
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 safeguarding 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 Establishment of Internal Control Systems by Public Companies" promulgated by the Financial
Supervisory Commission, Executive Yuan (hereafter, 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
forementioned criteria.
5. Based on the findings of the evaluation mentioned as of 12/31/2011, 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 Act.
7. This statement has been passed by the Board of Directors Meeting of the Company held on 03/19/2012, in which all of the
seven attending directors affirmed the content of this Statement.
Chairman: Cher Wang President: Peter ChouHTC Corporation.
2. External auditors' opinion on HTC's internal control: Not applicable.
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