4. CAPITAL AND SHARES

Transcription

1 4. CAPITAL AND SHARES 4.1 Capital and Shares Capitalization Unit: Share/NT$ As of 02/28/2010 Month/ Year Issue Price (Per Share) Authorized Share Capital Capital Stock Remark Shares Amount Shares Amount Sources of Capital 03/ ,050,000, ,500,000,000 25,625,437, ,254,372,560 Exercise of Employee Stock Options: NT$1,462,990 08/ ,050,000, ,500,000,000 25,626,012, ,260,121,600 Exercise of Employee Stock Options: NT$5,749,040 08/ ,050,000, ,500,000,000 25,896,009, ,960,092,610 Capitalization of Profits: NT$1,931,207,890 Capitalization of Surplus: NT$768,763,120 09/ ,050,000, ,500,000,000 25,896,353, ,963,533,440 Exercise of Employee Stock Options: NT$3,440,830 12/ ,050,000, ,500,000,000 25,900,662, ,006,623,390 Exercise of Employee Stock Options: NT$43,089,950 Capital Increase by Assets Other than Cash Date of Approval & Approval Document No. 03/09/2009 Yuan Shang Tzu No /17/2009 Yuan Shang Tzu No /18/2009 Yuan Shang Tzu No /16/2009 Yuan Shang Tzu No /02/2009 Yuan Shang Tzu No

2 TSMC ANNUAL REPORT Capital and Shares Unit: Share As of 02/28/2010 Authorized Share Capital Type of Stock Issued Shares Total Unissued Shares Listed Non-listed Total Common Stock 25,903,538, ,903,538,310 2,146,461,690 28,050,000,000 Shelf Registration:. CAPITAL AND SHARES Composition of Shareholders Common Share Type of Shareholders Government Agencies Financial Institutions Other Juridical Persons Foreign Institutions & Natural Persons Domestic Natural Persons Number of Shareholders , , ,127 Shareholding 1,745,950, ,601, ,372,727 18,686,656,654 3,829,771,566 25,896,353,344 Holding Percentage (%) 6.74% 2.83% 3.48% 72.16% 14.79% % Total Distribution Profile of Share Ownership Common Share Shareholder Ownership (Unit: Share) Number of Shareholders Ownership Ownership (%) 1 ~ ,754 41,589, % 1,000 ~ 5, , ,595, % 5,001 ~ 10,000 54, ,987, % 10,001 ~ 15,000 24, ,492, % 15,001 ~ 20,000 8, ,909, % 20,001 ~ 30,000 10, ,998, % 30,001 ~ 40,000 4, ,454, % 40,001 ~ 50,000 2, ,266, % 50,001 ~ 100,000 5, ,524, % 100,001 ~ 200,000 2, ,520, % 200,001 ~ 400,000 1, ,436, % 400,001 ~ 600, ,109, % 600,001 ~ 800, ,295, % 800,001 ~ 1,000, ,123, % Over 1,000,001 1,398 22,291,049, % Total 483,127 25,896,353, % Preferred Share: Major Shareholders Common Share Shareholders Total Shares Owned Ownership (%) ADR-Taiwan Semiconductor Manufacturing Company, Ltd. 5,487,565, % National Development Fund, Executive Yuan 1,653,709, % JPMorgan Chase Bank N.A. Taipei Branch in custody for Saudi Arabian Monetary Agency 607,363, % JPMorgan Chase Bank N.A. Taipei Branch in custody for Capital Income Builder Inc. 384,615, % JPMorgan Chase Bank N.A. Taipei Branch in custody for Capital World Growth and Income Fund Inc. 382,385, % JPMorgan Chase Bank N.A. Taipei Branch in custody for EuroPacific Growth Fund 358,983, % Ivy Funds Inc. Asset Strategy Fund 341,009, % Government of Singapore 293,755, % JPMorgan Chase Bank N.A. Taipei Branch in custody for The Investment Company of America 287,648, % Cathay Life Insurance Co.,Ltd. 274,917, % 34

