1934 Act Registration No. 1-14700
SECURITIES AND EXCHANGE
COMMISSION
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2005
Taiwan Semiconductor Manufacturing Company Ltd.
No. 8, Li-Hsin Rd. 6,
Hsinchu Science Park,
Taiwan
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F þ Form 40-F o
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes o No þ
(If Yes is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82: ___.)
MINUTES
OF
2005 ANNUAL GENERAL SHAREHOLDERS MEETING
OF
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
(Translation)
Time and Date of Meeting: 9:50 a.m., May 10, 2005
Place of Meeting: | Auditorium in the Activity Center of Hsinchu Science Park (No. 2, Shing-An Road, Hsinchu Science Park, Hsin-Chu, Taiwan, ROC) |
Total outstanding shares of TSMC: 23,252,863,457 shares
Total shares represented by shareholders present: 20,090,360,221 shares
Percentage of shares held by shareholders present: 86.4 %
Chairman: Dr. Morris Chang, the Chairman of the Board of Directors
Recorder: Sylvia Fang
The aggregate shareholding of the shareholders present constituted a quorum. The Chairman called the meeting to order.
A. Agenda:
Report Items
I. | Reported the business of 2004 (Attachment I). | |||
II. | Supervisors review report (Attachment II). | |||
III. | Reported the status of acquisition or disposal of assets with related parties for 2004 (Attachment III). | |||
IV. | Reported the status of guarantee provided by TSMC as of the end of 2004: |
1. | TSMC provided a guarantee for its subsidiary, TSMC North America. As of the end of 2004, the balance of the guarantee is US$40,000,000. | |||
2. | TSMC provided a guarantee for its subsidiary, TSMC Development, Inc. As of the end of 2004, the balance of the guarantee is US$60,000,000. | |||
3. | The guarantee provided by TSMC for its subsidiary, WaferTech, LLC was decreased by US$440,000,000 in 2004. As of the end of 2004, the balance of the guarantee is zero. |
V. | The implementation of treasury stock buyback in 2004 |
1. | Approval Date of Board of Directors Meeting: March 23, 2004. | |||
2. | Purpose of the buyback: For the shareholders interest. | |||
3. | Period of buyback: From March 24, 2004 to May 23, 2004. | |||
4. | Contemplated price range: NT$38.5 to NT$95 per share | |||
5. | Number of shares bought back : 124,720,000 shares. | |||
6. | Total amount of buyback: NT$7,059,797,818 | |||
7. | Cancellation of buyback shares: 124,720,000 shares |
(Shareholders comments and questions relating to the settlement with SMIC, etc. and the managements responses omitted.)
Resolutions
I. | The 2004 Business Report and Financial Statements were submitted at the meeting for acceptance. |
Explanatory Notes: | 1. | TSMCs 2004 Financial Statements, including Balance Sheet, Income Statement, Statement of Changes in Shareholders Equity, and Cash Flow Statement, were audited by certified public accountants, Messrs. Jackson Huang and Michael Chang, of Deloitte & Touche and were approved at the Board of Directors Meeting held on February 22, 2005. | ||||
2. | The 2004 Business Report, CPAs audit report, and the above-mentioned Financial Statements are |
attached hereto as Attachments I, IV and V. | ||||||
3. | Please accept the above-mentioned Business Report and Financial Statements. |
Upon solicitation of comments by the Chairman, there was no objection voiced and the following resolution was adopted unanimously by the shareholders present:
RESOLVED, that the 2004 Business Report and Financial Statements be and hereby are accepted as submitted.
(Shareholders comments and questions relating to TSMCs technical innovations and account receivable, etc. and the managements responses omitted.)
II. | The proposal for distribution of 2004 profits was submitted at the meeting for discussion and approval. |
Explanatory Notes: | 1. | The proposed distribution is allocated from 2004 Earnings Available for Distribution, and was adopted at the Meeting of Board of Directors on February 22, 2005. | ||||
2. | Each shareholder will be entitled to receive a cash dividend of NT$2 per share, and a stock dividend of 50 shares for each 1,000 shares held by such shareholder. If the stock dividends include any fractional shares which are less than one full share, the shareholders concerned may arrange for pooling together their fractional shares to form one full share and register the same within 5 days after the record date. For the fractional shares which cannot be pooled, the distribution will be made in the form of cash rounded to the nearest dollar amount calculated at par value. Such fractional shares will be purchased by persons arranged by the Chairman as authorized by the Board of |
Directors of TSMC. | ||||||
The total amount of common shares outstanding may change and the ultimate cash dividend and stock dividend per common share may need to be adjusted accordingly should TSMC subsequently repurchase its common shares, or issue new common shares to its employees as a result of their exercise of stock options. It is proposed that the Chairman of Board of Directors of TSMC be authorized to adjust the cash dividend and stock dividend per common share based on the total amount of profits resolved to be distributed and the number of actual common shares outstanding on the record date for dividend distribution. | ||||||
3. | The 2004 Profit Allocation Proposal is attached hereto as Attachment VI. |
Upon solicitation of comments by the Chairman, there was no objection voiced and the following resolution was adopted unanimously by the shareholders present:
RESOLVED, that the above proposals regarding distribution of 2004 profits be and hereby are approved as proposed.
(Shareholders comments and questions relating to distribution of profits, etc. and the managements responses omitted.)
