Company Quick10K Filing
Chunghwa Telecom
20-F 2020-12-31 Filed 2021-04-19
20-F 2019-12-31 Filed 2020-04-17
20-F 2018-12-31 Filed 2019-04-29
20-F 2017-12-31 Filed 2018-04-27
20-F 2016-12-31 Filed 2017-04-25
20-F 2015-12-31 Filed 2016-04-27
20-F 2014-12-31 Filed 2015-04-28
20-F 2013-12-31 Filed 2014-04-28
20-F 2012-12-31 Filed 2013-04-22
20-F 2011-12-31 Filed 2012-04-20
20-F 2010-12-31 Filed 2011-04-20
20-F 2009-12-31 Filed 2010-04-20

CHT 20F Annual Report

Part I
Item 1. Identity of Directors, Senior Management and Advisers
Item 2. Offer Statistics and Expected Timetable
Item 3. Key Information
Item 4. Information on The Company
Item 4A. Unresolved Staff Comments
Item 5. Operating and Financial Review and Prospects
Item 6. Directors, Senior Management and Employees
Item 7. Major Stockholders and Related Party Transactions
Item 8. Financial Information
Item 9. The Offer and Listing
Item 10. Additional Information
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Note 38 To Our Consolidated Financial Statements Included Elsewhere in This Annual Report Provides A Sensitivity Analysis for Foreign Currency Risk.
Item 12. Description of Securities Other Than Equity Securities
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Item 14. Material Modifications To The Rights of Security Holders and Use of Proceeds
Item 15. Controls and Procedures
Item 16A. Audit Committee Financial Expert
Item 16B. Code of Ethics
Item 16C. Principal Accountant Fees and Services
Item 16D. Exemptions From The Listing Standards for Audit Committees
Item 16E. Purchases of Equity Securities By The Issuer and Affiliated Purchasers
Item 16F. Change in Registrant's Certifying Accountant
Item 16G. Corporate Governance
Item 16H. Mine Safety Disclosure
Part III
Item 17. Financial Statements
Item 18. Financial Statements
Item 19. Exhibits
Note 4: The Amendments Will Be Applied Prospectively for Annual Reporting Periods Beginning on or After January 1, 2023.
Note 7: The Amendments Are Applicable To Contracts for Which The Entity Has Not Yet Fulfilled All Its Obligations on January 1, 2022.
EX-1 cht-ex11_12.htm
EX-8 cht-ex81_13.htm
EX-11 cht-ex112_9.htm
EX-12 cht-ex121_10.htm
EX-12 cht-ex122_7.htm
EX-13 cht-ex131_6.htm
EX-13 cht-ex132_14.htm

Chunghwa Telecom Earnings 2020-12-31

Balance SheetIncome StatementCash Flow

20-F 1 cht-20f_20201231.htm FORM 20-F cht-20f_20201231.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F

 

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report
For the transition period from                               to
Commission file number 001-31731

 

Chunghwa Telecom Co., Ltd.

(Exact name of Registrant as specified in its charter)
Chunghwa Telecom Co., Ltd.
(Translation of Registrant’s name into English)
Taiwan, Republic of China
(Jurisdiction of incorporation or organization)
21-3 Hsinyi Road, Section 1, Taipei, Taiwan, Republic of China
(Address of principal executive offices)
Fufu Shen
21-3 Hsinyi Road, Section 1, Taipei,
Taiwan, Republic of China
Tel: +886 2 2344-5488
E-mail: chtir@cht.com.tw
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Shares, par value NT$10 per share

 

N/A

 

New York Stock Exchange*

American Depositary Shares, as evidenced by American

 

CHT

 

New York Stock Exchange

Depositary Receipts, each representing 10 Common Shares

 

 

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:  
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

7,757,446,545 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Emerging growth company

 Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP

International Financial Reporting Standards as issued by the International Accounting Standards Board

Other

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.) 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17   Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

 

*

Not for trading, but only in connection with the listing on the New York Stock Exchange of the American Depositary Shares

 


 

 

 


 

 

CHUNGHWA TELECOM CO., LTD.

