TSMC Annual Report > 2016 > Capital and Shares > Capital and Shares

Capital and Shares

Capitalization

Unit: Share/NT$

As of 02/28/2017

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.

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 02/28/2017

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 07/03/2016 (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

173

1,113

4,005

323,327

328,626

Shareholding

1,653,959,189

716,013,819

1,163,831,208

20,342,510,801

2,054,065,441

25,930,380,458

Holding Percentage (%)

6.38%

2.76%

4.49%

78.45%

7.92%

100.00%

Distribution Profile of Share Ownership

Common Share

As of 07/03/2016 (last record date)

Shareholder Ownership (Unit: Share)

Number of Shareholders

Ownership

Ownership (%)

1-999

149,756

33,827,984

0.13%

1,000-5,000

124,998

264,699,814

1.02%

5,001-10,000

24,023

171,313,860

0.66%

10,001-15,000

9,374

113,696,363

0.44%

15,001-20,000

4,219

73,977,870

0.29%

20,001-30,000

4,727

114,983,324

0.44%

30,001-40,000

2,255

77,940,198

0.30%

40,001-50,000

1,445

64,920,185

0.25%

50,001-100,000

2,863

200,555,113

0.77%

100,001-200,000

1,568

218,022,804

0.84%

200,001-400,000

1,027

286,323,448

1.10%

400,001-600,000

461

223,811,933

0.86%

600,001-800,000

289

201,307,575

0.78%

800,001-1,000,000

210

188,285,737

0.73%

Over 1,000,001

1,411

23,696,714,250

91.39%

Total

328,626

25,930,380,458

100.00%

Preferred Share: None.

Major Shareholders

Common Share

As of 07/03/2016 (last record date)

Shareholders

Total Shares Owned

Ownership (%)

ADR-Taiwan Semiconductor Manufacturing Company, Ltd.

5,363,175,253

20.68%

National Development Fund, Executive Yuan

1,653,709,980

6.38%

Government of Singapore

683,323,892

2.64%

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

391,625,559

1.51%

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

354,750,649

1.37%

Norges Bank

311,950,515

1.20%

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

253,958,873

0.98%

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

252,443,845

0.97%

JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Total International Stock
 Index Fund, a series of Vanguard Star Funds

240,686,063

0.93%

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

237,325,761

0.92%

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

Unit: Share

Title
Name

2016

01/01/2017 ~ 02/28/2017

Net Change in
Shareholding

Net Change in
Shares Pledged
(Note)

Net Change in
Shareholding

Net Change in
Shares Pledged
(Note)

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
Kok-Choo Chen 

-

-

-

-

Independent Director
Michael R. Splinter

-

-

-

-

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

(320,000)

-

-

-

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

-

-

-

-

Senior Vice President
Research and Development/Technology Development
Wei-Jen Lo

-

-

(4,000)

-

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

-

-

-

-

Senior Vice President
Operations/Product Development
Y.P. Chin

(180,000)

-

(21,000)

-

Senior Vice President
Research and Development/Technology Development
Y.J. Mii 

-

-

-

-

Vice President
Operations/Affiliate Fabs
M.C. Tzeng

(178,000)

-

(9,000)

-

Vice President and Chief Technology Officer
Research and Development/Corporate Research
Jack Sun

(225,000)

-

(25,000)

-

Vice President
Quality and Reliability
N.S. Tsai

(45,000)

-

-

-

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

-

-

-

-

Vice President
Research and Development/Design and Technology Platform
Cliff Hou

-

-

-

-

Vice President
Business Development
Been-Jon Woo

80,000

-

-

-

Vice President and General Counsel
Legal
Sylvia Fang

-

350,000

-

-

Vice President
Human Resources
Connie Ma

30,000

-

-

-

Vice President
Research and Development/Design and Technology Platform
Y.L. Wang

-

-

-

-

Vice President
Research and Development/Integrated Interconnect & Packaging
Douglas Yu (Note)

-

-

-

-

Vice President
Research and Development/More-than-Moore Technologies
Alexander Kalnitsky (Note)

-

-

-

-

Vice President
Research and Development/Design and Technology Platform
Kevin Zhang (Note)

 

 

 

 

Note:

Dr. Kevin Zhang, Dr. Douglas Yu and Alexander Kalnitsky were promoted to Vice Presidents, effective November 8, 2016. Their shareholdings were 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

Wei-Jen Lo

Gifting

01/05/2017

Wei-Li Lo

Brother

4,000

-

Stock Pledge with Related Party: None.

Related Party Relationship among Our 10 Largest Shareholders

Common Share

As of 07/03/2016 (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.

5,363,175,253

20.68%

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

Government of Singapore

683,323,892

2.64%

N/A

N/A

N/A

N/A

None

None

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

391,625,559

1.51%

N/A

N/A

N/A

N/A

None

None

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

354,750,649

1.37%

N/A

N/A

N/A

N/A

None

None

Norges Bank

311,950,515

1.20%

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

253,958,873

0.98%

N/A

N/A

N/A

N/A

None

None

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

252,443,845

0.97%

N/A

N/A

N/A

N/A

None

None

JPMorgan Chase Bank N.A. Taipei Branch in Custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds

240,686,063

0.93%

N/A

N/A

N/A

N/A

None

None

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

237,325,761

0.92%

N/A

N/A

N/A

N/A

None

None

Long-term Investment Ownership

As of 12/31/2016

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.