III. | A proposal to approve the capitalization of 2004 dividends and employee profit sharing (in stock) was submitted at the meeting for discussion and approval. |
Explanatory Notes: | 1. | For purposes of machine purchase and production capacity expansion, it is proposed that TSMCs paid-in capital be increased by capitalizing the stock dividends to common share holders of NT$11,626,024,220 (As mentioned in the |
Explanatory Notes (2) of Proposed Resolution 2, each common share holder will be entitled to receive a stock dividend of 50 shares for each 1,000 shares) and employee profit sharing (in stock) of NT$3,086,215,260 allocated from 2004 Earnings Available for Distribution. | ||||
2. | The total amount of paid-in capital increase shall be NT$14,712,239,480, and 1,471,223,948 common shares, at par value of NT$10 each share, shall be issued for such capital increase. | |||
3. | The shareholders rights and obligations of the new shares are the same as those of the existing shares. After being approved by the governmental authority in charge, the new shares will be distributed on a record date to be determined by the Board of Directors or its designee(s). | |||
4. | As of March 12, 2005 (the first day of book-close period for registration of share transfer before the Annual General Shareholders Meeting), the number of exercisable shares of employees stock options that TSMC granted is approximately 62,045,000 shares. Due to the aforesaid paid-in capital increase, TSMC has to adjust upwards the number of employees stock options in proportion to the capital increase. It is estimated the number of such additional employees stock options is approximately 3,102,000 shares. Since the additional employees stock options are issued in proportion to the increase of paid-in capital, it shall not cause any major impact to shareholders interest. There are sufficient common shares reserved in the Articles of Incorporation for granting the aforesaid additional employees stock options. |
Upon solicitation of comments by the Chairman, there was no objection voiced and the following resolution was adopted unanimously by the |
shareholders present: | ||||
RESOLVED, that the capitalization of 2004 dividends and employee profit sharing (in stock) be and hereby is approved as proposed. | ||||
IV. | A proposal to approve revisions to the Articles of Incorporation was submitted at the meeting for discussion and approval. | |||
Explanatory Notes: The Comparison Table for the Articles of Incorporation Before and
After Revision is attached hereto
as Attachment VII. |
||||
Upon solicitation of comments by the Chairman, there was no objection voiced and the following resolution was adopted unanimously by the shareholders present: | ||||
RESOLVED, that the revisions to the Articles of Incorporation be and hereby is approved as proposed. | ||||
(Shareholders comments and questions relating to the authorized capital, etc. and the managements responses omitted.) |
B. | Special Motion | |||
(Shareholders comments and questions relating to TSMCs investment in China, profit contribution to shareholders and profit sharing to employees, and company operations, etc. and the managements responses omitted.) |
There being no other business and special motion, upon a motion duly made and seconded, the meeting was adjourned. |
Morris Chang
|
Sylvia Fang | |
Chairman of the Board of Directors
|
Recorder |
ATTACHMENT I
Business Report
Year 2004 was a banner year for TSMC. We again set new records for revenues and earnings, while continuing to lead the semiconductor dedicated foundry sector. Our production accounted for more than 7% of the total value of the worlds semiconductor output.
TSMCs performance was anchored in our Trinity of Strength: strength in technology development and deployment, strength in manufacturing capacity and efficiency, and strength in building customer partnerships. For example:
| TSMC cumulatively shipped over one million wafers (8-inch equivalent) in 0.13-micron technology. | |||
| TSMCs Nexsys SM 90nm, the worlds first 12-inch, low-k, 90-nanometer process to reach full production, was adopted in more than 30 customer products after one years ramp, and achieved product yields ahead of internal goals. | |||
| TSMC served more than 300 customers and produced more than 5,000 products in our fabs. |
With its core manufacturing and logistics competencies, TSMCs experience in integrating front-end design and back-end turn-key services has helped customers resolve many daunting challenges in advanced chips designed with our 90nm technology. We collaborate closely with customers, enabling them to deliver their products on time and to achieve success in their end markets.
Financial Strength and Results
TSMC broke new records in both revenues and net income in 2004. Revenue reached NT$255.9 billion, an increase of 26.8% compared with the previous record set in 2003. Net income was NT$92.32 billion, an increase of 95.3% compared with 2003 results, while fully diluted earnings per share were NT$3.97 (US$0.59 per ADS unit), an increase of 96.8 %. In US dollars, revenue for 2004 was US$7.65 billion, an increase of 30.3%, while net income grew to US$2.76 billion, an increase of 100%.
A Long-Term Growth Engine
TSMCs consistently strong financial performance proves the companys value as a solid long-term growth engine. The cyclical nature of the semiconductor industry is well known. Since the mid-1990s, we have taken strategic advantage of upturns. But we are careful not to overreach, and so we weather downturns well. We have been free cash flow positive in all but one year in our 18-year history, a track record rarely found in this industry.
Our recently enhanced dividend policy is a sign of our confidence in the TSMC growth engine. After the companys IPO in 1994, we made our first cash dividend payment in 2004, with a 30% cash payout ratio. We further resolved to distribute future dividends preferentially in cash. Under a change approved by shareholders on December 21, 2004, stock dividends will not exceed 50 percent of total distributions in future. The change will permit us more flexibility in planning future cash dividend distributions.
Two-Pronged Business Strategy to Ensure Future Growth
Our strategy for continued profitable growth has two dimensions: horizontal expansion into specialty technologies platforms in mature technologies; and vertical expansion through leadership in advanced process technologies for next-generation products. With specialty technologies, we can leverage our unique scale and manufacturing know-how at older, partly depreciated fab facilities to increase capacity utilization and margins throughout the cycle.
With demand strong for our 90nm technology, we plan to substantially increase our capacity of 90nm in 2005. Our total capacity for advanced technologies (defined as 0.13-micron and below) will more than double in 2005.
Innovation
TSMC has continued to demonstrate its leadership in semiconductor processes technology. For example, in December 2004, TSMC announced the successful use of immersion lithography tools developed by ASML to produce fully functional 90nm devices. These circuits represented the worlds first publicly announced data indicating that immersion-based lithography systems are nearing production-ready status.
Recognition and Awards for Outstanding Achievements
TSMC continued to receive recognition and awards from around the world as a corporate role model. Among the numerous media surveys conducted in 2004 (for example, Institutional Investors, The Asset Magazine, AsiaMoney, Finance Asia, IR Magazine, and The Know Network), TSMC was awarded top honors in the areas of overall management, knowledge management, corporate governance and investor relations, and was voted the Most Admired Company by CommonWealth Magazine. In addition, TSMC received the Gold Medal Award from The Department of Economic Affairs of the Government of the Republic of China in the National Invention and Creation category.
Other Corporate Developments
In the period from March 24 to May 21, 2004, TSMC bought back 124.72 million common shares, representing 0.6% of total outstanding shares at that time. These repurchased shares were subsequently cancelled during the third quarter of 2004.
TSMC, TSMC North America, and WaferTech filed a series of lawsuits in late 2003 and 2004 in both state and federal courts in California and with the U. S. International Trade Commission against Semiconductor Manufacturing International Corporation (SMIC), SMIC (Shanghai), and SMIC Americas. The lawsuits alleged that SMIC companies infringed multiple TSMC patents and misappropriated TSMCs trade secrets. These suits have been settled out of court. As part of
the agreement, SMIC will pay TSMC US$175 million over six years to resolve TSMCs patent infringement and trade secret claims.
