Annual Reports  >  2013  >  Capital and Shares > Capital and Shares
Capital and Shares

Capitalization

As of 02/28/2014

Unit: Share/NT$

Month/Year

Issue Price
(Per Share)

Authorized Share Capital

Capital Stock

Shares

Amount

Shares

Amount

03/2013

10

28,050,000,000

280,500,000,000

25,924,435,668

259,244,356,680

06/2013

10

28,050,000,000

280,500,000,000

25,928,232,685

259,282,326,850

09/2013

10

28,050,000,000

280,500,000,000

25,928,305,829

259,283,058,290

11/2013

10

28,050,000,000

280,500,000,000

25,928,390,990

259,283,909,900
Month/Year

Remark

Sources of Capital

Capital Increase by Assets
Other than Cash

Date of Approval & Approval
Document No.

03/2013

Exercise of Employee Stock
Options: NT$23,880,900

None

03/11/2013 Yuan Shang Tzu
No.1020007200

06/2013

Exercise of Employee Stock
Options: NT$37,970,170

None

06/06/2013 Yuan Shang Tzu
No.1020016352

09/2013

Exercise of Employee Stock
Options: NT$731,440

None

09/03/2013 Yuan Shang Tzu
No.1020026632

11/2013

Exercise of Employee Stock
Options: NT$851,610

None

11/29/2013 Yuan Shang Tzu
No.1020037052

Capital and Shares

As of 02/28/2014

Unit: Share

Type of Stock

Authorized Share Capital

Total

Issued Shares

Unissued
Shares

Listed

Non-listed

Total

Common Stock

25,929,049,937

0

25,929,049,937

2,120,950,063

28,050,000,000

Shelf Registration: None.

Composition of Shareholders

As of 07/09/2013 (last record date)

Common Share

Type of Shareholders

Government
Agencies

Financial
Institutions

Other Juridical
Persons

Foreign
Institutions
& Natural Persons

Domestic Natural
Persons

Total

Number of
Shareholders

10

234

1,023

3,341

359,899

364,507

Shareholding

1,653,712,458

738,531,978

1,127,435,779

20,023,387,265

2,385,238,349

25,928,305,829

Holding
Percentage (%)

6.38%

2.85%

4.35%

77.22%

9.20%

100.00%

Distribution Profile of Share Ownership

As of 07/09/2013 (last record date)

Common Share

Shareholder Ownership (Unit: Share)

Number of Shareholders

Ownership

Ownership (%)

1 ~ 999

171,105

38,623,504

0.15%

1,000 ~ 5,000

130,752

284,996,435

1.10%

5,001 ~ 10,000

28,306

200,375,733

0.77%

10,001 ~ 15,000

11,294

136,512,854

0.53%

15,001 ~ 20,000

4,922

85,892,113

0.33%

20,001 ~ 30,000

5,565

134,811,854

0.52%

30,001 ~ 40,000

2,644

91,015,467

0.35%

40,001 ~ 50,000

1,621

72,830,364

0.28%

50,001 ~ 100,000

3,222

223,963,582

0.86%

100,001 ~ 200,000

1,702

234,597,317

0.90%

200,001 ~ 400,000

1,096

308,623,163

1.19%

400,001 ~ 600,000

430

209,759,142

0.81%

600,001 ~ 800,000

258

181,133,766

0.70%

800,001 ~ 1,000,000

205

184,443,995

0.71%

Over 1,000,001

1,385

23,540,726,540

90.80%

Total

364,507

25,928,305,829

100.00%

Preferred Share: None.

Major Shareholders

As of 07/09/2013 (last record date)

Common Share

Shareholders

Total Shares Owned

Ownership (%)

ADR-Taiwan Semiconductor Manufacturing Company, Ltd.