FORM 20-F ANNUAL REPORT

FISCAL YEAR ENDED DECEMBER 31, 2020

TABLE OF CONTENTS

 

 

 

Page

 

 

 

SUPPLEMENTAL INFORMATION

 

1

FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT MAY NOT BE REALIZED

 

2

 

 

 

 

 

Part I

 

 

 

3

ITEM 1.

 

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

3

ITEM 2.

 

OFFER STATISTICS AND EXPECTED TIMETABLE

 

3

ITEM 3.

 

KEY INFORMATION

 

3

ITEM 4.

 

INFORMATION ON THE COMPANY

 

18

ITEM 4A.

 

UNRESOLVED STAFF COMMENTS

 

48

ITEM 5.

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

48

ITEM 6.

 

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

74

ITEM 7.

 

MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

 

83

ITEM 8.

 

FINANCIAL INFORMATION

 

84

ITEM 9.

 

THE OFFER AND LISTING

 

85

ITEM 10.

 

ADDITIONAL INFORMATION

 

86

ITEM 11.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

100

ITEM 12.

 

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

101

 

 

 

 

 

Part II

 

 

 

104

ITEM 13.

 

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

104

ITEM 14.

 

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

104

ITEM 15.

 

CONTROLS AND PROCEDURES

 

104

ITEM 16A.

 

AUDIT COMMITTEE FINANCIAL EXPERT

 

106

ITEM 16B.

 

CODE OF ETHICS

 

106

ITEM 16C.

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

106

ITEM 16D.

 

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

107

ITEM 16E.

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

107

ITEM 16F.

 

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

107

ITEM 16G.

 

CORPORATE GOVERNANCE

 

107

ITEM 16H.

 

MINE SAFETY DISCLOSURE

 

109

 

 

 

 

 

Part III

 

 

 

110

ITEM 17.

 

FINANCIAL STATEMENTS

 

110

ITEM 18.

 

FINANCIAL STATEMENTS

 

110

ITEM 19.

 

EXHIBITS

 

112

 

 

 

i


 

 

SUPPLEMENTAL INFORMATION

All references to “we,” “us,” “our,” “Chunghwa Telecom” and “our company” in this annual report are to Chunghwa Telecom Co., Ltd. and our consolidated subsidiaries, unless the context otherwise requires. All references to “shares” and “common shares” are to our common shares, par value NT$10 per share, and to “ADSs” are to our American depositary shares, each of which represents ten of our common shares. The ADSs are issued under the deposit agreement, as amended, supplemented or modified from time to time, originally dated as of July 17, 2003, among Chunghwa Telecom Co., Ltd. and the Bank of New York, and amended and restated on November 14, 2007, among Chunghwa Telecom Co., Ltd. and JP Morgan Chase Bank, as depository, and the holders and beneficial owners of American Depositary Receipts issued thereunder. All references to “Taiwan” are to the island of Taiwan and other areas under the effective control of the Republic of China. All references to “the government” or “the ROC government” are to the government of the Republic of China. All references to “the Ministry of Transportation and Communications” or “the MOTC” are to the Ministry of Transportation and Communications of the Republic of China. All references to “the National Communications Commission” or “the NCC” are to the National Communications Commission of the Republic of China. All references to the “Securities and Futures Bureau” are to the Securities and Futures Bureau of the Republic of China or its predecessors, as applicable. “ROC GAAP” means the generally accepted accounting principles of the Republic of China, “U.S. GAAP” means the generally accepted accounting principles of the United States, “IFRSs” means International Financial Reporting Standards as issued by the International Accounting Standards Board, and “Taiwan IFRSs” means the International Financial Reporting Standards as issued by the International Accounting Standards Board and endorsed by the Financial Supervisory Commission, or the FSC, which are required to be adopted by applicable companies in the ROC pursuant to the “Framework for Adoption of International Financial Reporting Standards by Companies in the ROC” promulgated by the FSC on May 14, 2009. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Unless otherwise indicated, or the context otherwise requires, references in this annual report to financial and operational data for a particular year refer to the fiscal year of our company ending December 31 of that year.