Outlook for the Future
We believe that the world semiconductor industry is likely to expand at a compound annual growth rate of 8% to 10% within this decade. Coming out of the industrys most severe cyclical downturn in 2001, the global semiconductor industry has experienced two consecutive years of strong growth: 18% in 2003 followed by an estimated 28% growth in 2004. We now expect global semiconductor revenue to remain at about the same level or slightly lower in 2005. The value of the foundry segments output is likely to have increased from a 16% share of world IC markets in 2003 to an estimated 18% in 2004. Our trinity of strengths and our two-pronged growth strategy, coupled with our continuing emphasis on cost efficiency, should enable TSMC to compete well.
We have every confidence that our dedication, our operating and financial discipline, as well as our strong commitment to innovation and customer partnership, will continue to produce the outstanding performance that has characterized TSMC since we founded the dedicated semiconductor foundry business in 1987.
Morris Chang, Chairman and CEO F.C. Tseng, Deputy CEO Rick Tsai, President and COO |
||||
ATTACHMENT II
Supervisors Report
The Board of Directors has prepared and submitted to the supervisors the Companys 2004 business Report, financial Statements, and proposal for allocation of profits. The CPA firm of Deloitte & Touche were retained to audit TSMCs Financial statements. The auditors have submitted to the Board a report relating to the Financial Statements. The Business Report, Financial Statements, and profit allocation proposal have been examined by and determined to be correct and accurate by the undersigned, the supervisors of Taiwan Semiconductor Manufacturing Company Limited. According to Article 219 of the Company Law, we hereby submit this report.
Taiwan Semiconductor Manufacturing Company Limited
Supervisor Robbert Brakel
Supervisor James Ho
Supervisor Michael E. Porter
March 11, 2005
16
ATTACHMENT III
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
DETAILS OF ACQUISITION OR DISPOSAL OF ASSETS WITH RELATED PARTIES IN 2004
Unit: US$ / NT$ in Thousand
Date of | Number of Shares | ||||||||||||||||
Assets | Acquisition | Acquired | Transaction | Relationship | |||||||||||||
Acquired (Disposed) | (Disposal) | (Disposed) | Amount | Counterparty | with TSMC | ||||||||||||
Ownership of
Emerging Alliance
Fund
|
01/30/2004 | N/A | US$4,975 | Emerging Alliance Fund |
Subsidiary | ||||||||||||
Ownership of
Emerging Alliance
Fund
|
06/24/2004 | N/A | US$2,985 | Emerging Alliance Fund |
Subsidiary | ||||||||||||
Ownership of TSMC
(Shanghai) Company
Limited
|
07/15/2004 | N/A | US$130,000 | TSMC (Shanghai) Company Limited |
Subsidiary | ||||||||||||
Ownership of TSMC
(Shanghai) Company
Limited
|
12/24/2004 | N/A | US$90,000 | TSMC (Shanghai) Company Limited |
Subsidiary | ||||||||||||
Disposal of
Machinery Equipment
|
06/21/2004 | N/A | NT$2,969,347 | TSMC (Shanghai) Company Limited |
Subsidiary | ||||||||||||
Ownership of
VentureTech
Alliance Fund II
|
05/14/2004 | N/A | US$4,950 | VentureTech Alliance Fund II |
Subsidiary | ||||||||||||
Ownership of
VentureTech
Alliance Fund II
|
09/07/2004 | N/A | US$4,900 | VentureTech Alliance Fund II |
Subsidiary | ||||||||||||
Attachment IV
INDEPENDENT AUDITORS REPORT
The Board of Directors and Shareholders
Taiwan Semiconductor Manufacturing Company Ltd.
We have audited the accompanying balance sheets of Taiwan Semiconductor Manufacturing Company Ltd. as of December 31, 2004 and 2003, and the related statements of income, changes in shareholders equity and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants, and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Taiwan Semiconductor Manufacturing Company Ltd. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and accounting principles generally accepted in the Republic of China.
We have also audited the consolidated financial statements of Taiwan Semiconductor Manufacturing Company Ltd. as of and for the years ended December 31, 2004 and 2003, and have expressed an unqualified opinion on such financial statements.
January 13, 2005 (January 30, 2005 as to Note 20m)
Notice to Readers
The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdiction. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the auditors report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors report and financial statements shall prevail.
(Continued)
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LTD.
|
ATTACMENT V | |
BALANCE SHEETS |
||
DECEMBER 31, 2004 AND 2003 |
||
(In Thousands of New Taiwan Dollars, Except Par Value) |
||
2004 | 2003 | |||||||||||||||
Amount | % | Amount | % | |||||||||||||
ASSETS |
||||||||||||||||
CURRENT ASSETS |
||||||||||||||||
Cash and cash equivalents (Notes 2, 3 and 4) |
$ | 65,531,818 | 14 | $ | 98,288,002 | 25 | ||||||||||
Short-term investments, net (Notes 2 and 4) |
52,979,095 | 11 | 12,559,019 | 3 | ||||||||||||
Receivables from related parties (Note 18) |
16,186,083 | 4 | 14,867,662 | 4 | ||||||||||||
Notes receivable |
