Report of Foreign Issuer (6-k)
February 19 2019 - 7:55AM
Edgar (US Regulatory)
1934 Act Registration
No. 1-14700
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 February 2019
Taiwan
Semiconductor Manufacturing Company Ltd.
(Translation of Registrants Name Into English)
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
V
Form
40-F
(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
No
V
(If Yes is marked, indicated below the file number assigned to the
registrant in connection with Rule
12g3-2(b):
82: _______.)
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.
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Taiwan Semiconductor Manufacturing Company Ltd.
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Date: February 19, 2019
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By
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/s/ Lora Ho
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Lora Ho
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Senior Vice President & Chief Financial Officer
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TSMC Board of Directors Meeting Resolutions
Hsinchu, Taiwan, R.O.C. Feb. 19, 2019
TSMC (NYSE: TSM) today held a meeting of the Board of Directors, which passed the following
resolutions:
1.
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Approved the 2018 Business Report and Financial Statements. Consolidated revenue totaled
NT$1,031.47 billion and net income was NT$351.13 billion, with diluted earnings per share of NT$13.54.
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2.
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Proposed the distribution of a 2018 cash dividend of NT$8 per common share to be submitted for approval by the
2019 AGM. The Board of Directors also approved distribution of employees cash bonus and profit sharing bonus totaling approximately NT$47,140.08 million. This includes cash bonus of NT$23,570.04 million distributed following each
quarter of 2018 and profit sharing bonus of NT$23,570.04 million to be distributed in July 2019.
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The Board of
Directors also proposed amendments to the Articles of Incorporation to be submitted for approval by the 2019 AGM, including one which authorizes TSMCs Board of Directors to distribute cash dividends on a quarterly basis. Subject to the 2019
AGMs approval of the amendments, the Board of Directors plans to approve each quarters dividend in the following quarters Board Meeting, after which the dividend will be distributed within six months. Therefore, the Board of
Directors plans to approve a NT$2.0 per share cash dividend for first quarter 2019 in the second quarter, and the dividend will be paid in the fourth quarter of 2019. All shareholders of TSMC common shares will receive a NT$8 per share cash dividend
in July 2019, and a NT$2 cash dividend per share in the fourth quarter, for a total of NT$10 cash dividend per share.
In the future, TSMC
intends to continue its stable dividend policy and return about 70% of free cash flow to shareholders every year. As the Companys business continues to grow and generates greater amounts of free cash flow, it expects to maintain a sustainable
quarterly cash dividend, and to distribute the cash dividend each year at a level not lower than the year before.
3.
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Approved capital appropriations of approximately US$3,728.9 million for purposes including: 1)
Installation of advanced technology capacity; 2) Conversion of logic capacity to specialty technology capacity; 3) Second quarter 2019 R&D capital investments and sustaining capital expenditures.
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4.
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Approved capital appropriation of approximately US$4.91million to increase the budget for capitalized leased
assets in the first half of 2019.
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5.
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Approved the convening of the 2019 AGM for 9:00 a.m. on June 5, 2019 at TSMCs Headquarters (No. 8,
Li-Hsin Rd. 6, Hsinchu Science Park, Hsinchu, Taiwan), at which shareholders will hold a
by-election
for one independent director. The Board of Directors also approved the nomination of Moshe N. Gavrielov as a
candidate for independent director. Mr. Gavrielov has previously served as President and CEO of Xilinx Inc. as well as Director of Xilinx Inc., and is currently a member of the TSMC Compensation Committee.
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6.
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Approved the promotion of Operations Organizations Senior Fab Director of Fab 15B Mr. Y.H. Liaw as
Vice President.
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# # #
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TSMC Spokesperson
:
Ms. Lora Ho
Senior Vice President and CFO
Tel:
886-3-566-4602
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TSMC Acting Spokesperson
:
Dr. Elizabeth Sun
Senior Director
Corporate Communication Division
Tel: 886-3-568-085
Mobile:
886-988-937999
E-Mail:
elizabeth_sun@tsmc.com
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