When we refer to our “privatization” or our being “privatized” in this annual report, we mean our status as a non-state-owned entity after the government reduced its ownership of our outstanding common shares, including our common shares owned by entities majority-owned by the government, to less than 50%. We were privatized on August 12, 2005.

We publish our consolidated financial statements in New Taiwan dollars, the lawful currency of the Republic of China. In this annual report, “NT$” and “NT dollars” mean New Taiwan dollars, “$,” “US$” and “U.S. dollars” mean United States dollars.

1


 

FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT MAY NOT BE REALIZED

This annual report contains forward-looking statements, including statements regarding:

 

our business and operating strategies;

 

our network expansion plans;

 

our business, operations and prospects;

 

our financial condition and results of operations;

 

our dividend policy;

 

the telecommunications industry regulatory environment in Taiwan; and

 

future developments in the telecommunications industry in Taiwan.

These forward-looking statements are generally indicated by the use of forward-looking terminology such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “aim,” “seek,” “project,” “may,” “will” or other similar words that express an indication of actions or results of actions that may or are expected to occur in the future. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions, many of which are beyond our control. The forward-looking statements are contained principally in the sections entitled “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.” These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. You should not place undue reliance on these statements, which apply only as of the date of this annual report. These forward-looking statements are based on our own information and on information from other sources we believe to be reliable. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause differences include, but are not limited to, those discussed under “Item 3. Key Information—D. Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this annual report might not occur and our actual results could differ materially from those anticipated in these forward-looking statements. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report completely and with the understanding that our actual future results may be materially different from what we expect.

 

2


 

 

PART I

 

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

 

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

 

ITEM 3.

KEY INFORMATION

A. Selected Financial Data

The selected consolidated statements of comprehensive income data and consolidated cash flows data for the years ended December 31, 2018, 2019 and 2020, and the selected consolidated balance sheets data as of December 31, 2019 and 2020 set forth below are derived from our audited consolidated financial statements included elsewhere in this annual report and should be read in conjunction with, and are qualified in their entirety by reference to, our consolidated financial statements and the related notes. The selected consolidated statements of comprehensive income data and consolidated cash flows data for the years ended December 31, 2016 and 2017, and the selected consolidated balance sheet data as of December 31, 2016, 2017 and 2018 set forth below are derived from our audited consolidated financial statements, which are not included this annual report. The consolidated financial statements have been prepared and presented in accordance with IFRSs.

 

 

 

Year Ended December 31

 

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

US$

 

 

 

 

 

 

 

(in billions, except for

per share and per ADS data)

 

 

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive

   Income Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

230.0

 

 

 

227.5

 

 

 

215.5

 

 

 

207.5

 

 

 

207.6

 

 

 

7.4

 

Operating costs

 

 

(147.6

)

 

 

(146.8

)

 

 

(139.6

)

 

 

(135.9

)

 

 

(137.0

)

 

 

(4.9

)

Gross profit

 

 

82.4

 

 

 

80.7

 

 

 

75.9

 

 

 

71.6

 

 

 

70.6

 

 

 

2.5

 

Operating expenses

 

 

(33.8

)

 

 

(33.9

)

 

 

(32.4

)

 

 

(30.8

)

 

 

(29.8

)

 

 

(1.0

)

Other income and expenses

 

 

(0.5

)

 

 

(0.1

)

 

 

0.1

 

 

 

(0.1

)

 

 

1.6

 

 

 

 

Income from operations

 

 

48.1

 

 

 

46.7

 

 

 

43.6

 

 

 

40.7

 

 

 

42.4

 

 

 

1.5

 

Non-operating income and expenses(1)

 

 

1.3

 

 

 

1.3

 

 

 

1.4

 

 

 

1.2

 

 

 

0.4

 

 

 

 

Income before income tax

 

 

49.4

 

 

 

48.0

 

 

 

45.0

 

 

 

41.9

 

 

 

42.8

 

 

 

1.5

 

Income tax expense

 

 

(7.8

)

 

 

(7.8

)

 

 

(6.4

)

