Annual Reports  >  2014  >  Capital and Shares > Capital and Shares
Capital and Shares
繁中

Capitalization

As of 02/28/2015

Unit: Share/NT$

Month/Year

Issue Price
(Per Share)

Authorized Share Capital

Capital Stock

Shares

Amount

Shares

Amount

03/2014

10

28,050,000,000

280,500,000,000

25,928,617,140

259,286,171,400

06/2014

10

28,050,000,000

280,500,000,000

25,929,123,937

259,291,239,370

09/2014

10

28,050,000,000

280,500,000,000

25,929,374,956

259,293,749,560

Month/Year

Remark

Sources of Capital

Capital Increase by Assets
Other than Cash
Date of Approval & Approval
Document No.

03/2014

Exercise of Employee Stock
Options: NT$2,261,500

None

03/12/2014 Zhu Shang Tzu
No.1030007123

06/2014

Exercise of Employee Stock
Options: NT$5,067,970

None

06/12/2014 Zhu Shang Tzu
No.1030017459

09/2014

Exercise of Employee Stock
Options: NT$2,510,190

None

09/03/2014 Zhu Shang Tzu
No.1030025856

Capital and Shares

As of 02/28/2015

Unit: Share

Type of Stock

Authorized Share Capital

Total

Issued Shares

Unissued
Shares

Listed

Non-listed

Total

Common Stock

25,930,043,279

-

25,930,043,279

2,119,956,721

28,050,000,000

Shelf Registration: None.

Composition of Shareholders

As of 07/20/2014 (last record date)

Common Share

Type of Shareholders

Government
Agencies

Financial
Institutions

Other Juridical
Persons

Foreign
Institutions
and Natural Persons

Domestic Natural
Persons

Total

Number of
Shareholders

8

217

1,042

3,485

332,872

337,624

Shareholding

1,653,710,196

867,976,053

1,240,452,818

19,970,458,571

2,196,777,318

25,929,374,956

Holding
Percentage (%)

6.38%

3.35%

4.78%

77.02%

8.47%

100.00%

Distribution Profile of Share Ownership

As of 07/20/2014 (last record date)

Common Share

Shareholder Ownership (Unit: Share)

Number of Shareholders

Ownership

Ownership (%)

1 ~ 999

158,910

36,077,042

0.14%

1,000 ~ 5,000

121,170

262,376,274

1.01%

5,001 ~ 10,000

25,742

182,408,354

0.70%

10,001 ~ 15,000

10,211

123,643,027

0.48%

15,001 ~ 20,000

4,558

79,670,322

0.31%

20,001 ~ 30,000

5,145

124,557,156

0.48%

30,001 ~ 40,000

2,420

83,517,241

0.32%

40,001 ~ 50,000

1,554

69,903,420

0.27%

50,001 ~ 100,000

2,980

207,042,950

0.80%

100,001 ~ 200,000

1,607

222,806,904

0.86%

200,001 ~ 400,000

1,064

297,773,577

1.15%

400,001 ~ 600,000

427

206,384,906

0.80%

600,001 ~ 800,000

258

179,672,944

0.69%

800,001 ~ 1,000,000

188

169,216,764

0.65%

Over 1,000,001

1,390

23,684,324,075

91.34%

Total

337,624

25,929,374,956

100.00%

Preferred Share: None.

Major Shareholders

As of 07/20/2014 (last record date)

Common Share

Shareholders

Total Shares Owned

Ownership (%)

ADR-Taiwan Semiconductor Manufacturing Company, Ltd.

5,386,967,368

20.78%

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

804,188,035

3.10%

Government of Singapore

594,775,575

2.29%

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

361,417,833

1.39%

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

302,957,649

1.17%

Cathay Life Insurance Co., Ltd.

301,358,235

1.16%

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

277,953,361

1.07%

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

246,465,845

0.95%

iShares MSCI Emerging Markets Index Fund

243,118,000

0.94%

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

Unit: Share

Title
Name

2014

01/01/2015 ~ 02/28/2015

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

-

-

-

-

Director
National Development Fund, Executive Yuan
 Representative: Johnsee Lee

-

-

-

-

-

-

-

-

Director
Rick Tsai (Note 2)

(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

(60,000)

-

-

-

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

(1,281,000)

-

-

-

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

(708,000)

-

(40,000)

-

Senior Vice President and General Counsel
Legal
Richard Thurston (Note 3)

(250,000)

(650,000)

-

-

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

-

1,500,000

-

-

Senior Vice President
Research and Development
Wei-Jen Lo (Note 4)

(140,000)

-

-

-

Senior Vice President of TSMC and
President of TSMC North America
Rick Cassidy (Note 4)

-

-

-

-

Vice President
Operations/Affiliate Fabs
M.C. Tzeng

-

-

-

-

Vice President and Chief Technology Officer
Research and Development
Jack Sun

(78,000)

-

-

-

Vice President
Operations/Product Development
Y.P. Chin

(120,000)

-

(52,000)

-

Vice President
Quality and Reliability
N.S. Tsai

-

-

-

-

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

(450,000)

(220,000)

-

-

Vice President
Research and Development
Burn J. Lin

(123,000)

-

-

-

Vice President
Research and Development
Y.J. Mii

-

-

-

-

Vice President
Research and Development
Cliff Hou

-

-

-

-

Vice President
Business Development
Been-Jon Woo

100,000

-

20,000

-

Vice President and General Counsel
Legal
Sylvia Fang (Note 5)

-

-

-

-

Vice President
Human Resources
Connie Ma (Note 5)

10,000

-

-

-

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: Senior Vice President and General Counsel Dr. Richard Thurston voluntarily retired, effective July 16, 2014. His shareholding was not disclosed after that date.
Note 4: Dr. Wei-Jen Lo and Mr. Rick Cassidy were promoted to Senior Vice President, effective February 18, 2014.
Note 5: Ms. Sylvia Fang and Ms. Connie Ma were promoted to Vice President, effective August 12, 2014. Their shareholdings were 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 07/20/2014 (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.