7,284

100%

   -

-

7,284

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 Nanjing Company Limited (Note 2)

Not Applicable
(Note 1)

100%

Not Applicable
(Note 1)

-

Not Applicable
(Note 1)

100%

TSMC Solar Europe GmbH
(Note 3)

800

100%

-

-

800

100%

VisEra Technologies Company Ltd.
(Note 4)

253,120,000

86.94%

-

-

253,120,000

86.94%

Systems on Silicon Manufacturing Co. Pte. Ltd.

313,603

38.79%

   -

-

313,603

38.79%

Vanguard International Semiconductor Corp.

464,223,493

28.32%

275,910,722

16.83%
(Note 5)

740,134,215

45.16%

Xintec Inc.
(Note 6)

111,281,925

41.24%

-

-

111,281,925

41.24%

Global UniChip Corporation

46,687,859

34.84%

-

46,687,859

34.84%

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%

VentureTech Alliance Holdings, LLC(Note 7)

Not Applicable
(Note 1)

7.29%

Not Applicable
(Note 1)

92.67%

Not Applicable
(Note 1)

100%

Note 1:

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

Note 2:

TSMC Nanjing Company Limited was established in May 2016.

Note 3:

The dissolution procedures of TSMC Solar Europe GmbH will be completed by the end of June 2017.

Note 4:

Pursuant to TSMC Board’s approval on August 2, 2016, TSMC acquired 86.94% shareholding in VisEra Technologies Company Ltd. from VisEra Holding Company, a wholly-owned subsidiary of TSMC, in August 2016. To streamline investment structure, VisEra Holding Company was merged into TSMC Partners, Ltd., the subsidiary of TSMC, in October 2016.

Note 5:

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

Note 6:

Pursuant to TSMC Board’s approval on August 2, 2016, TSMC acquired 6.87% shareholding in Xintec Inc. from VisEra Holding Company, a wholly-owned subsidiary of TSMC in August 2016. After the share purchase transaction, TSMC directly owned 41.24% of Xintec Inc.

Note 7:

Due to the expiration of the investment agreement between Emerging Alliance Fund, L.P. and TSMC, Emerging Alliance Fund, L.P. completed the liquidation procedures in April 2016. As a result, Emerging Alliance Fund, L.P.’s ownership in VentureTech Alliance Holdings, LLC was transferred to TSMC.

Share Information

TSMC's earnings per share in 2016 increased 9.0% from 2015 to NT$12.89 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

2015

2016

01/01/2017 ~ 02/28/2017

Market Price Per Share (Note 1)

Highest Market Price

154.50

193.00

190.00

Lowest Market Price

115.00

131.50

179.50

Average Market Price

139.84

166.36

185.06

Net Worth Per Share

Before Distribution

47.11

53.58

-

After Distribution

41.11

(Note 5) 

-

Earnings Per Share

Weighted Average Shares (thousand shares)

25,930,380

25,930,380

-

Diluted Earnings Per Share

11.82

12.89 (Note 5)

-

Dividends Per Share

Cash Dividends

6.00

7.00 (Note 5)

-

Accumulated Undistributed Dividend

-

-

-

Return on Investment

Price/Earnings Ratio (Note 2)

11.83

12.91 (Note 5)

-

Price/Dividend Ratio (Note 3)

23.31

23.77(Note 5)

-

Cash Dividend Yield (Note 4)

4.3%

4.2% (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 February14, 2017, TSMC’s Board of Directors adopted a proposal recommending distribution of a cash dividend of NT$7 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 8, 2017.

Proposal to Distribute 2016 Earnings

Unit: NT$

Cash Dividends to Common Shareholders (NT$7 per share)

181,512,663,206

Compensation to Directors and Profit Sharing Bonus to Employees

Based on TSMC’s Articles of Incorporation, 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 14, 2017, a profit sharing bonus to employees was expensed based on a certain percentage of 2016 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.

2016 Directors' Compensation and Employees' Profit Sharing Bonus

 

Board Resolution (02/14/2017)

Amount (NT$)

Directors’ Compensation (Cash)

376,432,200

Employee’s Profit Sharing Bonus (Cash)

22,418,339,262

Total

22,794,771,462

Note:

NT$22,418,339,262 employees’ cash bonus has already been distributed following each quarter of 2016. The above employees’ profit sharing bonus will be distributed in the third quarter of 2017.

2015 Directors' Compensation and Employees' Profit Sharing Bonus

 

Board Resolution (02/02/2016)

Actual Result (Note)

Amount (NT$)

Amount (NT$)

Directors’ Compensation (Cash)

356,186,472

356,186,472

Employees’ Profit Sharing Bonus (Cash)

20,556,887,786

20,556,887,786

Total

20,913,074,258

20,913,074,258

Note:

The above Directors' Compensation and Employees’ Profit Sharing Bonus were expensed under the Company’s 2015 statement of comprehensive income and the same amounts were approved by the Board of Directors at its meeting on February 2, 2016.

Impact to 2017 Business Performance and EPS Resulting from Stock Dividend Distribution: Not applicable.

Buyback of Common Stock: None.