 

 

(8.0

)

 

 

(8.1

)

 

 

(0.3

)

Consolidated net income

 

 

41.6

 

 

 

40.2

 

 

 

38.6

 

 

 

33.9

 

 

 

34.7

 

 

 

1.2

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders of the parent

 

 

40.5

 

 

 

39.0

 

 

 

37.6

 

 

 

32.9

 

 

 

33.4

 

 

 

1.2

 

Noncontrolling interests

 

 

1.1

 

 

 

1.2

 

 

 

1.0

 

 

 

1.0

 

 

 

1.3

 

 

 

 

 

 

 

41.6

 

 

 

40.2

 

 

 

38.6

 

 

 

33.9

 

 

 

34.7

 

 

 

1.2

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

5.22

 

 

 

5.03

 

 

 

4.84

 

 

 

4.25

 

 

 

4.31

 

 

 

0.15

 

Diluted

 

 

5.21

 

 

 

5.02

 

 

 

4.83

 

 

 

4.24

 

 

 

4.30

 

 

 

0.15

 

Earnings per ADS equivalent:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

52.19

 

 

 

50.26

 

 

 

48.41

 

 

 

42.47

 

 

 

43.08

 

 

 

1.53

 

Diluted

 

 

52.11

 

 

 

50.19

 

 

 

48.35

 

 

 

42.42

 

 

 

43.03

 

 

 

1.53

 

3


 

 

 

 

 

As of December 31

 

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

US$

 

 

 

 

 

 

 

 

 

 

 

(in billions)

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

 

17.5

 

 

 

15.4

 

 

 

28.5

 

 

 

27.9

 

 

 

8.6

 

 

 

0.3

 

Long-term investments(2)

 

 

7.2

 

 

 

8.1

 

 

 

10.2

 

 

 

15.1

 

 

 

14.6

 

 

 

0.5

 

Property, plant and equipment

 

 

291.2

 

 

 

288.7

 

 

 

288.9

 

 

 

283.7

 

 

 

281.4

 

 

 

10.0

 

Investment properties

 

 

8.1

 

 

 

8.0

 

 

 

8.3

 

 

 

8.2

 

 

 

9.6

 

 

 

0.4

 

Intangible assets

 

 

47.4

 

 

 

54.9

 

 

 

50.9

 

 

 

47.0

 

 

 

90.3

 

 

 

3.2

 

Net defined benefit assets

 

 

0.9

 

 

 

 

 

 

1.2

 

 

 

2.1

 

 

 

3.4

 

 

 

0.1

 

Total assets

 

 

446.9

 

 

 

450.9

 

 

 

467.1

 

 

 

477.1

 

 

 

506.2

 

 

 

18.0

 

Short-term loans

 

 

0.1

 

 

 

0.1

 

 

 

0.1

 

 

 

0.1

 

 

 

0.1

 

 

 

 

Current portion of long-term loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.6

 

 

 

0.1

 

Long-term loans(3)

 

 

1.6

 

 

 

1.6

 

 

 

1.6

 

 

 

1.6

 

 

 

 

 

 

 

Bonds payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20.0

 

 

 

0.7

 

Customers’ deposits

 

 

4.6

 

 

 

4.7

 

 

 

4.7

 

 

 

4.8

 

 

 

4.8

 

 

 

0.2

 

Net defined benefit liabilities

 

 

1.5

 

 

 

2.7

 

 

 

3.5

 

 

 

3.5

 

 

 

3.4

 

 

 

0.1

 

Deferred revenue

 

 

3.5

 

 

 

3.6

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

79.9

 

 

 

81.5

 

 

 

82.5

 

 

 

92.8

 

 

 

118.9

 

 

 

4.2

 

Net assets

 

 

367.0

 

 

 

369.4

 

 

 

384.5

 

 

 

384.3

 

 

 

387.3

 

 

 

13.8

 

Capital stock

 

 

77.6

 

 

 

77.6

 

 

 

77.6

 

 

 

77.6

 

 

 

77.6

 

 

 

2.8

 

Equity attributable to stockholders of the

   parent

 

