台积电2016年度报告

20-F 1 d366455d20f.htm FORM 20-F Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14700 (Exact Name of Registrant as Specified in Its Charter) Taiwan Semiconductor Manufacturing Company Limited Republic of China(Translation of Registrant’s Name Into English) (Jurisdiction of Incorporation or Organization) No. 8, Li-Hsin Road 6 Hsinchu Science Park Hsinchu, Taiwan Republic of China (Address of Principal Executive Offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchangeon Which RegisteredCommon Shares, par value NT$10.00 each* The New York Stock Exchange, Inc.Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2016, 25,930,380,458 Common Shares, par value NT$10 each were outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issuedby the International Accounting Standards Board ☒ Other ☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ *Not for trading, but only in connection with the listing on the New York Stock Exchange, Inc. of American Depositary Shares representing such Common Shares Table of ContentsTABLE OF CONTENTS Taiwan Semiconductor Manufacturing Company Limited Page CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 12 ITEM 4A. UNRESOLVED STAFF COMMENTS 20 ITEM 5. OPERATING AND FINANCIAL REVIEWS AND PROSPECTS 20 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 32 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 40 ITEM 8. FINANCIAL INFORMATION 42 ITEM 9. THE OFFER AND LISTING 44 ITEM 10. ADDITIONAL INFORMATION 45 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 58 ITEM 12D. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 60 PART II 62 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 62 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 62 ITEM 15. CONTROLS AND PROCEDURES 62 ITEM 16A. AUDIT COMMITTEE FINANCIAL