2,942 | | 9,893 | | ||||||||||||
Accounts receivable |
15,323,939 | 3 | 13,907,914 | 4 | ||||||||||||
Allowance for doubtful receivables (Note 2) |
(980,461 | ) | | (1,016,022 | ) | | ||||||||||
Allowance for sales returns and others (Note 2) |
(3,327,914 | ) | (1 | ) | (2,126,025 | ) | (1 | ) | ||||||||
Other receivables from related parties (Note 18) |
1,617,339 | | 132,963 | | ||||||||||||
Other financial assets (Notes 2 and 21) |
2,406,736 | | 689,440 | | ||||||||||||
Inventories, net (Notes 2 and 5) |
14,171,945 | 3 | 10,907,158 | 3 | ||||||||||||
Deferred income tax assets (Notes 2 and 12) |
8,849,000 | 2 | 8,322,000 | 2 | ||||||||||||
Prepaid expenses and other current assets |
906,789 | | 1,984,268 | | ||||||||||||
Total current assets |
173,667,311 | 36 | 158,526,272 | 40 | ||||||||||||
LONG-TERM INVESTMENTS (Notes 2, 6, 16 and 21) |
||||||||||||||||
Equity method |
46,828,322 | 10 | 37,262,237 | 10 | ||||||||||||
Cost method |
772,634 | | 703,116 | | ||||||||||||
Long-term bonds |
15,170,167 | 3 | | | ||||||||||||
Other investments |
10,521,740 | 2 | | | ||||||||||||
Total long-term investments |
73,292,863 | 15 | 37,965,353 | 10 | ||||||||||||
PROPERTY, PLANT AND EQUIPMENT (Notes 2, 7 and 18) |
||||||||||||||||
Cost |
||||||||||||||||
Buildings |
84,299,167 | 17 | 71,277,031 | 18 | ||||||||||||
Machinery and equipment |
390,719,215 | 80 | 332,252,225 | 84 | ||||||||||||
Office equipment |
7,041,132 | 1 | 6,180,495 | 1 | ||||||||||||
482,059,514 | 98 | 409,709,751 | 103 | |||||||||||||
Accumulated depreciation |
(300,006,201 | ) | (61 | ) | (247,514,312 | ) | (62 | ) | ||||||||
Advance payments and construction in progress |
45,923,087 | 10 | 26,091,313 | 6 | ||||||||||||
Net property, plant and equipment |
227,976,400 | 47 | 188,286,752 | 47 | ||||||||||||
GOODWILL (Note 2) |
1,916,146 | | 2,264,536 | 1 | ||||||||||||
OTHER ASSETS |
||||||||||||||||
Deferred charges, net (Notes 2, 8 and 20) |
8,845,144 | 2 | 7,947,331 | 2 | ||||||||||||
Deferred income tax assets (Notes 2 and 12) |
1,645,003 | | 1,070,596 | | ||||||||||||
Refundable deposits (Note 18) |
85,413 | | 177,379 | | ||||||||||||
Assets leased to others, net (Note 2) |
78,613 | | 84,347 | | ||||||||||||
Idle assets (Note 2) |
46,317 | | 94,296 | | ||||||||||||
Total other assets |
10,700,490 | 2 | 9,373,949 | 2 | ||||||||||||
TOTAL |
$ | 487,553,210 | 100 | $ | 396,416,862 | 100 | ||||||||||
2004 | 2003 | |||||||||||||||
Amount | % | Amount | % | |||||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||
CURRENT LIABILITIES |
||||||||||||||||
Accounts payable |
$ | 6,488,617 | 1 | $ | 6,083,876 | 2 | ||||||||||
Payables to related parties (Note 18) |
3,198,490 | 1 | 4,500,140 | 1 | ||||||||||||
Payables to contractors and equipment suppliers |
31,154,309 | 6 | 7,117,884 | 2 | ||||||||||||
Accrued expenses and other current liabilities (Notes 2, 10
and 20) |
9,297,436 | 2 | 7,836,084 | 2 | ||||||||||||
Current portion of long-term bonds payable (Note 9) |
10,500,000 | 2 | 5,000,000 | 1 | ||||||||||||
Total current liabilities |
60,638,852 | 12 | 30,537,984 | 8 | ||||||||||||
LONG-TERM LIABILITIES |
||||||||||||||||
Bonds payable (Note 9) |
19,500,000 | 4 | 30,000,000 | 7 | ||||||||||||
Other long-term payables (Notes 10 and 20) |
1,934,968 | | 3,300,829 | 1 | ||||||||||||
Other payables to related parties (Notes 18 and 20) |
2,317,972 | 1 | | | ||||||||||||
Total long-term liabilities |
23,752,940 | 5 | 33,300,829 | 8 | ||||||||||||
OTHER LIABILITIES |
||||||||||||||||
Accrued pension cost (Notes 2 and 11) |
3,101,196 | 1 | 2,600,251 | 1 | ||||||||||||
Guarantee deposits (Note 20) |
412,393 | | 763,489 | | ||||||||||||
Deferred credits gain on intercompany (Notes 2 and 18) |
682,530 | | | | ||||||||||||
Total other liabilities |
4,196,119 | 1 | 3,363,740 | 1 | ||||||||||||
Total liabilities |
88,587,911 | 18 | 67,202,553 | 17 | ||||||||||||
SHAREHOLDERS EQUITY (Notes 2 and 14) |
||||||||||||||||
Capital stock $10 par value |
||||||||||||||||
Authorized: 24,600,000 thousand shares |
||||||||||||||||
Issued: 23,251,964 thousand shares in 2004 and 20,266,619
thousand shares in 2003 |
232,519,637 | 48 | 202,666,189 | 51 | ||||||||||||
Capital surplus |
56,537,259 | 11 | 56,855,885 | 14 | ||||||||||||
Retained earnings |
||||||||||||||||
Appropriated as legal reserve |
25,528,007 | 5 | 20,802,137 | 5 | ||||||||||||
Appropriated as special reserve |
| | 68,945 | | ||||||||||||
Unappropriated earnings |
88,202,009 | 18 | 50,229,008 | 13 | ||||||||||||
Others |
||||||||||||||||
Unrealized loss on long-term investments |
| | (35 | ) | | |||||||||||
Cumulative translation adjustments |
(2,226,427 | ) | | 225,408 | | |||||||||||
Treasury stock (at cost) - 45,521 thousand shares in 2004 and
40,597 thousand shares in 2003 (Notes 2 and 16) |
(1,595,186 | ) | | (1,633,228 | ) | | ||||||||||
Total shareholders equity |
398,965,299 | 82 | 329,214,309 | 83 | ||||||||||||
TOTAL |
$ | 487,553,210 | 100 | $ | 396,416,862 | 100 | ||||||||||
The accompanying notes are an integral part of the financial statements.
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LTD.