3 4.1.5 and by Directors, Management and Shareholders with 10% Shareholdings or More Unit: Share Title Name Chairman & Chief Executive Officer Morris Chang Vice Chairman F.C. Tseng Director National Development Fund, Executive Yuan Representative: Tain-Jy Chen Director & President of New Businesses Rick Tsai Sir Peter Leahy Bonfield Lester Carl Thurow (Note 2) Stan Shih Carleton (Carly) S. Fiorina (Note 3) Thomas J. Engibous (Note 4) Senior & Chief Information Officer Information Technology & Materials Management and Risk Management Stephen T. Tso Senior Operations Mark Liu Senior Business Development C.C. Wei Senior Research and Development Shang-yi Chiang (Note 5) Mainstream Fab Operations/Affiliates M.C. Tzeng & General Counsel Richard Thurston, Chief Financial Officer & Spokesperson Lora Ho Materials Management & Risk Management P.H. Chang Operations Wei-Jen Lo Worldwide Sales and Marketing Jason C.S. Chen & Chief Technology Officer Research and Development Jack Sun Deputy Head of Research and Development Design and Technology Platform Fu-Chieh Hsu Operations Y.P. Chin Quality and Reliability N.S. Tsai President of TSMC North America Rick Cassidy /01/2010 ~ 02/28/ , (1,131,834) - (100,000) - 8,227,119 1,653,044, (304,131) 1,700,000 (60,000) - 7, (359,202) - (30,000) - (441,778) - (20,000) - (637,108) ,557 (800,000) - - (458,323) (700,000) (300,000) - (163,080) , (95,210) - (24,000) - 178, (826,121) (64,001) (785,253) - (5,000) - (577,908) (Continued) 35

4 TSMC ANNUAL REPORT 2009 CAPITAL AND SHARES Title Name Human Resources L.C. Tu Senior Director Finance Jan Kees van Vliet Senior Director New Businesses Y.C. Chao (Note 6) Senior Director Corporate Planning Irene Sun (Note 7) /01/2010 ~ 02/28/ , (68,745) , Note 1: This refers to the creation of security interest over TSMC shares in favor of creditors, usually in connection with a shareholder s own financing activities. Note 2: Professor Lester Thurow s tenure expired on June 9, 2009 because he was not re-elected at the 2009 Annual Shareholders Meeting. Note 3: Ms. Carleton Fiorina resigned as an independent director of TSMC on November 30, Note 4: Mr. Thomas Engibous was elected as TSMC s independent director at the 2009 Annual Shareholders Meeting on June 10, Note 5: Mr. Shang-yi Chiang was appointed on November 10, Net change in his shareholding or shares pledged was from November 10, 2009 to February 28, Note 6: Mr. Y.C. Chao was promoted on May 6, Net change in his shareholding or shares pledged was from May 6, 2009 to February 28, Note 7: Ms. Irene Sun was promoted on August 11, Net change in her shareholding or shares pledged was from August 11, 2009 to February 28, Stock Trade with Related Party: Stock Pledge with Related Party: Information on Our 10 Largest Shareholders Who are Related Parties to Each Other Common Name Current Shareholding Spouse & Minor Shareholding TSMC Shareholding by Nominee Arrangement Name and Relationship between TSMC s Shareholders as Defined in the Statement of Financial Accounting Standards No.6 Shares % Shares % Shares % Name Relationship ADR-Taiwan Semiconductor Manufacturing Company, Ltd. 5,487,565, % N/A N/A N/A N/A National Development Fund, Executive Yuan Representatives: Tain-Jy Chen 1,653,709, % N/A N/A N/A N/A , % - - JPMorgan Chase Bank N.A. Taipei Branch in custody for Saudi Arabian Monetary Agency 607,363, % N/A N/A N/A N/A JPMorgan Chase Bank N.A. Taipei Branch in custody for Capital Income Builder Inc. 384,615, % N/A N/A N/A N/A JPMorgan Chase Bank N.A. Taipei Branch in custody for Capital World Growth and Income Fund Inc. 382,385, % N/A N/A N/A N/A JPMorgan Chase Bank N.A. Taipei Branch in custody for EuroPacific Growth Fund 358,983, % N/A N/A N/A N/A Ivy Funds Inc. Asset Strategy Fund 341,009, % N/A N/A N/A N/A Government of Singapore 293,755, % N/A N/A N/A N/A JPMorgan Chase Bank N.A. Taipei Branch in custody for The Investment Company of America 287,648, % N/A N/A N/A N/A Cathay Life Insurance Co.,Ltd. Chairman: Hong-Tu Tsai 274,917, % N/A N/A N/A N/A 36

