TSMC Annual Report >  2015 >  Capital and Shares > Capital and Shares

Capital and Shares

Capitalization

Unit: Share/NT$

As of 02/29/2016

Month/
Year

Issue Price
(Per Share)

Authorized Share Capital

Capital Stock

Remark

Shares

Amount

Shares

Amount

Sources of Capital

Capital Increase
by Assets
Other than Cash

Date of Approval
& Approval
Document No.

03/2015

10

28,050,000,000

280,500,000,000

25,929,662,436

259,296,624,360

Exercise of
Employee
Stock Options:
NT$2,874,800

None

03/12/2015
Zhu Shang Tzu
No. 1040006423

07/2015

10

28,050,000,000

280,500,000,000

25,930,380,458

259,303,804,580

Exercise of
Employee
Stock Options:
NT$7,180,220

None

07/13/2015
Zhu Shang Tzu
No. 1040020526

Capital and Shares

Unit: Share

As of 02/29/2016

Type of Stock

Authorized Share Capital

Total

Issued Shares

Unissued Shares

Listed

Non-listed

Total

Common Stock

25,930,380,458

-

25,930,380,458

2,119,619,542

28,050,000,000

Shelf Registration: None.

Composition of Shareholders

Common Share

As of 07/05/2015 (last record date)

Type of Shareholders

Government
Agencies

Financial
Institutions

Other Juridical
Persons

Foreign Institutions
and Natural Persons

Domestic Natural Persons

Total

Number of Shareholders

8

207

1,208

3,733

349,155

354,311

Shareholding

1,653,797,313

977,881,685

1,380,363,102

19,657,991,373

2,260,346,985

25,930,380,458

Holding Percentage (%)

6.38%

3.77%

5.32%

75.81%

8.72%

100.00%

Distribution Profile of Share Ownership

Common Share

As of 07/05/2015 (last record date)

Shareholder Ownership (Unit: Share)

Number of Shareholders

Ownership

Ownership (%)

1-999

151,145

34,213,375

0.13%

1,000-5,000

142,760

303,388,668

1.17%

5,001-10,000

27,422

197,371,094

0.76%

10,001-15,000

10,543

128,147,107

0.49%

15,001-20,000

4,871

85,778,760

0.33%

20,001-30,000

5,357

130,583,605

0.50%

30,001-40,000

2,509

86,644,013

0.33%

40,001-50,000

1,595

71,688,191

0.28%

50,001-100,000

3,134

219,362,243

0.85%

100,001-200,000

1,637

227,187,115

0.88%

200,001-400,000

1,095

305,191,059

1.18%

400,001-600,000

443

216,576,354

0.84%

600,001-800,000

250

174,666,125

0.67%

800,001-1,000,000

178

160,051,044

0.62%

Over 1,000,001

1,372

23,589,531,705

90.97%

Total

354,311

25,930,380,458

100.00%

Preferred Share: None.

Major Shareholders

Common Share

As of 07/05/2015 (last record date)

Shareholders

Total Shares Owned

Ownership (%)

ADR-Taiwan Semiconductor Manufacturing Company, Ltd.

5,365,356,963

20.69%

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

641,514,041

2.47%

Government of Singapore

635,155,654

2.45%

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

354,917,649

1.37%

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

320,874,542

1.24%

Cathay Life Insurance Co., Ltd.

287,686,235

1.11%

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

252,531,845

0.97%

Norges Bank

235,258,515

0.91%

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

230,128,873

0.89%

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

Unit: Share

Title
Name

2015

01/01/2016 ~ 02/29/2016

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

-

-

-

-

Vice Chairman
F.C. Tseng

-

-

-

-

Director
National Development Fund, Executive Yuan

-

-

-

-

Representative: Johnsee Lee

-

-

-

-

Independent Director
Sir Peter Leahy Bonfield

-

-

-

-

Independent Director
Stan Shih

-

-

-

-

Independent Director
Thomas J. Engibous

-

-

-

-

Independent Director
Gregory C. Chow (Note 2)

