HTC : Board of Directors resolved to buy back HTC common stocks_ For the cancellation of shares

1.Date of the board of directors resolution:2016/05/14

2.Purpose of the share repurchase:

Such repurchase is proposed and arranged for the cancellation of shares

for the maintenance of Company's credit and protection of the interest

of shareholders.

3.Type of shares to be repurchased:HTC's common stock

4.Ceiling on total monetary amount of the share repurchase:

NT$51,684,388,476 (The aforementioned NT$51,684,388,476 is the

regulatory cap on the total value of the shares that can be bought.HTC

Board of Directors resolved that the Ceiling on the total monetary

amount of the repurchase is NT$2,800,000,000.)

5.Scheduled period for the repurchase:2016/05/16~2016/07/15

6.Number of shares to be repurchased:40,000,000 shares.

7.Repurchase price range:NT$ 47.00 to NT$ 70.00 per share.

Repurchasing will continue even when the share price is lower

than the lower bound of the above price range.

8.Method for the repurchase:Repurchase at a centralized securities exchange.

9.Ratio of the shares to be repurchased to total issued shares of the

Company:4.83%

10.Number of the Company's own shares held at the time

of reporting:0 shares

11.Status of repurchases within three years prior to the time of

reporting:

HTC has executed two repurchases within the past three years, for a total of

11,899,000 shares of common stock.

12.Status of repurchases that have been reported but not yet

completed:

No repurchases that have been reported but not yet completed.

13.Minutes of the board of directors meeting that resolved for the share

repurchase:

Proposal for the repurchase of the Company's shares and cancellation of

such shares is submitted for discussion.

Contents:

(1)Pursuant to the second Article of the Regulations Governing Share

Repurchases by Listed and OTC Companies, the Company will repurchase

Treasury Stock for the cancellation of shares for the Company's credit

and interest of shareholders.

(2) The following related matters are proposed for this repurchase:

(a) Purpose of the repurchase: Such repurchase is proposed and

arranged for the cancellation of shares for the interest of shareholders

and the Company's credit.

(b) Types of shares to be repurchased: the Company's common shares

(c) Ceiling on total monetary amount of the repurchase: NT$2,800,000,000

(d) Planned period for the repurchase, and number of shares to be

repurchased:It is proposed to repurchase 40,000,000 shares from

May 16, 2016 to July 15, 2016.

(e) Price range of the shares to be repurchased: From NT$47.00 to NT$70.00,

Repurchasing may continue even if the share price is lower than the

lower bound of the above price range.

(f) Method for the repurchase: Repurchase at a centralized securities

exchange.

(3)The number of issued outstanding common shares is 827,419,055. The

number of repurchased common shares constitutes 4.83 % of the issued

outstanding common shares, and the Company's own funds will be used to

buy Treasury Stock, so that the financial status and that capital of the

Company will not be affected. By law, when the Company repurchases its

own shares, it shall announce the repurchase, and report to the Financial

Supervisory Commission (as Appendix 1) that was considered at a meeting

of the board of directors and on which the resolution was made by the

directors present.

(4) The proposal is submitted for discussion and resolution.

Resolution: This Proposal has been approved unanimously by the

Directors presented (6 seats).

14.The rules for transfer of shares set forth in Article 10 of the Guidelines

for Repurchase of Shares by Listed and OTC Companies:N/A

15.The rules for conversion or subscription of shares set forth in Article 11

of the Guidelines for Repurchase of Shares by Listed and

OTC Companies:N/A

16.Declaration that the financial state of the Company has been considered by

the board of directors and that its capital maintenance will not be

affected:

1. The Corporation will repurchase, through a majority vote at the 31st

meeting of the 7th Board of Directors attended by at least a two-thirds

quorum on May 14, 2016, its own shares at a centralized securities

exchange market within two months from the day on which the repurchase

was reported to the Financial Supervisory Commission (FSC).

2. Total number of common shares to be repurchased constitutes 4.83% of

the issued outstanding common shares and cash needed for such

repurchase constitutes 3.61% of current assets. The financial status of the

Company was considered at the meeting of the Board of Directors; it is

concluded that the maintenance of Company's capital would not be affected

by the repurchase.

3. This Declaration has been approved unanimously by all the directors

presented (six) at this board meeting.

HTC Corporation

17.Appraisal by a CPA or securities underwriter of the reasonableness of the

share repurchase price:

The buyback of these common shares in the stated price range

will not have a material impact on HTC's financial structure, book

value per share, earnings per share, return on equity, quick

ratio, and current ratio except for cash flow.

18.Other particular specified by the Securities and Futures Bureau:

Given recent share price volatility based on several news reports, HTC's

Board of Directors has authorized a share repurchase program starting from

May 16, 2016 to maintain the Company's credit and increase shareholder

value. The buyback price range is based on +/- 20% of the closing price on

May 13, 2016 (NT$58), according to the regulation of Financial Supervisory

Commission (FSC).

As at the end of 1Q16, HTC's net asset value is NT$61.7bn (equivalent to

NT$74.6 per share), of which the cash position stands at NT$41.8bn

(equivalent to NT$50.5 per share).

HTC believes that this share repurchase program, based on the closing

price of NT$58 on May 13, 2016, will effectively maintain the Company's

credit and protect the interest of our shareholders.