|
||
STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003 |
||
(In Thousands of New Taiwan Dollars, Except Earnings Per Share) |
||
2004 | 2003 | |||||||||||||||
Amount | % | Amount | % | |||||||||||||
GROSS SALES (Notes 2 and 18) |
$ | 260,726,896 | $ | 206,157,918 | ||||||||||||
SALES RETURNS AND ALLOWANCES (Note 2) |
(4,734,469 | ) | (4,253,577 | ) | ||||||||||||
NET SALES |
255,992,427 | 100 | 201,904,341 | 100 | ||||||||||||
COST OF SALES (Notes 13 and 18) |
145,831,843 | 57 | 129,012,704 | 64 | ||||||||||||
GROSS PROFIT |
110,160,584 | 43 | 72,891,637 | 36 | ||||||||||||
OPERATING EXPENSES (Notes 13 and 18) |
||||||||||||||||
Research and development |
12,516,434 | 5 | 12,712,695 | 6 | ||||||||||||
General and administrative |
9,367,010 | 3 | 6,337,845 | 3 | ||||||||||||
Marketing |
1,454,362 | 1 | 1,193,520 | 1 | ||||||||||||
Total operating expenses |
23,337,806 | 9 | 20,244,060 | 10 | ||||||||||||
INCOME FROM OPERATIONS |
86,822,778 | 34 | 52,647,577 | 26 | ||||||||||||
NON-OPERATING INCOME AND GAINS |
||||||||||||||||
Investment income recognized by equity method, net
(Notes 2 and 6) |
4,040,319 | 2 | 791,424 | | ||||||||||||
Interest (Notes 2 and 21) |
1,762,347 | 1 | 819,377 | 1 | ||||||||||||
Technical service income (Notes 18 and 20) |
423,804 | | 209,764 | | ||||||||||||
Gain on disposal of property, plant and equipment
(Notes 2 and 18) |
164,147 | | 438,804 | | ||||||||||||
Gain on sales of investments (Note 2) |
90,319 | | 114,817 | | ||||||||||||
Other (Note 18) |
378,778 | | 291,613 | | ||||||||||||
Total non-operating income and gains |
6,859,714 | 3 | 2,665,799 | 1 | ||||||||||||
NON-OPERATING EXPENSES AND LOSSES |
||||||||||||||||
Interest (Notes 2, 7, 9 and 21) |
1,352,738 | 1 | 1,576,343 | 1 | ||||||||||||
Foreign exchange loss, net (Notes 2 and 21) |
323,080 | | 909,496 | | ||||||||||||
Loss on disposal of property, plant and equipment
(Note 2) |
107,722 | | 373,472 | | ||||||||||||
Unrealized valuation loss on short-term investments
(Notes 2 and 4) |
75,212 | | | | ||||||||||||
Loss on property, plant and equipment and idle assets
(Note 2) |
| | 1,401,585 | 1 | ||||||||||||
Other |
45,156 | | 24,205 | | ||||||||||||
Total non-operating expenses and losses |
1,903,908 | 1 | 4,285,101 | 2 | ||||||||||||
(Continued)
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LTD.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2004 | 2003 | |||||||||||||||
Amount | % | Amount | % | |||||||||||||
INCOME BEFORE INCOME TAX |
$ | 91,778,584 | 36 | $ | 51,028,275 | 25 | ||||||||||
INCOME TAX BENEFIT (EXPENSE) (Notes 2 and 12) |
537,531 | | (3,769,575 | ) | (2 | ) | ||||||||||
NET INCOME |
$ | 92,316,115 | 36 | $ | 47,258,700 | 23 | ||||||||||
2004 | 2003 | |||||||||||||||
Before | After | Before | After | |||||||||||||
Income | Income | Income | Income | |||||||||||||
Tax | Tax | Tax | Tax | |||||||||||||
EARNINGS PER SHARE (NT$, Note 17) |
||||||||||||||||
Basic earnings per share |
$ | 3.95 | $ | 3.97 | $ | 2.18 | $ | 2.02 | ||||||||
Diluted earnings per share |
$ | 3.95 | $ | 3.97 | $ | 2.18 | $ | 2.02 | ||||||||
The pro forma net income and earnings per share (after income tax) are based on the assumption that the stock of parent company held by its subsidiaries is treated as an investment instead of the treasury stock, and are shown as follows (Notes 2 and 16):
2004 | 2003 | |||||||
NET INCOME |
$ | 92,340,760 | $ | 47,337,094 | ||||
EARNINGS PER SHARE (NT$) |
||||||||
Basic earnings per share |
$ | 3.96 | $ | 2.02 | ||||
Diluted earnings per share |
$ | 3.96 | $ | 2.02 | ||||
(Concluded)
The accompanying notes are an integral part of the financial statements.
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LTD.
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(In Thousands of New Taiwan Dollars)
Capital Stock Issued | Unrealized | |||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Retained Earnings | Loss on | Cumulative | Treasury | Total | ||||||||||||||||||||||||||||||||||||||||||||||
Shares | Shares | Capital | Legal | Special | Unappropriated | Long-term | Translation | Stock | Shareholders | |||||||||||||||||||||||||||||||||||||||||||
(Thousand) | Amount | (Thousand) | Amount | Surplus | Reserve | Reserve | Earnings | Total | Investments | Adjustments | (Note 16) | Equity | ||||||||||||||||||||||||||||||||||||||||
BALANCE, JANUARY 1, 2003 |
1,300,000 | $ | 13,000,000 | 18,622,887 | $ | 186,228,867 | $ | 57,004,789 | $ | 18,641,108 | $ | | $ | 22,151,089 | $ | 40,792,197 | $ | (194,283 | ) | $ | 945,129 | $ | (1,923,492 | ) | $ | 295,853,207 | ||||||||||||||||||||||||||
Redemption and retirement of preferred stock |
(1,300,000 | ) | (13,000,000 | ) | | | | | | | | | | | (13,000,000 | ) | ||||||||||||||||||||||||||||||||||||
Appropriations of prior years earnings |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve |
| | | | | 2,161,029 | | (2,161,029 | ) | | | | | | ||||||||||||||||||||||||||||||||||||||
Special reserve |
| | | | | | 68,945 | (68,945 | ) | | | | | | ||||||||||||||||||||||||||||||||||||||
Bonus to employees stock |
| | 153,901 | 1,539,013 | | | | (1,539,013 | ) | (1,539,013 | ) | | | | | |||||||||||||||||||||||||||||||||||||
Cash dividends paid for preferred stock |
| | | | | | | (455,000 | ) | (455,000 | ) | | | | (455,000 | ) | ||||||||||||||||||||||||||||||||||||
Stock dividends - 8% |
| | 1,489,831 | 14,898,309 | | | | (14,898,309 | ) | (14,898,309 | ) | | | | | |||||||||||||||||||||||||||||||||||||
Remuneration to directors and supervisors |
| | | | | | | (58,485 | ) | (58,485 | ) | | | | (58,485 | ) | ||||||||||||||||||||||||||||||||||||
Net income in 2003 |
| | | | | | | 47,258,700 | 47,258,700 | | | | 47,258,700 | |||||||||||||||||||||||||||||||||||||||