 

360.7

 

 

 

360.9

 

 

 

374.7

 

 

 

374.2

 

 

 

376.1

 

 

 

13.4

 

Noncontrolling interests

 

 

6.3

 

 

 

8.5

 

 

 

9.9

 

 

 

10.1

 

 

 

11.2

 

 

 

0.4

 

 

 

 

Year Ended December 31

 

 

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2020

 

 

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

US$

 

 

 

 

 

 

 

 

(in billions, except for

percentages and per share)

 

 

 

 

 

 

 

 

 

 

Consolidated Cash Flows Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

65.0

 

 

 

70.9

 

 

 

66.4

 

 

 

72.4

 

 

 

74.5

 

 

 

2.6

 

 

Net cash used in investing activities

 

 

(21.7

)

 

 

(36.7

)

 

 

(32.6

)

 

 

(27.1

)

 

 

(68.3

)

 

 

(2.4

)

 

Net cash used in financing activities

 

 

(42.5

)

 

 

(36.6

)

 

 

(35.0

)

 

 

(38.9

)

 

 

(9.8

)

 

 

(0.3

)

 

Net increase (decrease) in cash and cash

   equivalents

 

 

0.8

 

 

 

(2.3

)

 

 

(1.2

)

 

 

6.4

 

 

 

(3.6

)

 

 

(0.1

)

 

Other Financial Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin(4)

 

 

36

%

 

 

35

%

 

 

35

%

 

 

34

%

 

 

34

%

 

 

34

%

 

Operating margin(5)

 

 

21

%

 

 

21

%

 

 

20

%

 

 

20

%

 

 

20

%

 

 

20

%

 

Net margin(6)

 

 

18

%

 

 

17

%

 

 

17

%

 

 

16

%

 

 

16

%

 

 

16

%

 

Capital expenditures

 

 

23.5

 

 

 

26.9

 

 

 

28.6

 

 

 

24.2

 

 

 

23.5

 

 

 

0.8

 

 

Depreciation and amortization

 

 

32.5

 

 

 

31.9

 

 

 

33.8

 

 

 

36.3

 

 

 

37.1

 

 

 

1.3

 

 

Cash dividends declared per share

 

 

4.9419

 

 

 

4.796

 

 

 

4.479

 

 

 

4.226

 

 

 

4.306

 

(7)

 

0.2

 

 

(1)

Includes interest income of NT$189 million, NT$205 million, NT$197 million, NT$251 million and NT$116 million (US$4.1 million) for the years ended December 31, 2016, 2017, 2018, 2019 and 2020, respectively, and interest expense of NT$20 million, NT$22 million, NT$18 million, NT$104 million and NT$206 million (US$7.3 million) for the years ended December 31, 2016, 2017, 2018, 2019 and 2020, respectively.

(2)

Data as of December 31, 2016, 2017 and 2018 included investments accounted for using equity method and noncurrent available-for-sale financial assets. Starting from 2018, upon initial application of IFRS 9 “Financial Instruments” (“IFRS 9”), the category includes investments accounted for using equity method, noncurrent financial assets at fair value through profit or loss and noncurrent financial assets at fair value through other comprehensive income.

(3)

Excludes current portion of long-term loans.

(4)

Represents gross profit divided by revenues.

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(5)

Represents income from operations divided by revenues.

(6)

Represents net income attributed to stockholders of the parent divided by revenues.

(7)

Dividends for 2020, which are calculated based on Taiwan IFRSs, were approved by the board of directors in February 2021 and are expected to be declared at our annual general stockholders’ meeting scheduled on May 28, 2021.

 

Currency Translations and Exchange Rates

For the convenience of readers, NT dollar amounts used in this annual report for, and as of, the year ended December 31, 2020 have been translated into U.S. dollar amounts using US$1.00=NT$28.08, set forth in the statistical release of the Federal Reserve Board on December 31, 2020. The U.S. dollar translation appears in parentheses next to the relevant NT dollar amount. We make no representation that any New Taiwan dollar amounts or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or NT dollars, as the case may be, at any particular rate or at all. On April 7, 2021, the exchange rate was NT$28.42 to US$1.00.

