4. Company Shares and Fund Raising

Transcription

1 . Company Shares and Fund Raising

2 36.1 Capital and Shares (April 20, 2010).1.1 Changes in share capital Date of Issue Type of Issue Number of Shares Issued Unit: Shares Total Number of Issued Shares after the Issue May 30, 2001 Issuance of Shares 1,000,000 1,000,000 August 31, 2001 New issuance of Shares 99,000, ,000,000 April 2, 2002 Consideration to purchase assets from Acer 00,000, ,000,000 July 1, 2002 New issuance of Shares 300,000, ,000,000 March 21, 2003 Issuance of employee stock option 9,962, ,962,000 August 12, 2003 Issuance of employee stock option 1,835, ,797,000 November 7, 2003 New issuance of Shares and issuance of employee stock option 59,128, ,925,100 April 7, 200 Issuance of employee stock option 11,7, ,399,100 September 23, 200 New issuance of Shares and issuance of employee stock option 66,591,955 98,991,055 January 20, 2005 Issuance of employee stock option 323,000 99,31,055 April 15, 2005 Issuance of employee stock option 1,27, ,71,055 June 29, 2005 Issuance of employee stock option 7,650, ,391,055 October 27, 2005 New issuance of GDR and issuance of employee stock option and issuance of 182,177,872 1,10,568,927 ECB transferred. January 12, 2006 Issuance of employee stock option and issuance of ECB transferred. 37,705,313 1,178,27,20 April 3, 2006 Issuance of employee stock option and issuance of ECB transferred. 18,087,896 1,196,362,136 August 28, 2006 New issuance of Shares 75,99,700 1,272,356,836 August 31, 2007 New issuance of Shares 109,569,23 1,381,926,070 July 31, 2008 Issuance of common stocks through private placement 2,000,000 1,05,926,070 September 26, 2008 New issuance of Shares 110,710,639 1,516,636,709 June 26, 2009 New issuance of GDR 150,000,000 1,666,636,709 September, 2009 New issuance of Shares 183,979,117 1,850,615,826 February 3, 2010 Issuance of employee stock option 13,653,000 1,86,268,826 April 6, 2010 Issuance of employee stock option 5,525,000 1,869,793,826 Unit: Shares Shares Category Issued shares (note) Listed Authorized capital Non-listed (note) Non-issued Total Common shares 1,82,615,673 27,65, ,730,17 2,500,000,000 Notes Stock option 105,000,000 shares Note: private placements of common shares

3 Shareholding Structure Category/Number Government Institution Financial Institution.1.3 The Distribution of Shareholdings Other Institution Individual FINI Total No. of Shareholders , ,039 No. of Shareholding 87,191,33 18,135, ,826, ,581,397 1,225,535,29 1,870,269,826 Percentage (%) Category by shareholdings No. of Shareholders Number of Shares Percentage (%) 1 ~ ,585 11,1, ,000 ~ 5,000 27,92 57,275, ,001 ~ 10,000,3 33,839, ,001 ~ 15,000 1,56 19,088, ,001 ~ 20, ,71, ,001 ~ 30, ,318, ,001 ~ 50, ,39, ,001 ~ 100, ,22, ,001 ~ 200, ,2, ,001 ~ 00, ,265, ,001 ~ 600, ,29, ,001 ~ 800, ,018, ,001 ~ 1,000, ,281, ,000,001 and above 28 1,38,01, Total 90,039 1,870,269, The List of Major Shareholders Shares Name Number Percentage (%) JPMorgan Chase Bank N.A. Taipei Branch in custody for Capital Income Builder, Inc. 10,690, Acer Incorporated 72,606, JPMorgan Chase Bank N.A. Taipei Branch in custody for Saudi Arabian Monetary Agency 69,519, JPMorgan Chase Bank N.A. Taipei Branch in custody for Capital World Growth and Income Fund Inc. 56,70, HSBC INSTITUTIONAL TRUST SERVICES (ASIA) LIMITED 52,72, JPMorgan Chase Bank N.A. Taipei Branch in custody for New World Fund, Inc. 32,916, Bureau of Labor Insurance 27,838, LITE-ON Technology Corp. 27,65, Labor Pension Fund Supervisory Committee 23,527, Fubon Insurance Company. 22,678,

4 Market Price Per Share, Net Value, Earnings & Dividends For Latest Two Years Item Market Price Per Share Net Value Per Share Earnings Per Share Dividend Per Share Return on Investment Analysis Period Unit: NT$ Highest Lowest Average Before Distribution After Distribution Weighted Average Share Numbers (thousand shares) 1,652,937 1,76,037 Earnings Per Share Current Adjusted.16 - Cash Dividend (NT$) Stock Dividend Retained Earning (%) Capital Surplus (%) 0 0 Accumulated unpaid dividends 0 0 P/E Ratio P/D Ratio Cash Dividend Yield 2.29% 5.7%.1.6 Dividend Policy If the Company has profit as a result of the yearly accounting closing, 10% of the profit net of tax and the amount for making up of any accumulated loss shall be set aside as legal reserve, and thereafter an amount shall be set aside as special reserved in accordance with the Securities and Exchange Act. The balance, if any, will be distributed in accordance with the following: (1) Minimum 5% of the unappropriated earnings as employee bonuses; the employees eligible for the bonuses include the employees of the Company s subsidiaries that meet certain criteria. The Company s board of directors determines the criteria. (2) 1% of unappropriated earnings as remuneration for directors, distributed in cash; and (3) the remainder, after retaining a portion for certain business considerations, as additional dividends to stockholders. Because the Company is a technology- and capital-intensive enterprise and is in its growth phase, it has adopted a more prudent approach in the appropriation of its remaining earnings as its dividend policy, in order to sustain its long-term capital needs and thereby maintain

