Asus 2015 Annual Report Download - page 207

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dollars) per share. All proceeds from shares issued have been collected.
The number of the Company’s ordinary shares outstanding at the beginning and ending for the
years ended December 31, 2015 and 2014 are both 742,760,280 shares.
B. As of December 31, 2015, the Company issued Global Depositary Receipts (GDRs), of which
5,694,000 units of the GDRs are now listed on the Luxembourg Stock Exchange. Per unit of
GDR represents 5 shares of the Company’s common stock and total GDRs represent
28,468,000 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.
(19) Capital surplus
Pursuant to the R.O.C. Company Law, capital surplus arising from paid-in capital in excess of par
value on issuance of common stocks and donations can be used to cover accumulated deficit or to
issue new stocks or cash to shareholders in proportion to their share ownership, provided that the
Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires
that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the
paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless
the legal reserve is insufficient.
(20) Retained earnings
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first
be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining
amount shall be set aside as legal reserve. When such legal reserve amounts to the total
authorized capital, the Company shall not be subject to this requirement. The Company may
then appropriate or reverse a certain amount as special reserve according to the demand for the
business or relevant regulations. After the distribution of earnings, the remaining earnings and
2015/12/31 2014/12/31
Share premium 4,227,966$ 4,227,966$
Difference between proceeds from acquisition 487,894 226,524
or disposal of subsidiary and book value
Changes in associates and joint ventures 3,793 1,733)(
accounted for under equity method
Total 4,719,653$ 4,452,757$