 

B. Capitalization and Indebtedness

Not applicable.

 

C. Reasons for the Offer and Use of Proceeds

Not applicable.

 

D. Risk Factors

Our business and operations are subject to various risks, many of which are beyond our control. If any of the risks described below actually occurs, our business, financial condition or results of operations could be seriously harmed.

Risks Relating to Our Company and the Taiwan Telecommunications Industry

Extensive regulation of our industry may limit our flexibility to respond to market conditions and competition, and our business and revenue may suffer.

As a telecommunications service provider in Taiwan, we are subject to extensive regulation. Any changes in the regulatory environment applicable to us may adversely affect our business, financial condition and results of operations. Recently, there have been some regulatory changes which may have an impact on us, including the promulgation of the ROC Telecommunications Management Act, or the TMA, and the issuance of the draft of the “Regulations Governing Internet Audiovisual Services” and the “List of the Prohibited Commercial Engagement Practices in Taiwan Area.” The TMA was passed by the Legislative Yuan on May 31, 2019 and promulgated by the President on June 26, 2019, with part of the provisions taking effect on July 1, 2020, and the remaining provisions regarding frequency allocation on November 1, 2020. According to the TMA, within three years of its effective date, the existing telecommunications enterprises shall register themselves with the NCC and become subject to the TMA. We have filed an application for the registration on July 31, 2020, and received the approval from the NCC on September 30, 2020. Since then, we have become subject to the TMA. See “Item 4. Information on the Company—B. Business Overview—Regulation” for more information on the regulatory environment applicable to us. Furthermore, pursuant to the TMA, as we have been designated by the NCC as a dominant Type I service provider of fixed communications under the Telecommunications Act before the TMA becomes effective, we shall continue to be subject to the NCC’s supervision under the Telecommunications Act and the relevant implementation measures until the NCC designates our significant position in the specific market and adopts special implementation measures based on the TMA.

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In particular, future decreases in tariff rates could immediately and substantially decrease our revenues. As a dominant Type I service provider under the Telecommunications Act, we are constrained in our ability to raise prices. For example, the NCC adopted several rounds of tariff reduction plans, resulting in a number of price reductions in the tariff structures relating to our domestic fixed communications services. On March 8, 2017, the NCC announced a plan for tariff reductions effective from April 1, 2017 to March 31, 2020, and on March 5, 2020, the NCC announced a new round for tariff reductions effective from April 1, 2020 to March 31, 2024. Both of these tariff reduction schemes apply to us, being one of the dominant Type 1 service providers in local network business and long distance network business. See “Item 4. Information on the Company—B. Business Overview—Regulation” and “Item 5. Operating and Financial Review and Prospects—Overview—Tariff adjustments.” We cannot assure you that we will not be required to further reduce our tariffs again in the future. Any mandatory tariff reductions could have a material adverse effect on our revenues.

In addition, the NCC amended Articles 14 and 17 of the Regulations Governing Network Interconnection among Telecommunications Enterprises on November 11, 2017, and announced the “Upper Limit on Access Charge for the Third Generation Mobile Telecommunications Operators and Mobile Broadband Operators.” Pursuant to the amendment and the announcement, starting from November 1, 2017, the tariff in the mobile interconnection fees will decrease over a period of four years, except the telecommunication fees (including interconnection fees) for incoming international long distance, or ILD, calls remain subject to mutual agreement between operators. On December 14, 2020, the NCC issued a notice for the promulgation of the “Upper Limit on Access Charge for Mobile Broadband Operators,” which applies to all mobile broadband operators and is effective from January 1, 2021 to June 30, 2023. During the aforementioned effective term, the upper limit of mobile interconnection fees will decrease year by year from NT$ 0.525 per minute in 2021 to NT$ 0.482 per minute in 2022, and then to NT$ 0.443 per minute in 2023 until June 30, 2023. The decrease of the upper limit on mobile access charge during 2021 to 2023 will reduce the revenue as well as the expenses of the Company, and may cause impact on the service price within the mobile market.