5,386,967,368

20.78%

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

804,188,035

3.10%

N/A

N/A

N/A

N/A

None

None

Government of Singapore

594,775,575

2.29%

N/A

N/A

N/A

N/A

None

None

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

361,417,833

1.39%

N/A

N/A

N/A

N/A

None

None

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

302,957,649

1.17%

N/A

N/A

N/A

N/A

None

None

Cathay Life Insurance Co., Ltd.
Chairman: Hong-Tu Tsai

301,358,235

1.16%

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

277,953,361

1.07%

N/A

N/A

N/A

N/A

None

None

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

246,465,845

0.95%

N/A

N/A

N/A

N/A

None

None

iShares MSCI Emerging Markets Index Fund

243,118,000

0.94%

N/A

N/A

N/A

N/A

None

None

Long-term Investment Ownership

As of 12/31/2014

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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: On December 31, 2014, we reclassified TSMC SSL as a disposal group held for sale. On February 17, 2015, TSMC SSL ceased to be TSMC’s subsidiary because TSMC’s and TSMC subsidiary’ shares in TSMC SSL were sold to Epistar Corporation.
Note 3: TSMC’s Director, National Development Fund of Executive Yuan, holds 16.73% while other Directors and Management hold 0.20%.

Share Information

TSMC’s earnings per share increased 40.3% in 2014 to NT$10.18 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

2013

2014

01/01/2015 ~ 02/28/2015

Market Price Per Share (Note 1)

Highest Market Price

115.50

141.50

154.50

Lowest Market Price

94.40

100.50

130.00

Average Market Price

104.09

122.53

141.67

Net Worth Per Share

 Before Distribution

32.69

40.32

-

 After Distribution

29.69

(Note 5)

-

Earnings Per Share

Weighted Average Shares (thousand shares)

25,929,603

25,930,104

-

Diluted Earnings Per Share

7.26

10.18 (Note 5)

-

Dividends Per Share

Cash Dividends

3.00

4.50 (Note 5)

-

Accumulated Undistributed Dividend

-

-

-

Return on Investment

Price/Earnings Ratio (Note 2)

14.34

(Note 5)

-

Price/Dividend Ratio (Note 3)

34.70

(Note 5)

-

Cash Dividend Yield (Note 4)

2.9%

(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 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 from 2007 to 2014. TSMC intends to maintain a stable and sustainable dividend policy, and will consider raising DPS when the free cash flow is sufficient to cover the previous level of dividend payment and any debt repayment. On February 10, 2015, TSMC’s Board of Directors adopted a proposal recommending distribution of a cash dividend of NT$4.5 per share. This proposal will be discussed and decided at the Annual Shareholders’ Meeting on June 9, 2015.

Distribution of Profit

The Board adopted a proposal for 2014 profit distribution at its meeting on February 10, 2015. The proposal will be effected according to the relevant regulations, upon the approval of shareholders at the Annual Shareholders’ Meeting on June 9, 2015.

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 2015 Annual Shareholders’ Meeting, was recorded as a charge to earnings of approximately 6.7% of net income in year 2014; 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 9, 2015. 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 2014 Profits

Unit: NT$

Cash Dividends to Common Shareholders (NT$4.5 per share)

116,683,480,962

Note:

Employees’ cash bonus and profit sharing and compensation to directors for the year 2014 which have been expensed under the Company’s income statements are listed below:
-NT$17,645,966,064 distributed employees’ cash bonus
-NT$17,645,966,064 employees’ cash profit sharing to be distributed after 2015 Annual Shareholders’ Meeting
-NT$406,853,980 directors’ compensation

2013 Directors’ Compensation and Employee Profit Sharing

 

Board Resolution (02/18/2014)

Actual Result (Note)

Amount (NT$)

Amount (NT$)

Directors’ Compensation (Cash)

104,136,580

104,136,580

Employee’s Cash Profit Sharing

12,634,664,804

12,598,235,278

Total

12,738,801,384

12,702,371,858

Note: The above Directors’ Compensation and Employee’s Cash Profit Sharing were expensed under the Company’s 2013 income statements and the same amounts were approved by the Board of Directors at its meeting on February 18, 2014. The Employee’s Cash Profit Sharing was distributed after the approval of the same by shareholders at 2014 Annual Shareholders’ Meeting on June 24, 2014. Due to employee turnover, Employee’s Cash Profit Sharing in the amount of NT$36,429,526 was undistributed, and related expense was reversed in 2014.

Impact to 2015 Business Performance and EPS Resulting from Stock Dividend Distribution:

Not applicable.

Buyback of Common Stock:

None.