5,456,754,818

21.05%

National Development Fund, Executive Yuan

1,653,709,980

6.38%

JPMorgan Chase Bank N.A. Taipei Branch in custody for Saudi Arabian Monetary Agency

854,162,727

3.29%

Government of Singapore

540,394,959

2.08%

JPMorgan Chase Bank N.A. Taipei Branch in custody for EuroPacific Growth Fund

425,265,136

1.64%

JPMorgan Chase Bank N.A. Taipei Branch in custody for ABU DHABI Investment Authority

329,478,439

1.27%

JPMorgan Chase Bank N.A. Taipei Branch in custody for Norges Bank

274,910,515

1.06%

iShares MSCI Emerging Markets Index Fund

246,339,000

0.95%

Vanguard Emerging Markets Stock Index Fund, a Series of Vanguard International Equity Index Funds

235,633,845

0.91%

JPMorgan Chase Bank, N.A., Taipei Branch in Custody for Stichting Depositary APG Emerging Markets Equity Pool

232,312,361

0.90%

Net Change in Shareholding and Shares Pledged by Directors, Management and Shareholders with 10% Shareholdings or More

Unit: Share

Title
Name

2013

01/01/2014 ～ 02/28/2014

Net Change in
Shareholding

Net Change in Shares
Pledged (Note 1)

Net Change in
Shareholding

Net Change in Shares
Pledged (Note 1)

Chairman
Morris Chang

-

-

2,000,000

-

Vice Chairman
F.C. Tseng

(190,000)

-

-

-

Director
National Development Fund, Executive Yuan

　Representative: Johnsee Lee

-

-

-

-

-

-

-

-

Director
Rick Tsai (Note 2)

(930,000)

-

(50,000)

-

Independent Director
Sir Peter Leahy Bonfield

-

-

-

-

Independent Director
Stan Shih

-

-

-

-

Independent Director
Thomas J. Engibous

-

-

-

-

Independent Director
Gregory C. Chow

-

-

-

-

Independent Director
Kok-Choo Chen

-

-

-

-

President and Co-Chief Executive Officer
Mark Liu (Note 3)

(125,000)

-

(25,000)

-

President and Co-Chief Executive Officer
C.C. Wei (Note 3)

276,882

-

-

-

Executive Vice President and Co-Chief Operating Officer
Shang-yi Chiang (Note 4)

(50,000)

 -

N/A

N/A

Senior Vice President and Chief Information Officer
Information Technology, Materials Management and Risk Management
Stephen T. Tso

(570,000)

-

(140,000)

-

Senior Vice President and General Counsel
Legal
Richard Thurston

(12,290)

-

-

-

Senior Vice President, Chief Financial Officer and Spokesperson
Finance
Lora Ho

-

-

-

-

Senior Vice President
Worldwide Sales and Marketing
Jason C.S. Chen (Note 5)

(105,000)

-

N/A

N/A

Senior Vice President
Research and Development
Wei-Jen Lo (Note 6)

(381,000)

-

(8,000)

-

Senior Vice President of TSMC and
President of TSMC North America
Rick Cassidy (Note 6)

-

-

-

-

Vice President
Operations/Affiliate Fabs
M.C. Tzeng

(26,000)

-

-

-

Vice President and Chief Technology Officer
Research and Development
Jack Sun

(34,000)

-

-

-

Vice President
Operations/Product Development
Y.P. Chin

(175,000)

-

(17,000)

-

Vice President
Quality and Reliability
N.S. Tsai

-

-

-

-

Vice President
Human Resources
L.C. Tu (Note 7)

(24,000)

-

N/A

N/A

Vice President
Operations/Mainstream Fabs and Manufacturing Technology
J.K. Lin

(9,000)

-

-

-

Vice President
Operations/300mm Fabs
J.K. Wang

-

-

-

-

Vice President
Corporate Planning Organization
Irene Sun

(179,000)

-

(70,000)

-

Vice President
Research and Development
Burn J. Lin

(244,000)

-

-

-

Vice President
Research and Development
Y.J. Mii

-

-

-

-

Vice President
Research and Development
Cliff Hou

(100,000)