5 39 continuous development and steady growth. The ratio for distributing stock dividends shall not be lower than 10% of total distribution..1.7 Dividend Distribution Plan that is Proposed to be Resolved in This General Shareholders Meeting The Board adopted a proposal for 2009 profit distribution at its quarterly meeting on April 23, The proposed profit distribution will be effected upon the approval of shareholders at the Annual Shareholders Meeting on June 18, Proposal for Distribution of 2009 Profits Unit: NT$ Legal Reserve 913,63,659 Stock Dividends to Common Shareholders (NT$0.5 per share at par value, i.e., 50 shares for each 1,000 shares owned) 935,13,920 Cash Dividends to Common Shareholders (NT$2.7 per share) 5,09,728,530 Note: Employees Profit Sharing 1,196,81,263 Cash Remuneration for Directors & Supervisors 82,211, Bonuses to Employees and Remunerations to Directors, Supervisors (1) According to the Company s Articles of Incorporation, when allocating net profits for each fiscal year, the Company, after setting aside regulatory-required legal reserves, shall set aside 1% of the balance as cash remuneration for directors and supervisors, and not less than 5% as bonus to employees of the Company. (2) The Board of Directors proposed a dividend distribution plan of 2009 as follows: A. NT$1,196,81,263 as cash bonuses to employees, NT$82,211,729 as remuneration to directors and supervisors. B. The employee bonus of NT$1,196,81,263 in 2009 will be distributed by cash. C. The estimated EPS is NT$.5, after taking consideration of the bonuses or remuneration distributed to employees and directors and supervisors respectively.

6 0 (3) The Bonuses to Employees and Remunerations to Directors, Supervisors in 2008: Board Resolution Amount (NT$) Amount (NT$) 2008 Actual Result (NOTE1) Underlying Number of Shares Dilution(%) Employee Profit Sharing in Cash Employee Profit Sharing in Stock 982,073, ,073,28 20,182, % Remunerations to Directors and Supervisors 61,901,367 61,901, Total 1,03,97,617 1,03,97, 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 Shareholder s Meeting on an ex-dividend basis, i.e., NT$8.66 per share. The fractional share, being less than one full share, was distribution in cash..2 GDR Issuance: Issuance of Global Depositary Shares Date of Issuance September 22, 2005 June 19, 2009 Issuance and Listing Luxembourg Stock Exchange Total Amount US$ 233,620,000 US$ 223,500,000 Offering Price per GDS US$ 9.38 US$1.9 Units Issued 1,905,889 Underlying Securities Common Shares Represented Rights and Obligations of GDS Holders Trustee Depositary Bank Custodian Bank GDSs Outstanding Apportionment of expenses for the issuance and maintenance 19,058,905 shares 19,058,905 shares Same as those of Common Share Holders Not Applicable Citibank, N.A.-New York First Commercial Bank Co. Ltd. Date: March 31, ,329,791 units All fees and expenses such as underwriting fees, legal fees, listing fees and other expenses related to issuance of GDSs were borne by Wistron and the selling shareholders, while maintenance expenses such as annual listing fees were borne by Wistron. Terms and Conditions in the Deposit Agreement and Custody Agreement See Deposit Agreement and Custody Agreement for Details High US$ Low US$ 2.78 Closing Price per GDS 01/01/2010~ 03/31/2010 Average US$ High US$ Low US$ 16.8 Average US$ 18.28

7 1.3 Employee Stock Options Date: April 20, 2010 Employee Stock Option Granted First Grant of 2007 Approval Date by the Authority November 15, 2007 Grant Date November 16, 2007 Number of Options Granted 105,000,000 Percentage of Shares Exercisable to Outstanding Common Shares 5.61% Option Duration 7 years Source of Option Shares New Common Share 2009/11/17 up to 1/3 Vesting Schedule 2010/11/17 up to 2/3 2011/11/17 up to 3/3 Shares Exercised 19,65,000 Value of Shares Exercised NT$6.7 Shares Unexercised 85,36,000 Adjusted Exercise Price Per Share NT$6.7 Percentage of Shares Unexercised to Outstanding Common Shares.56% Impact on Shareholders Equity Dilution to Shareholders Equity is limited. Implementation of the Company s Fund Raising and Utilization Plan A. Plan: Total fund raised: US$180,000,000 (about NT$6,08,000,000); 15 million Wistron s new shares through GDR issuance (1) Utilization: Planned Activities Finish Date Total Funds Raised Purchase of oversea materials Unit: Thousand NT$ Projected Implementation ,08,000 6,08,000 Q2 B. Implementation: (1) Implementation Details Finish Date Total Funds aised Actual Implementation 2009 Q3 Unit: Thousand NT$ ,350,692 7,350,692 (2) The total proceeds to the company from this offering all used for the purchase of overseas materials.

8 2 (3) Finance Analysis: a. Generating the revenue growth with sufficient working capital. b. Lowering the foreign exchange risk c. Saving interest expense: Based on current floating rate of 1% for short term borrowing, these funds would reduce the interest cost by US$2,235,000 (about NT$71,520,000). () Comparison of before and after this issuance: 31 st Mar., th June, 2009 Current Asset 81,602, ,7,79 Financial Info Current Liability 60,832,187 76,002,852 Total liability 68,280,086 83,059,782 Interest Expense 90, ,729 Financial Structure Ability to payoff debt Equity Capital Ratio 36.25% 36.15% LT Capital /Fix Asset 113.0% % Current Ratio 13.1% % Quick Ratio 125.1% %