-

-

-

-

Independent Director
Kok-Choo Chen

-

-

-

-

Independent Director
Michael R. Splinter (Note 3)

-

-

-

-

President and Co-Chief Executive Officer
Mark Liu

-

-

-

-

President and Co-Chief Executive Officer
C.C. Wei

-

-

-

-

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

(60,000)

-

-

-

Senior Vice President, Chief Financial Officerand Spokesperson
Finance
Lora Ho

(1,900,000)

-

-

-

Senior Vice President
Research and Development
Wei-Jen Lo

-

-

-

-

Senior Vice President of TSMC and
President of TSMC North America
Rick Cassidy

-

-

-

-

Vice President
Operations/AffiliateFabs
M.C. Tzeng

-

-

-

-

Vice President and Chief Technology Officer
Research and Development
Jack Sun

(59,000)

-

(36,000)

-

Vice President
Operations/Product Development
Y.P. Chin

(153,000)

-

(22,000)

-

Vice President
Quality and Reliability
N.S. Tsai

(18,000)

-

-

-

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

-

-

-

-

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

-

-

-

-

Vice President
Corporate Planning Organization
Irene Sun

-

220,000

-

-

Vice President
Research and Development
Burn J. Lin (Note 4)

-

-

-

-

Vice President
Research and Development
Y.J. Mii

-

-

-

-

Vice President
Research and Development
Cliff Hou

(300,000)

-

-

-

Vice President
Business Development
Been-Jon Woo

40,000

-

25,000

-

Vice President and General Counsel
Legal
Sylvia Fang

-

-

-

-

Vice President
Human Resources
Connie Ma

10,000

-

-

-

Vice President
Research and Development
Y.L. Wang (Note 5)

-

-

-

-

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 Dr. Gregory C. Chow’s tenure expired on June 9, 2015 because he was not re-elected at the 2015 Annual Shareholders’ Meeting.

Note 3:

Mr. Michael R. Splinter was elected as TSMC’s independent directors at TSMC’s Annual Shareholders’ Meeting on June 9, 2015.

Note 4:

Vice President Dr. Burn J. Lin retired, effective November 1, 2015. His shareholding was not disclosed after that date.

Note 5:

Dr. Y.L. Wang was promoted to Vice President, effective November 10, 2015. His shareholding was disclosed starting from that date.

Stock Trade with Related Party

Name

Reason of the Transfer

Transfer Date

Transferee

Relation with the Transferer

Shares

Transfer Price

Lora Ho

Gifting

05/29/2015

C.H. Liu

Spouse

2,000,000

-

Stock Pledge with Related Party: None.

Related Party Relationship among Our 10 Largest Shareholders

Common Share

As of 07/05/2015 (last record date)

Name

Current Shareholding

Spouse
and 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.

5,365,356,963

20.69%

N/A

N/A

N/A

N/A

None

None

National Development Fund, Executive Yuan

1,653,709,980

6.38%

N/A

N/A

N/A

N/A

None

None

Representative: Johnsee Lee

-

-

-

-

-

-

None

None

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

641,514,041

2.47%

N/A

N/A

N/A

N/A

None

None

Government of Singapore

635,155,654

2.45%

N/A

N/A

N/A

N/A

None

None

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

354,917,649

1.37%

N/A

N/A

N/A

N/A

None

None

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

320,874,542

1.24%

N/A

N/A

N/A

N/A

None

None

Cathay Life Insurance Co., Ltd.

287,686,235

1.11%

N/A

N/A

N/A

N/A

None

None

Chairman: Hong-Tu Tsai

Not Available

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

252,531,845

0.97%

N/A

N/A

N/A

N/A

None

None

Norges Bank

235,258,515

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

230,128,873

0.89%

N/A

N/A

N/A

N/A

None

None

Long-term Investment Ownership

As of 12/31/2015

Long-term Investment

Ownership by TSMC (1)

Ownership by Directors,
Managers and
Directly/Indirectly
Owned Subsidiaries (2)

Total Ownership
(1) + (2)

Shares

%

Shares

%

Shares

%

Equity Method:

TSMC Partners, Ltd.

