HTC 2011 Annual Report Download - page 52

Download and view the complete annual report

Please find page 52 of the 2011 HTC annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 115

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115

(9) Share repurchases:
2012.05.10
Topic Explanation
Initial Estimation of Share Buy-back Status
Board of Director resolution 07/16/2011
Purpose of the share buy-back (Note 3)
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 11,000,000,000
Buy-back period 07/18/2011~08/17/2011
Estimated number of buy-back shares
(as percentage of total outstanding shares) (Note 1)
10,000,000 shares
(1.22%)
Estimated buy-back price interval
Buy-back stock price is between NTD 900 to NTD 1,100. It is further
resolved by the Board of Directors to continue buy-back of shares if the
stock price falls under NTD 900.
Method of Buy-back Buy-back shares from stock exchange
Actual Stock Buy-back Status
Buy-back period 07/21/2011~08/17/2011
Number of buy-back shares
(as a percentage of total shares outstanding) (Note 2)
10,000,000 shares
(1.16%)
Total amount for buy-back shares NTD 8,509,335,774
Average price per buy-back share NTD 850.93
Number of shares cancelled or transferred Cancelled 10,000,000 shares
Cumulative number of own shares held 20,825,045 shares
Ratio of cumulative number of own shares held during the repurchase
period to the total number of the Company's issued shares 2.44%
Initial Estimation of Share Buy-back Status
Board of Director resolution 07/16/2011
Purpose of the share buy-back (Note 3)
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 11,000,000,000
Buy-back period 08/18/2011~09/17/2011
Estimated number of buy-back shares
(as percentage of total outstanding shares) (Note 1)
10,000,000 shares
(1.22%)
Estimated buy-back price interval
Buy-back stock price is between NTD 900 to NTD 1,100. It is further
resolved by the Board of Directors to continue buy-back of shares if the
stock price falls under NTD 900.
Method of Buy-back Buy-back shares from stock exchange
Actual Stock Buy-back Status
Buy-back period 08/18/2011~09/16/2011
Number of buy-back shares
(as a percentage of total shares outstanding) (Note 2)
10,000,000 shares
(1.16%)
Total amount for buy-back shares NTD 7,576,762,585
Average price per buy-back share NTD 757.68
Number of shares cancelled or transferred 0 share
Cumulative number of own shares held 20,825,045 shares
Ratio of cumulative number of own shares held during the repurchase
period to the total number of the Company's issued shares 2.44%
(Continued)
3. There is no material change in dividend policy.
(7) Impact of the Stock Dividend Proposal on Operational Performance and Earnings per Share:
HTC will not distribute stock dividends at the 2012 Annual Shareholders' Meeting; therefore it is not applicable.
(8) Employee Profit Sharing and Compensation for Directors and Supervisors:
1. Percentage and scope of employee profit sharing and Director and Supervisor remuneration as stipulated in
the Company's Article of Incorporation.
The Company's Articles of Incorporation stipulate that earnings shall be allocated in the following order:
(1) To pay taxes.
(2) To cover accumulated losses, if any.
(3) To appropriate 10% legal reserve unless total legal reserve accumulated has already reached the amount of the
Company's authorized capital.
(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 Offering 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 affiliates 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 2011 Earnings Accrued Expenses for Employee
Bonus Resolution Approved by the Board of Directors
Employee Bonus 7,238,637
2012.04.24
Employee Stock Bonus (Note 2) 0
Employee Cash Bonus 7,238,637
Total Amount 7,238,637
Directors' and Supervisors'
Remuneration 0 0
Note： There is no difference between the value of employee bonuses and Director/Supervisor remunerations proposed by the Board and expenses accrued in the financial reporting period.
3. Distributions of 2010 employees' bonus and remunerations for Directors and Supervisors:
Distributions of earnings in 2010
Date of the Board resolution 2011.04.30
Date of Annual Shareholders' Meeting 2011.06.15
Total stock bonus as employee bonus Total Number of Shares (Note) 4,005,520
Total Amount (NT$1,000) 4,245,852
Total cash bonus as employee bonus (NT$1,000) 4,245,852
Total employee bonus (NT$1,000) 8,491,704
Director' and Supervisors' Remuneration (NT$1,000) 0
Note: For employee stock bonuses NT$4,245,852,065, the total issuance of new shares 4,005,520 shares is calculated based on the closing price (NT$1,150) one day prior to the
2011 Annual General Shareholders' Meeting on an ex-dividend basis NT$1,060. The amount of NT$ 865 which is calculated less than one share will be distributed in the form
of cash.
5
CAPITAL AND SHARES
| 100 |
5
CAPITAL AND SHARES
| 101 |