-

-

-

Vice President
Business Development
Been-Jon Woo (Note 8)

20,000

-

15,000

-
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: Dr. Rick Tsai resigned as a director of TSMC, effective January 27, 2014. His shareholding was not disclosed after that date.
Note 3: Executive Vice Presidents and Co-Chief Operating Officers Drs. Mark Liu and C.C. Wei were appointed as President and Co-Chief Executive Officer, effective November 12, 2013.
Note 4: Executive Vice President and Co-Chief Operating Officer Dr. Shang-yi Chiang voluntarily retired, effective November 1, 2013. His shareholding was not disclosed after that date.
Note 5: Senior Vice President of Worldwide Sales and Marketing Mr. Jason C.S. Chen resigned as the Executive Officer, effective November 23, 2013. His shareholding was not disclosed after that date.
Note 6: Dr. Wei-Jen Lo and Mr. Rick Cassidy were promoted to Senior Vice President, effective February 18, 2014.
Note 7: Vice President of Human Resources Mr. L.C. Tu was appointed as President of TSMC China, effective March 15, 2013. His shareholding was not disclosed after that date.
Note 8: Dr. Been-Jon Woo was promoted to Vice President, effective November 12, 2013. Her shareholding was disclosed starting from that date.

Stock Trade with Related Party:

None.

Stock Pledge with Related Party:

None.

Related Party Relationship among Our 10 Largest Shareholders

As of 07/09/2013 (last record date)

Common Share

Name

Current Shareholding

Spouse & Minor
Shareholding

TSMC Shareholding by Nominee Arrangement

Name and Relationship between TSMC’s Shareholders

Shares

%

Shares

%

Shares

%

Name

Relationship

ADR-Taiwan Semiconductor Manufacturing Company, Ltd.

5,456,754,818

21.05%

N/A

N/A

N/A

N/A

None

None

National Development Fund, Executive Yuan

　Representative: Johnsee Lee

1,653,709,980

6.38%

N/A

N/A

N/A

N/A

None

None

-

-

N/A

N/A

N/A

N/A

None

None

JPMorgan Chase Bank N.A. Taipei Branch in custody for Saudi Arabian Monetary Agency

854,162,727

3.29%

N/A

N/A

N/A

N/A

None

None

Government of Singapore

540,394,959

2.08%

N/A

N/A

N/A

N/A

None

None

JPMorgan Chase Bank N.A. Taipei Branch in custody for EuroPacific Growth Fund

425,265,136

1.64%

N/A

N/A

N/A

N/A

None

None

JPMorgan Chase Bank N.A. Taipei Branch in custody for ABU DHABI Investment Authority

329,478,439

1.27%

N/A

N/A

N/A

N/A

None

None

JPMorgan Chase Bank N.A. Taipei Branch in custody for Norges Bank

274,910,515

1.06%

N/A

N/A

N/A

N/A

None

None

iShares MSCI Emerging Markets Index Fund

246,339,000

0.95%

N/A

N/A

N/A

N/A

None

None

Vanguard Emerging Markets Stock Index Fund, a Series of Vanguard International Equity Index Funds

235,633,845

0.91%

N/A

N/A

N/A

N/A

None

None

JPMorgan Chase Bank, N.A., Taipei Branch in Custody for Stichting Depositary APG Emerging Markets Equity Pool

232,312,361

0.90%

N/A

N/A

N/A

N/A

None

None

Long-term Investment Ownership

As of 12/31/2013

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Note 1: Not applicable. These firms do not issue shares. TSMC’s investment is measured as a percentage of ownership.
Note 2: TSMC’s Director, National Development Fund of Executive Yuan, holds 17.17% while other Directors and Management hold 0.25%.