988,268,244

100%

-

-

988,268,244

100%

TSMC Global Ltd.

5,284

100%

-

-

5,284

100%

TSMC North America

11,000,000

100%

-

-

11,000,000

100%

TSMC Europe B.V.

200

100%

-

-

200

100%

TSMC Japan Limited

6,000

100%

-

-

6,000

100%

TSMC Korea Limited

80,000

100%

-

-

80,000

100%

TSMC China Company Limited

Not Applicable
(Note 1)

100%

Not Applicable
(Note 1)

-

Not Applicable
(Note 1)

100%

TSMC Solar Europe GmbH (Note 2)

800

100%

-

-

800

100%

Chi Cherng Investment Co., Ltd. (Note 3)

36,600,000

100%

-

-

36,600,000

100%

Systems on Silicon Manufacturing Co. Pte. Ltd.

313,603

38.79%

-

-

313,603

38.79%

Vanguard International Semiconductor Corp.

464,223,493

28.32%

275,893,484

16.83%
  (Note 4)

740,116,977

45.16%

Xintec Inc.

92,778,303

34.51%

32,237,381

11.99%

125,015,684

46.50%

Global UniChip Corporation

46,687,859

34.84%

 -

-

46,687,859

34.84%

Motech Industries, Inc. (Note 5)

58,319,782

11.98%

 -

-

58,319,782

11.98%

Emerging Alliance Fund, L.P. (Note 6)

Not Applicable
(Note 1)

99.50%

Not Applicable
(Note 1)

-

Not Applicable
(Note 1)

99.50%

VentureTech Alliance Fund II, L.P.

Not Applicable
(Note 1)

98.00%

Not Applicable
(Note 1)

-

Not Applicable
(Note 1)

98.00%

VentureTech Alliance Fund III, L.P.

Not Applicable
(Note 1)

98.00%

Not Applicable
(Note 1)

-

Not Applicable
(Note 1)

98.00%

Note 1:

Not applicable. These firmsdo not issue shares. TSMC’s investment is measured as a percentage of ownership.

Note 2:

In the third quarter of 2015, the Board of Directors of TSMC Solar Ltd. (“TSMC Solar”) approved the dissolution of TSMC Solar North America, Inc. and TSMC Solar Europe GmbH. TSMC Solar North America completed the dissolution in December 2015.

Note 3:

Pursuant to TSMC Board’s approval on August 11, 2015, TSMC acquired OmniVision Technologies, Inc.’s 100% ownership in Taiwan OmniVision Investment Holding Co. Inc. (“OVT Taiwan”) on November 20, 2015. OVT Taiwan changed its name to Chi Cherng Investment Co., Ltd. afterwards.

Note 4:

TSMC’s Director, National Development Fund of Executive Yuan, holds 16.72% while other Directors and Management hold 0.11%.

Note 5:

TSMC Solar ceased manufacturing operations in August 2015. On December 14, 2015, TSMC Solar and TSMC Guang Neng Investment, Ltd. (“TSMC GN”) were merged into TSMC. TSMC succeeded and assumed all the assets, rights, obligations, and liabilities in TSMC Solar and TSMC GN, including the shares of Motech Industries, Inc., held by TSMC Solar.

Note 6:

Due to the expiration of the investment agreement between Emerging Alliance Fund, L.P. and TSMC, Emerging Alliance Fund, L.P. will complete its liquidation procedures in April 2016.

Share Information

TSMC’s earnings per share in 2015 increased 16.2% from 2014 to NT$11.82 per share. The following table details TSMC’s market
price, net worth, earnings, and dividends per common share, as well as other data regarding return on investment.

