Asus 2012 Annual Report Download - page 197

193
(17) Common stock
A. As of December 31, 2012, the Company’s authorized capital was $47,500,000, consisting of
4,750,000,000 shares of common stock (including 50,000,000 shares which were reserved
for employee stock options), and the outstanding capital was $7,527,603 with a par value of
$10 (in dollars) per share.
B. As of December 31, 2012, the Company issued Global Depositary Receipts (GDRs), of
which 6,280,000 units of the GDRs are now listed on the London Stock Exchange. Per unit
of GDR represents 5 shares of the Company’s common stock and total GDRs represent
31,398,000 shares of the Company’s common stock. The terms of GDR are as follows:
(A) Voting rights
GDR holders may, pursuant to the Depositary Agreement and the relevant laws and
regulations of the R.O.C., exercise the voting rights pertaining to the underlying common
shares represented by the GDRs.
(B) Dividends, stock warrants and other rights
GDR holders and common shareholders are all entitled to receive dividends. The
Depositary may issue new GDRs in proportion to GDRs holding ratios or raise the
number of shares of common stock represented by each unit of GDR or sell stock
dividends on behalf of GDR holders and distribute proceeds to them in proportion to their
GDRs holding ratios.
C. The Board of Directors authorized to transfer its GDRs from the London Stock Exchange to
the Bourse de Luxembourg on January 30, 2013, and the change will take effect in late March
2013.
(18) Additional paid-in capital
The Company Act requires that capital reserve arising from paid-in capital in excess of par value
on issuance of common stock and donations can be used to cover accumulated deficit, or to
increase capital or payment of cash in proportion to ownership percentage provided the Company
has no accumulated deficit. Besides, the Securities and Exchange Act requires that the capital
reserve can be capitalized once a year and the amount shall not exceed 10% of the paid-in capital.
Capital reserve should not be used to cover accumulated deficit unless the legal reserve is
insufficient.
(19) Retained earnings
A. According to the Company’s articles of incorporation, annual net income shall first be used to
pay all taxes and after covering prior years’ losses, if any, should be distributed as follows:
10% as legal reserve, an appropriate amount as special reserve according to relevant
regulation or as required by the government, 10% of capital stock as capital interest, no less
than 1% as employees’ bonuses, and no more than 1% as directors’ and supervisors’ bonuses.
When the employees’ bonuses are distributed in stock, the recipients may include the
employees of subsidiaries. After the distribution of earnings, the remaining earnings, if any,
may be appropriated according to a resolution adopted in the stockholders’ meeting.