Share Information

TSMC’s earnings per share increased 13.3% in 2013 to NT$7.26 per share. The following table details TSMC’s net worth, earnings, dividends and market price per common share, 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

2012

2013

01/01/2014 ~ 02/28/2014

Market Price Per Share (Note 1)

Highest Market Price

99.20

115.50

108.50

Lowest Market Price

74.30

94.40

100.50

Average Market Price

84.08

104.09

105.34

Net Worth Per Share

　Before Distribution

27.79

32.69

-

　After Distribution

24.79

(Note 5)

-

Earnings Per Share

Weighted Average Shares (thousand shares)

25,927,936

25,929,603

-

Diluted Earnings Per Share

6.41

7.26 (Note 5)

-

Dividends Per Share

Cash Dividends

3.00

3.00 (Note 5)

-

Accumulated Undistributed Dividend

-

-

-

Return on Investment

Price/Earnings Ratio (Note 2)

13.12

(Note 5)

-

Price/Dividend Ratio (Note 3)

28.03

(Note 5)

-

Cash Dividend Yield (Note 4)

4%

(Note 5)

-

Note 1: Referred to TWSE website
Note 2: Price/Earnings Ratio = Average Market Price/ Diluted Earnings Per Share
Note 3: Price/Dividend Ratio = Average Market Price/Cash Dividends Per Share
Note 4: Cash Dividend Yield = Cash Dividends Per Share/Average Market Price
Note 5: Pending for shareholders’ approval

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 dividends shall not exceed 50% of the total dividend distribution in any given fiscal year. TSMC does not pay dividends when there is no profit or retained earnings. TSMC has distributed cash dividends every year to its shareholders since 2004 and maintained dividends per share (DPS) at NT$3.0 every year since 2007. TSMC intends to maintain a stable dividend policy, and will consider raising DPS when the free cash flow significantly exceeds NT$3.0 per share.

Distribution of Profit

The Board adopted a proposal for 2013 profit distribution at its meeting on February 18, 2013. The proposal will be effected according to the relevant regulations, upon the approval of shareholders at the Annual Shareholders’ Meeting on June 24, 2014.

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 compensation to directors, and not less than 1% as a bonus to employees. Profit sharing to employees, to be distributed after the 2014 Annual Shareholders’Meeting, was recorded as a charge to earnings of approximately 6.7% of net income in year 2013; compensation to directors was expensed based on the estimated amount of payment. The proposal will be effected according to the relevant regulations, upon the approval of shareholders at the Annual Shareholders’ Meeting on June 24, 2014. 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 2013 Profits

Unit: NT$

Cash Dividends to Common Shareholders (NT$3.0 per share)

77,785,851,420
Note:

Employees’ cash bonus and profit sharing and compensation to directors for the year 2013 which have been expensed under the Company’s income statements are listed below:
－NT$12,634,664,804 distributed employees’ cash bonus
－NT$12,634,664,804 employees’ cash profit sharing to be distributed after 2014 Annual Shareholders’ Meeting
－NT$104,136,580 directors’ compensation

2012 Directors’ Compensation and Employee Profit Sharing

 

Board Resolution (02/05/2013)

Actual Result (Note)

Amount (NT$)

Amount (NT$)

Directors’ Compensation (Cash)

71,351,700

71,351,700

Employee’s Cash Profit Sharing

11,115,239,772

10,859,687,110

Total

11,186,591,472

10,931,038,810
Note: The above Directors’ Compensation and Employee’s Cash Profit Sharing were expensed under the Company’s 2012 income statements and the same amounts were approved by the Board of Directors at its meeting on February 5, 2013. The Employee’s Cash Profit Sharing was distributed after the approval of the same by shareholders at 2013 Annual Shareholders’ Meeting on June 11, 2013. Due to employee turnover, Employee’s Cash Profit Sharing in the amount of NT$255,552,662 was undistributed, and related expense was reversed in 2013.

Impact to 2014 Business Performance and EPS Resulting from Stock Dividend Distribution:

Not applicable.

Buyback of Common Stock:

None.