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Policy for TSMC Conversion
Sale Program-
Sales of Shares in ADS Form by Eligible Common Share Holders |
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| The purpose of the Conversion Sale Program
(the "Program") is to facilitate the potential sales
of shares in American Depositary Share ("ADS") form
by interested TSMC Common Shareholders in a gradual and coordinated
fashion. The Program permits conversion of common shares to
ADSs for the purpose of sale only and shareholders will not
be allowed to convert common shares to ADSs for the purpose
of holding the ADSs. Each sale under the Program is subject
to the approval by the TSMC Board of Directors. In addition,
certain ROC and U.S. regulatory and stock exchange approvals
will be required for each sale under the Program. The Program
will be reviewed and may be revised from time to time if changes
are deemed necessary or beneficial by the TSMC Board of Directors.
In addition, this policy may be revised and the Program may
be suspended or terminated at any time solely at the discretion
of TSMC. |
| Eligibility of Selling Shareholders |
| Shareholders will be eligible to sell shares
in the Program if they satisfy the following eligibility requirements.
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Minimum number of shares
held |
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The minimum number of shares held by
any selling shareholder shall not be less than 1/50 of
1% of the total outstanding shares of TSMC as of the relevant
Announcement Date (as defined below). |
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Minimum holding period |
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The selling shareholder must have owned
the common shares to be sold for a minimum period of one
year prior to the relevant Announcement Date. |
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Status of shareholder |
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The selling shareholder must not be
an affiliate (as defined under U.S. securities laws) of
TSMC. |
| Terms of Sales |
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Manner of sale |
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All sales will be made in a manner
not requiring registration under the U.S. Securities
Act of 1933 (the "Securities Act").
Affiliate sales are excluded from the Program, and
TSMC will deal with affiliate sales separately.
The timing and aggregate number of shares to be
sold in each affiliate sale will be determined by
TSMC and the relevant affiliate on a case-by-case
basis and will be subject to market conditions and
other considerations, including consideration of
the timing of such sales with regard to sales under
this Conversion Sale Program.
TSMC reserves the right to suspend the Program in
the event the Company is considering raising funds
in the international markets or in the event of
an affiliate sale. |
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Frequency of sale |
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TSMC does not expect to facilitate
such sales more frequently than once during the
period between each regularly scheduled meeting
of the Company's Board of Directors (a "Sale
Period"). |
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Number of shares
to be sold during each Sale Period |
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Eligible shareholders interested
in participating in the Program are required to
commit to sell a minimum of 1/50 of 1% of TSMC outstanding
shares.
TSMC plans to facilitate the sale of shares in the
form of ADSs in an aggregate amount of not more
than 1/2 of 1% of the total outstanding shares during
any Sale Period. All ADSs to be sold shall be allocated
pro rata to all eligible selling shareholders based
on their respective indicated number of shares for
prospective sale. |
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Sale price and
number of shares sold during each Sale Period (each,
a "Sale") |
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All Sales must be made through
the designated trade facilitator under the Program
(which will be an internationally recognized investment
bank). Before interested shareholders are required
to make a commitment to sell in a particular Sale,
a minimum price (the "Minimum Price")
will be specified, below which the trade facilitator
agrees not to sell the shares in that Sale. None
of the shareholders has any obligation to sell any
shares until and unless he/she has executed a Sale
Agreement with the trade facilitator after the confirmation
of the Minimum Price. The actual number of shares
to be disposed of by the selling shareholders in
each Sale, and the price at which each such Sale
will be made, will be subject to market conditions. |
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| Application and Other
Procedural Requirements |
| For each Sale, the Company will announce
the deadline for application prior to the Company's Board
of Directors meeting ("Announcement Date").
An eligible selling shareholder interested in participating
in the Sale will be required to submit on or prior to
the relevant application deadline an application for sale
under this Program together with all necessary documentation
certifying his/her eligibility (as more fully described
in the application form which will be made available on
the Announcement Date). The designated administrative
agent for the Program shall verify shareholder eligibility
after all of the applications have been received and will
notify participating shareholders of their respective
pro rata allocation of ADSs to be sold in the Sale based
on their respective indicated number of shares for sale. |
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| Designation of Agents
and Counsel |
| TSMC will designate a local ROC brokerage
firm to act as administrative agent to handle the administrative
aspects of the Program, a U.S. law firm and a ROC law
firm to advise TSMC on legal aspects of the Program and
an internationally recognized investment bank to act as
the trade facilitator to execute the Sales on behalf of
the selling shareholders. |
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| Fees, Expenses, Taxes
& Commissions |
| All fees and expenses incurred by the
Company, its agents and advisors for the Program and the
internationally recognized investment bank acting as trade
facilitator in connection with the Program shall be borne
on a pro rata basis by the eligible selling shareholders
who have submitted a written application to participate
in the Program, whether or not required regulatory approvals
are obtained and whether or not any such eligible selling
shareholder actually makes any sales under the Program.
In addition, each selling shareholder shall be responsible
for all taxes and commissions associated with the Sale
of his/her shares under the Program. |
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| Discretion |
| Notwithstanding the foregoing, the
Company reserves the right not to assist any selling shareholder
with any prospective Sale or to withdraw its assistance
at any time during the process if such Sale is deemed
to adversely affect the Company's interests. |
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| Disclaimer |
TSMC
does not recommend or promote the sale of TSMC shares
in ADS form by the selling shareholders. Any Sale under
the Program is subject to TSMC and the selling shareholders
obtaining all ROC and U.S. regulatory and stock exchange
approvals, including, but not limited to, the approvals
of the ROC Securities & Futures Commission, the Central
Bank of China and the New York Stock Exchange.
Policy for TSMC Conversion Sale Program FAQs |
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