Market Price, Net Worth, Earnings, and Dividends Per Common Share

Unit: NT$, except for weighted average shares and return on investment ratios

Item

2014

2015

01/01/2016 ~ 02/29/2016

Market Price Per Share (Note 1)

Highest Market Price

141.50

154.50

151.00

Lowest Market Price

100.50

115.00

131.50

Average Market Price

122.53

139.84

141.04

Net Worth Per Share

Before Distribution

40.35

47.11

-

After Distribution

35.85

(Note 5)

-

Earnings Per Share

Weighted Average Shares (thousand shares)

25,930,104

25,930,380

-

Diluted Earnings Per Share

10.18

11.82 (Note 5)

-

Dividends Per Share

Cash Dividends

4.50

6.00 (Note 5)

-

Accumulated Undistributed Dividend

-

-

-

Return on Investment

Price/Earnings Ratio (Note 2)

12.04

11.83 (Note 5)

-

Price/Dividend Ratio (Note 3)

27.23

23.31 (Note 5)

-

Cash Dividend Yield (Note 4)

3.7%

4.3% (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 and Distribution of Earnings

TSMC does not pay dividends when there are no profits or retained earnings. TSMC has distributed cash dividends every year to its shareholders since 2004. TSMC intends to maintain a stable and sustainable dividend policy, and will consider raising dividends when the free cash flow is sufficient to cover the previous level of dividend payment and any debt repayment. On February 2, 2016, TSMC’s Board of Directors adopted a proposal recommending distribution of a cash dividend of NT$6 per share as shown in the table below. The proposal will be implemented according to the relevant regulations, upon the approval of shareholders at the Annual Shareholders’ Meeting on June 7, 2016.

Proposal to Distribute 2015 Earnings

Unit: NT$

Cash Dividends to Common Shareholders (NT$6 per share)

155,582,282,748

Compensation to Directors and Profit Sharing Bonus to Employees

Under the Company Law as amended in May 2015, profit sharing bonus to employees has been detached from distribution of company’s earnings. In addition, the newly amended Company Law also requires companies to stipulate in their Articles of Incorporation a fixed amount or ratio of annual profits as profit sharing bonus to employees. TSMC expects to amend its Articles of Incorporation, which is to be approved at the Annual Shareholders’ Meeting on June 7, 2016. Based on the proposed amendment, before paying dividends or bonuses to shareholders, TSMC shall set aside not more than 0.3% of its annual profit to directors as compensation, and not less than 1% to employees as profit sharing bonus. As resolved by TSMC’s Board of Directors on February 2, 2016, profit sharing bonus to employees was expensed based on a certain percentage of 2015 profit; compensation to directors was expensed based on the estimated amount of payment. If the actual amounts subsequently paid differ from the above estimated amounts, the differences will be recorded in the year paid as a change in accounting estimate.

2015 Directors' Compensation and Employees' Profit Sharing Bonus

 

Board Resolution (02/02/2016)

Amount (NT$)

Directors’ Compensation (Cash)

356,186,472

Employee’s Profit Sharing Bonus (Cash)

20,556,887,786

Total

20,913,074,258

Note:

NT$20,556,887,786 employees’ cash bonus has already been distributed following each quarter of 2015. The above employees’ profitsharing bonus will be distributed in the third quarter of 2016.

2014 Directors' Compensation and Employees' Profit Sharing Bonus

 

Board Resolution (02/10/2015)

Actual Result (Note)

Amount (NT$)

Amount (NT$)

Directors’ Compensation (Cash)

 406,853,980

406,853,980

Employees’ Profit Sharing Bonus (Cash)

17,645,966,064

17,480,829,446

Total

18,052,820,044

17,887,683,426

Note:

The above Directors’ Compensation and Employees’ Profit Sharing Bonus were expensed under the Company’s 2014 statement of comprehensive income and the same amounts were approved by the Board of Directors at its meeting on February 10, 2015. The Employees’ Profit Sharing Bonus was distributed after the approval of the same by shareholders at 2015 Annual Shareholders’ Meeting on June 9, 2015. Due to employee turnover, Employees’ Profit Sharing Bonus in the amount of NT$165,136,618 was undistributed, and related expense was reversed in 2015.

Impact to 2015 Business Performance and EPS Resulting from Stock Dividend Distribution: Not applicable.

Buyback of Common Stock: None.