Adjustment arising from changes in ownership percentage in investees |
| | | | (158,924 | ) | | | | | | | | (158,924 | ) | |||||||||||||||||||||||||||||||||||||
Reversal of unrealized loss on long-term investment of investees |
| | | | | | | | | 194,248 | | | 194,248 | |||||||||||||||||||||||||||||||||||||||
Translation adjustments |
| | | | | | | | | | (719,721 | ) | | (719,721 | ) | |||||||||||||||||||||||||||||||||||||
Treasury stock sales of parent company stock held by subsidiaries |
| | | | 10,020 | | | | | | | 290,264 | 300,284 | |||||||||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2003 |
| | 20,266,619 | 202,666,189 | 56,855,885 | 20,802,137 | 68,945 | 50,229,008 | 71,100,090 | (35 | ) | 225,408 | (1,633,228 | ) | 329,214,309 | |||||||||||||||||||||||||||||||||||||
Appropriations of prior years earnings |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve |
| | | | | 4,725,870 | | (4,725,870 | ) | | | | | | ||||||||||||||||||||||||||||||||||||||
Reversal of special reserve |
| | | | | | (68,945 | ) | 68,945 | | | | | | ||||||||||||||||||||||||||||||||||||||
Bonus to employees cash |
| | | | | | (681,628 | ) | (681,628 | ) | | | | (681,628 | ) | |||||||||||||||||||||||||||||||||||||
Bonus to employees stock |
| | 272,651 | 2,726,514 | | | | (2,726,514 | ) | (2,726,514 | ) | | | | | |||||||||||||||||||||||||||||||||||||
Cash dividends paid for preferred stocks |
| | | | | | | (184,493 | ) | (184,493 | ) | | | | (184,493 | ) | ||||||||||||||||||||||||||||||||||||
Cash dividends - 6% |
| | | | | | | (12,159,971 | ) | ( 12,159,971 | ) | | | | (12,159,971 | ) | ||||||||||||||||||||||||||||||||||||
Stock dividends - 14% |
| | 2,837,327 | 28,373,267 | | | | (28,373,267 | ) | (28,373,267 | ) | | | | | |||||||||||||||||||||||||||||||||||||
Remuneration to directors and supervisors |
| | | | | | | (127,805 | ) | (127,805 | ) | | | | (127,805 | ) | ||||||||||||||||||||||||||||||||||||
Net income in 2004 |
| | | | | | | 92,316,115 | 92,316,115 | | | | 92,316,115 | |||||||||||||||||||||||||||||||||||||||
Adjustment arising from changes in ownership percentage in investees |
| | | | 34,059 | | | | | | | | 34,059 | |||||||||||||||||||||||||||||||||||||||
Reversal of unrealized loss on long-term investment of investees |
| | | | | | | | | 35 | | | 35 | |||||||||||||||||||||||||||||||||||||||
Translation adjustments |
| | | | | | | | | | (2,451,835 | ) | | (2,451,835 | ) | |||||||||||||||||||||||||||||||||||||
Issuance of stock arising from exercising stock options |
| | 87 | 867 | 2,757 | | | | | | | | 3,624 | |||||||||||||||||||||||||||||||||||||||
Cash dividends received by subsidiaries from parent company |
| | | | 22,781 | | | | | | | | 22,781 | |||||||||||||||||||||||||||||||||||||||
Treasury stock sales of the parent company stock held by subsidiaries |
| | | | 1,864 | | | | | | | 38,042 | 39,906 | |||||||||||||||||||||||||||||||||||||||
Treasury stock repurchased by the Company |
| | | | | | | | | | | (7,059,798 | ) | (7,059,798 | ) | |||||||||||||||||||||||||||||||||||||
Retirement of treasury stock |
| | (124,720 | ) | (1,247,200 | ) | (380,087 | ) | | | (5,432,511 | ) | (5,432,511 | ) | | | 7,059,798 | | ||||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2004 |
| $ | | 23,251,964 | $ | 232,519,637 | $ | 56,537,259 | $ | 25,528,007 | $ | | $ | 88,202,009 | $ | 113,730,016 | $ | | $ | (2,226,427 | ) | $ | (1,595,186 | ) | $ | 398,965,299 | ||||||||||||||||||||||||||
The accompanying notes are an integral part of the financial statements.
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(In Thousands of New Taiwan Dollars)
2004 | 2003 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income |
$ | 92,316,115 | $ | 47,258,700 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities |
||||||||
Depreciation and amortization |
63,072,140 | 61,786,114 | ||||||
Deferred income taxes |
(1,101,407 | ) | 3,639,971 | |||||
Investment income recognized by equity method, net |
(4,040,319 | ) | (791,424 | ) | ||||
Amortization of premium/discount of long-term bond investments |
28,673 | | ||||||
Loss on property, plant, and equipment, and idle assets |
| 1,401,585 | ||||||
Gain on sales of long-term investments, net |
(2,216 | ) | (79,149 | ) | ||||
Gain on disposal of property, plant and equipment, net |
(56,425 | ) | (65,332 | ) | ||||
Accrued pension cost |
500,945 | 389,709 | ||||||
Changes in operating assets and liabilities |
||||||||
Decrease (increase) in
Receivables from related parties |
(1,318,421 | ) | (4,752,698 | ) | ||||
Notes receivable |
6,951 | 50,347 | ||||||
Accounts receivable |
(1,416,025 | ) | (4,412,467 | ) | ||||
Allowance for doubtful receivables |
(35,561 | ) | 86,158 | |||||
Allowance for sales returns and others |
1,201,889 | (237,042 | ) | |||||
Other receivables from related parties |
(11,496 | ) | (64,439 | ) | ||||
Other financial assets |
(1,655,730 | ) | 189,024 | |||||
Inventories, net |
(3,264,787 | ) | (566,822 | ) | ||||
Prepaid expenses and other current assets |
1,077,479 | 121,298 | ||||||
Increase (decrease) in
Payables to related parties |
(1,771,144 | ) | 2,033,142 | |||||
Accounts payable |
404,741 | 1,234,642 | ||||||
Accrued expenses and other liabilities |
(255,184 | ) | 1,447,119 | |||||
Net cash provided by operating activities |
143,680,218 | 108,668,436 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Increase in short-term investments |
(43,822,489 | ) | (12,529,448 | ) | ||||
Acquisitions of
Long-term investments |
(30,290,982 | ) | (3,006,374 | ) | ||||
Property, plant and equipment |
(76,171,356 | ) | (37,247,465 | ) | ||||
Proceeds from disposal of
Long-term investments |
7,822 | 476,405 | ||||||
Property, plant and equipment |
1,713,934 | 177,307 | ||||||
Increase in deferred charges |
