AU OPTRONICS CORP | CIK:0001172494 |

 

 

AUO’s authorized common stock, with par value of $10 per share, both amounted to $100,000,000 thousand as at December 31, 2017 and 2016.

 

AUO’s issued and outstanding common stock, with par value of $10 per share, both amounted to $96,242,451 thousand as at December 31, 2017 and 2016.

 

AUO’s ADSs were listed on the New York Stock Exchange. Each ADS represents 10 shares of common stock. As of December 31, 2017, AUO had issued 38,886 thousand ADSs, which represented 388,863 thousand shares of its common stock.

 

 

Balance of capital surplus as of December 31, 2017 and 2016 were as follows:

 

		December 31,
		2017			2016
		(in thousands)
From common stock		$	52,756,091			52,756,091
From convertible bonds			6,049,862			6,049,862
From others			1,732,552			1,171,790
		$	60,538,505			59,977,743

 

According to the ROC Company Act, capital surplus, including premium from stock issuing and donations received, shall be applied to offset accumulated deficits before it can be used to issue common stock as stock dividends or distribute cash as cash dividends according to the proportion of shareholdings. Pursuant to the ROC Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the total sum of capital surplus capitalized per annum shall not exceed 10 percent of the paid-in capital.

 

 

 

 

In accordance with AUO’s amended Articles of Incorporation approved in the annual shareholders’ meeting held on June 15, 2017, where 10 percent of the annual earnings, after payment of income taxes due and offsetting accumulated deficits, if any, shall be set aside as a legal reserve until the accumulated legal reserve equals AUO’s paid-in capital. In addition, a special reserve in accordance with applicable laws and regulations shall also be set aside. The remaining current-year earnings together with accumulated undistributed earnings from preceding years can be distributed after the earnings distribution plan proposed by the board of directors is approved by resolution of the shareholders’ meeting.

 

AUO’s dividend policy is to pay dividends from surplus considering factors such as AUO’s current and future investment environment, cash requirements, domestic and overseas competitive conditions and capital budget requirements, while taking into account shareholders’ interest, maintenance of balanced dividend and AUO’s long-term financial plan. If the current-year retained earnings available for distribution reaches 2% of the paid-in capital of AUO, dividend to be distributed shall be no less than 20% of the current-year retained earnings available for distribution. If the current-year retained earnings available for distribution does not reach 2% of the paid-in capital of AUO, AUO may decide not to distribute dividend. The cash portion of the dividend, which may be in the form of cash and stock, shall not be less than 10% of the total dividend distributed during the year. The dividend distribution ratio aforementioned could be adjusted subject to shareholders’ approval in annual shareholders’ meeting after taking into consideration factors such as finance, business and operations, etc.

 

AUO’s appropriations of earnings for 2015 had been approved in the shareholders’ meeting held on June 16, 2016. The appropriations and dividends per share were as follows:

 

		For fiscal year 2015
		Appropriation of earnings			Dividends per share
		(in thousands, except for per share data)
Legal reserve		$	493,196
Cash dividends to shareholders			3,368,486		$	0.35
		$	3,861,682

 

The aforementioned appropriations of earnings for 2015 was consistent with the resolutions of the board of directors’ meeting held on March 10, 2016.

 

AUO’s appropriations of earnings for 2016 had been approved in the shareholders’ meeting held on June 15, 2017. The appropriations and dividends per share were as follows:

 

		For fiscal year 2016
		Appropriation of earnings			Dividends per share
		(in thousands, except for per share data)
Legal reserve		$	781,894
Cash dividends to shareholders			5,389,577		$	0.56
		$	6,171,471

 

The aforementioned appropriations of earnings for 2016 was consistent with the resolutions of the board of directors’ meeting held on March 22, 2017.

 

AUO’s appropriations of earnings for 2017 have been approved in the meeting of the board of directors held on March 23, 2018. The appropriations and dividends per share were as follows:

 

		For fiscal year 2017
		Appropriation of earnings			Dividends per share
		(in thousands, except for per share data)
Legal reserve		$	3,235,942
Cash dividends to shareholders			14,436,368		$	1.50
		$	17,672,310

 

The appropriations of earnings for 2017 are to be presented for approval in AUO’s 2018 annual shareholders’ meeting.

 

Information on the approval of board of directors and shareholders for AUO’s appropriations of earnings are available at the Market Observation Post System website.

 

 

		Cumulative translation differences			Unrealized gains (losses) on available-for-sale financial assets			Unrealized gains (losses) on cash flow hedges			Total
		(in thousands)
Balance at January 1, 2017		$	531,006			224,299			21,992			777,297
Foreign operations – foreign currency translation differences			(1,882,545)			-			-			(1,882,545)
Effective portion of changes in fair value of cash flow hedges			-			-			(21,992)			(21,992)
Net change in fair value of available-for-sale financial assets			-			1,146,422			-			1,146,422
Equity-accounted investees – share of other comprehensive income			(68,637)			6,310			-			(62,327)
Related tax			299,207			-			-			299,207
Balance at December 31, 2017		$	(1,120,969)			1,377,031			-			256,062
Balance at January 1, 2016		$	6,540,196			(539,653)			14,793			6,015,336
Foreign operations – foreign currency translation differences			(5,510,836)			-			-			(5,510,836)
Effective portion of changes in fair value of cash flow hedges			-			-			7,199			7,199
Net change in fair value of available-for-sale financial assets			-			769,410			-			769,410
Equity-accounted investees – share of other comprehensive income			(342,162)			(2,582)			-			(344,744)
Realized gain on sales of securities reclassified to profit or loss			(265,849)			(2,876)			-			(268,725)
Related tax			109,657			-			-			109,657
Balance at December 31, 2016		$	531,006			224,299			21,992			777,297

(f)

Non-controlling interests, net of tax