5 4.1.9 Long-term Investment Ownership Long-term Investment Equity Method: Ownership by TSMC (1) Direct/Indirect Ownership by Directors and Management (2) Total Ownership (1) + (2) Shares % Shares % Shares % TSMC Partners, Ltd. 988,268, % 0 0% 988,268, % TSMC Global, Ltd. 1, % 0 0% 1, % TSMC North America 11,000, % 0 0% 11,000, % TSMC Europe B.V % 0 0% % TSMC Japan Limited 6, % 0 0% 6, % TSMC Korea Limited 80, % 0 0% 80, % TSMC China Company Limited Not Applicable 100.0% 0 0% Not Applicable 100.0% Systems on Silicon Manufacturing Co. Pte Ltd. 313, % 0 0% 313, % Vanguard International Semiconductor Corp. 628,223, % 274,029, % (Note 2) 902,253, % Xintec Inc. 93,081, % 0 0% 93,081, % Global Unichip Corporation 46,687, % 0 0% 46,687, % Emerging Alliance Fund, L.P. Not Applicable 99.5% 0 0% Not Applicable 99.5% VentureTech Alliance Fund II, L.P. Not Applicable 98.0% 0 0% Not Applicable 98.0% VentureTech Alliance Fund III, L.P. Not Applicable 98.0% 0 0% Not Applicable 98.0% Cost Method: Non-publicly Traded United Industrial Gases Co. Ltd. 16,782, % Not Available (Note 3) Not Available (Note 3) Not Available (Note 3) Not Available (Note 3) Shin-Etsu Handotai Taiwan Co. Ltd. 10,500, % Not Available (Note 3) Not Available (Note 3) Not Available (Note 3) Not Available (Note 3) W.K. Technology Fund IV 4,000, % Not Available (Note 3) Not Available (Note 3) Not Available (Note 3) Not Available (Note 3) Funds Horizon Ventures Fund I, L.P. Not Applicable 12.1% Not Applicable Not Available (Note 3) Not Applicable Not Available (Note 3) Crimson Asia Capital Ltd., L.P. Not Applicable 1.0% Not Applicable Not Available (Note 3) Not Applicable Not Available (Note 3) Note 1: Not applicable. These firms do not issue shares. TSMC s investment is measured as a percentage of ownership. Note 2: 16.3% represents the shareholding owned by National Development Fund, Executive Yuan Note 3: Not available. Not all information is available to TSMC as of the report date. As of 12/31/ Share Information TSMC s earnings per share decreased 9.6% in 2009 to NT$3.44 per share. The following table details TSMC s net worth, earnings, dividends and market price per common share in 2009, as well as other data regarding return on investment. Net Worth, Earnings, Dividends, and Market Price Per Common Share Unit: NT$, except for weighted average shares and return on investment ratios Item /01/2010 ~ 02/28/2010 Market Price Per Share Highest Market Price (Note 2) (Note 2) Lowest Market Price (Note 2) (Note 2) Average Market Price (Note 2) (Note 2) Net Worth Per Share Before Distribution After Distribution (Note 6) - Earnings Per Share Weighted Average Shares (thousand shares) 26,106,676 25,913,603 - Diluted Earnings Per Share (Note 6) - Adjusted Diluted Earnings Per Share (Note 2) 3.81 (Note 6) - Dividends Per Share Cash Dividends (Note 6) - Stock Dividends Dividends from Retained Earnings (Note 6) - Dividends from Capital Surplus (Note 6) - Accumulated Undistributed Dividend Return on Investment Price/Earnings Ratio (Note 3) (Note 6) - Price/Dividend Ratio (Note 4) (Note 6) - Cash Dividend Yield (Note 5) 6% (Note 6) - Note 1: Since 2008, the calculation of diluted earning per share is after consideration of expensing estimated profit sharing to employees and bonus to directors based on the regulation. Note 2: Retroactively adjusted for stock dividends and profit sharing to employees in stock Note 3: Price/Earnings Ratio = Average Market Price/Adjusted Diluted Earnings Per Share Note 4: Price/Dividend Ratio = Average Market Price/Cash Dividends Per Share Note 5: Cash Dividend Yield = Cash Dividends Per Share/Average Market Price Note 6: Pending for shareholders approval 37