(2,404,130 | ) | (2,137,932 | ) | ||||
Decrease in refundable deposits |
91,966 | 366,090 | ||||||
Decrease in other assets |
| 9,250 | ||||||
Net cash used in investing activities |
(150,875,235 | ) | (53,892,167 | ) | ||||
(Continued)
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
(In Thousands of New Taiwan Dollars)
2004 | 2003 | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Cash dividends paid for common stock |
$ | (12,159,971 | ) | $ | | |||
Repurchase of treasury stock |
(7,059,798 | ) | | |||||
Repayment of long-term bonds payable |
(5,000,000 | ) | (4,000,000 | ) | ||||
Cash bonus paid to employees |
(681,628 | ) | | |||||
Decrease in guarantee deposits |
(351,096 | ) | (631,577 | ) | ||||
Cash dividends paid for preferred stock |
(184,493 | ) | (455,000 | ) | ||||
Remuneration paid to directors and supervisors |
(127,805 | ) | (58,485 | ) | ||||
Proceeds from issuance of new shares arising from exercises of
stock options |
3,624 | | ||||||
Redemption of preferred stock |
| (13,000,000 | ) | |||||
Net cash used in financing activities |
(25,561,167 | ) | (18,145,062 | ) | ||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(32,756,184 | ) | 36,631,207 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR |
98,288,002 | 61,656,795 | ||||||
CASH AND CASH EQUIVALENTS, END OF THE YEAR |
$ | 65,531,818 | $ | 98,288,002 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
||||||||
Interest paid (excluding the amount capitalized of NT$262,109
thousand
and NT$138,668 thousand in 2004 and 2003, respectively, Note 7) |
$ | 1,379,287 | $ | 1,652,579 | ||||
Income tax paid |
$ | 309,522 | $ | 2,500 | ||||
NONCASH INVESTING AND FINANCING ACTIVITIES |
||||||||
Current portion of long-term bonds payable |
$ | 10,500,000 | $ | 5,000,000 | ||||
Current portion of other payables to related parties (under
payables to related parties) |
$ | 492,022 | $ | | ||||
Current portion of other long-term payables (under accrued
expenses and other current liabilities) |
$ | 1,505,345 | $ | 1,591,972 | ||||
Reclassification of short-term investments to long-term investments |
$ | 3,402,413 | $ | | ||||
Reclassification of long-term investments to short-term investments |
$ | | $ | 29,571 | ||||
(Concluded)
The accompanying notes are an integral part of the financial statements.
ATTACHMENT VI
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
PROFIT ALLOCATION PROPOSAL
December 31, 2004
Unit: NT$ | ||||
Net Income of 2004 |
92,316,114,734 | |||
Less: |
||||
- Cancellation of Treasury Shares* |
4,114,105,579 | |||
Subtotal |
88,202,009,155 | |||
Less: |
||||
- 10% Legal Reserves |
8,820,200,916 | |||
- Special Reserves |
2,226,426,910 | |||
2004 Earnings Available for Distribution |
77,155,381,329 | |||
Distribution Items: |
||||
- Bonus to Directors & Supervisors |
231,466,144 | |||
- Employees Profit Sharing (in cash) |
3,086,215,246 | |||
- Employees Profit Sharing (in stock) |
3,086,215,260 | |||
- Cash Dividends to Common Shareholders (NT$2.00 per share) |
46,504,096,864 | |||
- Stock Dividends to Common Shareholders
(NT$0.50 per share at par value, i.e., 50 shares for each
1,000 shares
owned) |
11,626,024,220 | |||
Total Distribution |
64,534,017,734 | |||
Unappropriated Earnings |
12,621,363,595 |
(* | Total amount to be deducted from retained earnings is NT$5,432,510,393. There is, however, a beginning balance of NT$1,318,404,814 in unappropriated earnings of previous years which will be used to offset the amount to be deducted from retained earnings, leaving NT$4,114,105,579 to be deducted from 2004 net income.) |
ATTACHMENT VII
COMPARISION TABLE
FOR
THE ARTICLES OF INCORPORATION
BEFORE AND AFTER REVISION
Before Revision | After Revision | |||||||
Article 7
|
The total capital stock of the Corporation shall
be in the amount of 246,000,000,000 New Taiwan
Dollars, divided into 24,600,000,000 shares, at
ten New Taiwan Dollars each, and may be paid-up
in installments. The Corporation may issue employee stock options from time to time. A total of 500,000,000 shares among the above total capital stock should be reserved for issuing employee stock options. |
The total capital stock of the Corporation shall
be in the amount of 270,500,000,000 New Taiwan
Dollars, divided into 27,050,000,000 shares, at
ten New Taiwan Dollars each, and may be paid-up
in installments. The Corporation may issue employee stock options from time to time. A total of 500,000,000 shares among the above total capital stock should be reserved for issuing employee stock options. |
||||||
Article 31
|
The Corporation may, by resolution of the Board of Directors, appoint a Chief Executive Officer with overall responsibilities for the business of the Corporation and all the affiliated companies. The Corporation shall also have one President and one or more Vice Presidents, all to be appointed by the Board of Directors. The President shall also be the Chief Operating Officer of the Corporation and may be a Director of the Corporation. Subject to the policies of the Corporation, the President shall act under the direction of the Board of Directors headed by the Chairman and be responsible for the overall control of allocated business and operation of the Corporation and shall report to the Board of Directors. The President shall supervise and control day-to-day business and operation of the Corporation, subject to the policies of the Board of Directors headed by the Chairman. The Chief Executive Officer shall cause to be prepared and | The Corporation may, by resolution of the Board
of Directors, appoint a Chief Executive Officer,
a President and one or more Vice Presidents. The
President may also be a Director and/or the
Chief Executive Officer of the Corporation.
