HTC 2012 Annual Report Download - page 52

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(3) Distributions of 2011 employees' bonus and remunerations for Directors and Supervisors:
Distributions of earnings in 2011
Date of the Board resolution 2012.04.24
Date of Annual Shareholders' Meeting 2012.06.12
Total stock bonus as employee bonus Total Number of Shares 0
Total Amount (NT$1,000) 0
Total cash bonus as employee bonus (NT$1,000) 7,238,637
Total employee bonus (NT$1,000) 7,238,637
Director' and Supervisors’ Remuneration (NT$1,000) 0
9. Share Repurchases:
Topic Explanation
Initial Estimation of Share Buy-back Status
Board of Director resolution 12/20/2011
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 6,500,000,000
Buy-back period 12/20/2011~02/19/2012
Estimated number of buy-back shares
(as percentage of total outstanding shares) (Note 1) 10,000,000 shares (1.16%)
Estimated buy-back price interval
Buy-back stock price is between NTD 445 to NTD 650. It is
further resolved by the Board of Directors to continue buy-
back of shares if the stock price falls under NTD 445.
Method of Buy-back Buy-back shares from stock exchange
Actual Stock Buy-back Status
Buy-back period 12/30/2011~02/17/2012
Number of buy-back shares
(as a percentage of total shares outstanding) (Note2) 6,914,000 shares (0.81%)
Total amount for buy-back shares NTD 3,750,055,902
Average price per buy-back share NTD 542.39
Number of Shares Cancelled or Transferred 0 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%
Note 1: The percentage is calculated based on the total outstanding shares when the Company reported share repurchase.
Note 2: The percentage is calculated based on the total outstanding shares when the Company reported expiration of repurchase period or completion of the
repurchase.
necessary adjustments to the actual distribution ratio on the basis of the number of issued and outstanding
shares registered in the Common Stockholders' Roster as at the record date.
(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 2013 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:
a. To pay taxes.
b. To cover accumulated losses, if any.
c. To appropriate 10% legal reserve unless total legal reserve accumulated has already reached the amount of
the Company's authorized capital.
d. To pay remuneration to Directors and Supervisors up 0.3% of the balance after deducting the amounts under
subparagraphs 1 to 3.
e. 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 2012 Earnings Accrued Expenses for
Employee Bonus Resolution Approved by the Board of Directors
Employee Bonus
976,327
2013.05.01
Employee Stock Bonus 0
Employee Cash Bonus 976,327
Total Amount 976,327
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.
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INFORMATION ON CAPITAL RAISING ACTIVITIES
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INFORMATION ON CAPITAL RAISING ACTIVITIES