6 TSMC ANNUAL REPORT 2009 CAPITAL AND SHARES Dividend Policy TSMC s profits may be distributed by way of cash dividend and/or stock dividend. The preferred method of distributing profits is by way of an annual cash dividend. Under TSMC s Articles of Incorporation, stock dividend shall not exceed 50% of the total dividend distribution in any given fiscal year. Except under certain conditions specified in the Company s Articles of Incorporation, TSMC does not pay dividends when there is no profit or retained earnings Distribution of Profit The Board adopted a proposal for 2009 profit distribution at its Meeting on February 9, The proposal will be effected according to the relevant regulations, upon the approval of shareholders at the Annual Shareholders Meeting on June 15, In addition, according to the Company s Articles of Incorporation, TSMC shall allocate no more than 0.3% of earnings available for distribution (net income after a regulatory required deduction for prior years losses and contributions to legal and special reserves) as a bonus to directors, and not less than 1% as a bonus to employees. Profit sharing to employees to be distributed after 2010 Annual Shareholders Meeting was recorded as a charge to earnings of approximately 7.5% of net income in year 2009; bonuses to directors were accrued with an estimate based on historical experience. The proposal will be effected according to the relevant regulations, upon the approval of shareholders at the Annual Shareholders Meeting on June 15, If the actual amounts subsequently resolved by the shareholders differ from the above estimated amounts, the differences will be recorded in the year of shareholders resolution as a change in accounting estimate. Proposal to Distribute 2009 Profits Unit: NT$ Cash Dividends to Common Shareholders (NT$3.0 per share) 77,708,119,866 Note: Employees cash bonus and profit sharing and bonus to directors for the year 2009 which have been expensed under the Company s income statements are listed below: -NT$6,691,337,704 distributed employees cash bonus -NT$6,691,337,704 employees cash profit sharing to be distributed after 2010 Annual Shareholders Meeting -NT$67,692,222 directors bonus to be paid after 2010 Annual Shareholders Meeting 2008 Directors Bonus and Employee Profit Sharing Board Resolution (02/10/2009) Actual Result Amount (NT$) Amount (NT$) Underlying Number of Shares Dilution (%) Directors Bonus (Cash) 158,080, ,080, Employee Profit Sharing in Cash 7,494,987,577 7,494,987, Employee Profit Sharing in Stock 7,494,987,578 7,494,987, ,869,914 (Note 2) 0.55% Total 15,148,055,643 15,148,055, Note 1: Each of the above three items, being approved by the Board, has been expensed at the same amount under the company s 2008 income statements. Note 2: The number of shares was calculated based on the closing price one day prior to the 2009 Annual Shareholders Meeting on an ex-dividend basis, i.e., NT$52.83 per share. The fractional share, being less than one full share, was distributed in cash Impact to 2010 Business Performance and EPS Resulting from Stock Dividend Distribution: Not applicable Buyback of Common Stock: Not applicable. 38