Annual Report Publication Date, the Figure Above Is a Tentative Estimate
Total Page:16
File Type:pdf, Size:1020Kb
Inside Cover: Spokesman Acting Spokesperson D. L. Tseng K. S. Chiang Vice President, Finance Director, Finance Division Tel: 886-3-5770355 Tel: 886-3-5770355 E-mail: [email protected] E-mail: [email protected] Vanguard International Semiconductor Corporation 123, Park Ave-3rd, Science-Based Industrial Park, Hsin-Chu 300, Taiwan R.O.C. Website: http: //www.vis.com.tw Tel: 886-3-5770355 Fax: 886-3-5788572 Fab1 123, Park Ave-3rd, Science-Based Industrial Park, Hsin-Chu 300, Taiwan R.O.C. Tel: 886-3-5770355 Fab2 9, Li-Shin Rd., Science-Based Industrial Park, Hsin-Chu 300, Taiwan R.O.C. Tel: 886-3-5632111 Fab3 168, Chang-Rong RD.,14 Neighborhood, ChangXing Vil., Luzhu Dist.,Taoyuan City, Taiwan ,R.O.C.. Tel: 886-3-3116111 Common Stock Transfer Agent China Trust Commercial Bank Transfer Agency Department Address: 5F, 83, Sec. 1, Chung-Ching S. Rd. Taipei, Taiwan 100, R.O.C. Website: http://www.ctbcbank.com Tel: 886-2-6636-5566 Auditors Yu-Feng Huang / Cheng-Chih Lin Deloitte & Touche 12th Floor, 156 Min Sheng E. Road, Sec. 3, Taipei 105, Taiwan R.O.C. Website: http: //www.deloitte.com.tw Tel: 886-2-2545-9988 Name of any exchanges where the company's securities are traded offshore, and method by which to access information on said offshore securities: Not applicable Contents I. A Letter to Shareholders ···················································································· 1 II. A Brief Introduction of VIS ··············································································· 6 Company Profile ··············································································································································· 6 III. Corporate Governance Report ········································································· 8 A. Company Organization ································································································································· 8 B. Information on the company’s directors, supervisors, general manager, assistant general managers, deputy assistant general managers, and the chiefs of all the company’s divisions and branches ·················· 10 C. Remuneration to Directors, Supervisors & Managers ················································································· 16 D. Implementation of Corporate Governance ·································································································· 21 E. Information Regarding VIS’s Independent Auditors ··················································································· 56 F. Information on Replacement of Certified Public Accountant ······································································ 57 G. Company Chairman, President, Financial or Accounting Head has Worked for Certifying Accounting Firm or Its Affiliate Business in the Past Year ···························································································· 57 H. Information on Net Change in Shareholding and Net Change in Shares Pledged by Directors, Supervisors, Management and Shareholders of 10% Shareholdings or More ·············································· 58 I. Top 10 shareholders relation ······················································································································· 59 J. VIS Long-Term Investment Ownership ······································································································ 60 IV. Information On Implementation Of The Company Funds Utilization Plans ···················································································································· 61 A. Capital and shares ······································································································································· 61 B. Issuance of Corporate Bond ························································································································ 65 C. Issuance of Preferred Stock ························································································································ 65 D. Issuance of Depositary Shares ···················································································································· 65 E. Issuance of Employee Stock Option ··········································································································· 65 F. Status of Mergers and Acquisitions ············································································································ 65 G. Fund Plan Implementation ·························································································································· 65 V. Operational Highlights ····················································································· 66 A. A description of the business ······················································································································ 66 B. Industry survey and market analysis ··········································································································· 79 C. Personnel Structure ····································································································································· 84 D. Environmental Protection Measure ············································································································· 84 E Employee / employer relations ··················································································································· 88 F. Major Contracts ·········································································································································· 97 VI. Financial Statements ························································································ 98 A. Brief Balance Sheets and Brief Statements of Income ················································································ 98 B. Financial Analysis ···································································································································· 100 C. Audit Committee’s Review Report ··········································································································· 102 D. Financial Statements and Independent Auditors’ Report ··········································································· 103 E. Consolidated Financial Statements and Independent Auditors’ Report ····················································· 103 F. The financial impact to the Company due to company or affiliate companies financial difficulties ··········· 103 VII. Financial Position, Operating Results And Risk Management ················ 104 A. Analysis of Consolidated Financial Position ····························································································· 104 B. Analysis of Consolidated Financial Performance ······················································································ 104 C. Analysis of Consolidated Cash Flow ········································································································ 105 D. Major Capital Expenditure ························································································································ 105 E. Long Term Investment ····························································································································· 106 F. Risk Management ····································································································································· 106 G. Other important matters ···························································································································· 111 VIII. Special Notes ···································································································· 112 A. Affiliated Information ······························································································································· 112 B. Private placements Securities ··················································································································· 114 C. VIS Common Shares acquired, disposed of and held by subsidiaries ························································ 114 D. Other Necessary Supplement ···················································································································· 114 E. Any Events in Y2017 that had Significant Impacts on Shareholders’ Right or Security Prices as started in Item 3 paragraph 2 of Article 36 of Securities and Exchange Law of Taiwan ···························· 114 IX. Financial Statements, Consolidated Financial Statements and Independent Auditors’ Report ······································································ 115 Consolidated Financial Statements and Independent Auditors' Report ··························································· 116 Financial Statements and Independent Auditors' Report ················································································ 185 I. A Letter to Shareholders Dear Shareholders, In 2017, global GDP growth was approximately 3.6%, up from 3.2% in 2016, revealing a steadily growing global economy which is driving stable growth in the semiconductor industry. In particular, the output value of the foundry industry grew by 7%, and the 8-inch wafer fabrication market, which comprises an important sector