The Chief Executive Officer shall have the overall responsibilities for the business of the Corporation and all the affiliated companies. The Chief Executive Officer shall cause to be prepared and furnished to the Board of Directors of the Corporation a balance sheet of the Corporation and related statements of income and loss, as of the end of each calendar month, quarter and year. Monthly and quarterly statements shall be furnished no more than sixty (60) days after the end of each month and quarter, and year-end statements shall be furnished no more than ninety (90) days after the end of each year. Such financial statements shall be prepared in accordance with generally accepted accounting |
||||||
Before Revision | After Revision | |||||||
furnished to the Board of Directors of the Corporation a balance sheet of the Corporation and related statements of income and loss, as of the end of each calendar month, quarter and year. Monthly and quarterly statements shall be furnished no more than sixty (60) days after the end of each month and quarter, and year-end statements shall be furnished no more than ninety (90) days after the end of each year. Such financial statements shall be prepared in accordance with generally accepted accounting principles applied in the Republic of China on a consistent basis. Such statements shall be accompanied by a certification of the Corporation that such statements have been so prepared. The Vice President-Finance shall have special responsibility for the financial affairs and accounting of the Corporation. | principles applied in the Republic of China on a consistent basis. Such statements shall be accompanied by a certification of the Corporation that such statements have been so prepared. Subject to the policies of the Corporation, the President shall be responsible for the overall control of allocated business and operation of the Corporation and shall make reports to the Board of Directors. The President shall supervise and control day-to-day business and operation of the Corporation, subject to the policies of the Board of Directors headed by the Chairman. The Vice President-Finance shall have special responsibility for the financial affairs and accounting of the Corporation. | |||||||
Article 32
|
The President and Vice Presidents shall perform such duties as designated by the Board of Directors. The President and Vice Presidents may, in accordance with Chief Executive Officers authorization, handle all matters within the scope of his/her responsibilities and sign documents on behalf of the Corporation. | The Chief Executive Officer reports to the Chairman of the Board of Directors. The President and Vice Presidents shall perform such duties as designated by the Chairman or the Board of Directors. | ||||||
Article 35
|
When allocating the net profits for each fiscal year, the Corporation shall first offset its losses in previous years and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve has equaled the total capital of the Corporation; then set aside special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge; and then set aside 0.3% of the balance as bonus to directors and supervisors and not less than 1% as bonus to employees of this Corporation. This Corporation may issue stock bonuses to employees of an affiliated company meeting the conditions set by the Board of Directors or, by the person | When allocating the net profits for each fiscal year, the Corporation shall first offset its losses in previous years and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve has equaled the total capital of the Corporation; then set aside special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge; and then set aside not more than 0.3% of the balance as bonus to directors and supervisors and not less than 1% as bonus to employees of this Corporation. Directors who also serve as executive officers of this Corporation are not entitled to receive bonus to directors | ||||||
Before Revision | After Revision | |||||||
duly authorized by the Board of Directors. Any balance left over shall be allocated according to the following principles per resolution of the shareholders meeting: | and supervisors. This Corporation may issue stock bonuses to employees of an affiliated company meeting the conditions set by the Board of Directors or, by the person duly authorized by the | |||||||
1. Except distribution of reserve in accordance
with item (2) below, this Corporation shall
not pay dividends or bonuses when there is no profit; however, where the legal capital
reserve reaches over 50% of the paid-in
capital, this Corporation may distribute the
amount in excess as dividends and bonuses.
Profits may be distributed in total after
taking into consideration financial, business
and operational factors. Profits of this
Corporation may be distributed by way of cash
dividend and/or stock dividend. Since this
Corporation is in a capital-intensive
industry at the steady growth stage of its
business, distribution of profits shall be
made preferably by way of cash dividend.
Distribution of profits may also be made by
way of stock dividend; provided however, the
ratio for stock dividend shall not exceed 50%
of total distribution.
|
Board of Directors. Any balance
left over shall be allocated according to the following
principles per resolution of the shareholders
meeting: |
|||||||
1. Except distribution of reserve in
accordance with item (2) below, this
Corporation shall not pay dividends or
bonuses when there is no profit; however,
where the legal capital reserve reaches over
50% of the paid-in capital, this Corporation
may distribute the amount in excess as
dividends and bonuses. Profits may be
distributed in total after taking into
consideration financial, business and
operational factors. Profits of this
Corporation may be distributed by way of
cash dividend and/or stock dividend. Since
this Corporation is in a capital-intensive
industry at the steady growth stage of its
business, distribution of profits shall be
made |
||||||||
In case there is no profit for distribution in a certain year, or the profit of a certain year is far less than the profit actually distributed by this Corporation in the previous year, or considering the financial, business or operational factors of this Corporation, this Corporation may allocate a portion or all of its reserves for distribution in | preferably by way of cash dividend.
Distribution of profits may also be made by way of stock dividend, provided however, the
ratio for stock dividend shall not exceed
50% of total distribution. |
|||||||
accordance with relevant laws or regulations or the orders of the authorities in charge. | 2. In case there is no profit for distribution in a certain year, or the profit of a certain year is far less than the profit actually distributed by this Corporation in the previous year, or considering the financial, business or operational factors of this Corporation, this Corporation may allocate a portion or all of its reserves for distribution in accordance with relevant laws or regulations or the orders of the authorities in charge. | |||||||
Before Revision | After Revision | |||||||
Article 38
|
These Articles of Incorporation are agreed to and signed on December 10, 1986 by all the promoters of the Corporation, and the first Amendment was approved by the shareholders meeting on April 28, 1987, the second Amendment on November 27, 1989, the third Amendment on May 28, 1991, the fourth Amendment on May 18, 1993, the fifth Amendment on January 28, 1994, the sixth Amendment on May 12, 1995, the seventh Amendment on April 8, 1996, and the eighth Amendment on May 13, 1997, the ninth Amendment on May 12, 1998, and the tenth Amendment on May 11, 1999, and the eleventh Amendment on April 14, 2000, the twelfth Amendment on September 5, 2000, the thirteenth Amendment on May 15, 2001, the fourteenth Amendment on May 7, 2002, the fifteenth Amendment on June 3, 2003, and the sixteenth Amendment on December 21, 2004. | These Articles of Incorporation are agreed to and signed on December 10, 1986 by all the promoters of the Corporation, and the first Amendment was approved by the shareholders meeting on April 28, 1987, the second Amendment on November 27, 1989, the third Amendment on May 28, 1991, the fourth Amendment on May 18, 1993, the fifth Amendment on January 28, 1994, the sixth Amendment on May 12, 1995, the seventh Amendment on April 8, 1996, and the eighth Amendment on May 13, 1997, the ninth Amendment on May 12, 1998, and the tenth Amendment on May 11, 1999, and the eleventh Amendment on April 14, 2000, the twelfth Amendment on September 5, 2000, the thirteenth Amendment on May 15, 2001, the fourteenth Amendment on May 7, 2002, the fifteenth Amendment on June 3, 2003, the sixteenth Amendment on December 21, 2004, and the seventeenth Amendment on May 10, 2005. | ||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Taiwan Semiconductor Manufacturing Company Ltd. |
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Date: May 25, 2005 | By | /s/ Lora Ho | ||
Lora Ho | ||||
Vice President & Chief Financial Officer | ||||