Furthermore, the NCC approved our new fixed communications network interconnection fees on September 26, 2018. The interconnection fees for local telephone and domestic long distance telephone remain the same, while the interconnection fees from the mobile network to local telephone decrease. The tariff is effective from January 1, 2019 to December 31, 2022. See “Item 5. Operating and Financial Review and Prospects—Overview—Tariff adjustments.” The regulatory framework within which we operate may limit our flexibility to respond to market conditions, competition or changes.

On July 22, 2020, the draft of the “Regulations Governing Internet Audiovisual Services” was published by the NCC. The main provisions of the draft regulations include: the scope of the applicable objects and required registration, disclosure of material information, prohibition against improper content, self-disciplinary requirements, and the counseling and incentivized measures. To prevent the Internet audiovisual service providers of Mainland China from providing services in Taiwan without obtaining approval pursuant to the “Act Governing Relations between the People of the Taiwan Area and the Mainland Area,” the draft provides that telecommunications enterprises or relevant Internet service providers may not provide any equipment or service to the aforementioned Internet audiovisual service providers or their agents, and that telecommunications enterprises or relevant Internet service providers shall take necessary actions in accordance with the notice of the competent authority. As a telecommunications enterprise, if the draft takes effect in its current form, we may need to take necessary actions in cooperation with the competent authority.

On September 3, 2020, the “List of the Prohibited Commercial Engagement Practices in Taiwan Area” was published by the Ministry of Economic Affairs, which prohibits any natural or legal persons, organizations or other institutions in the Taiwan area from acting as agents or dealers with respect to Internet audiovisual services (OTT-TV) for any natural or legal persons, organizations or other institutions in the Mainland area or providing them with any intermediary input services or relevant commercial services. As a Taiwan company, we are also subject to these restrictions.

If we fail to comply with the regulations of the ROC Fair Trade Act, we may be investigated and fined.

As a provider of telecommunication products and services, our business operations are subject to the regulations of the ROC Fair Trade Act, or the FTA, which is administered and enforced by the ROC Fair Trade Commission, or the FTC. The FTA requires, among other things, that the marketing and promotional materials of a business to be true and not misleading. The FTA also prohibits a business from participating or engaging in a cartel or other anti-competitive conduct. The FTC has the authority under the FTA to investigate and, where appropriate,

6


 

impose fines and penalties on a business that violates any regulations promulgated by the FTA. The consequences of any such violations could have a material adverse effect on our business and results of operations. See “Item 4. Information on the Company—B. Business Overview—Regulation” for a discussion of the FTA applicable to us. We have been investigated and penalized by the FTC in the past and may continue to be investigated or penalized by the FTC in the future if we fail to comply with the relevant regulations. As the FTA provides the FTC broad discretion to interpret anti-competition actions and enforce the relevant clauses under the FTA, we are unable to predict whether the FTC would initiate investigations on any of our daily business activities or find us liable for violating the FTA in the future. The investigations of and penalties imposed by the FTC could interrupt our provision of products or services and have a negative impact on our reputation, business operations and results of operations.

If we do not or are unable to obtain and maintain the licenses to operate our business, our business prospects and future results of operations would be adversely affected.

We operate our businesses with approvals and licenses granted by the government. If these approvals or licenses are revoked or suspended or are not renewed, or if we are unable to obtain any additional licenses that we may need to operate or expand our business in the manner we desire, then our financial condition and results of operations, as well as our prospects, will suffer. For example, in November 2017, we obtained 4G mobile broadband services spectrum in 1800MHz and 2100MHz frequency bands, which are valid until the end of 2030 and 2033, respectively. Furthermore, the NCC held the auction for the fifth generation license, or 5G, mobile networks in December 2019, and we obtained spectrum in 3.5GHz and 28GHz frequency bands in February 2020. If we are unable to successfully acquire and maintain the rights to use the licenses or frequency spectrums that we need for our future business operations, our business prospects and future results of operations may be materially and adversely affected.

Increasing market competition may adversely affect our growth and profitability by causing us to lose customers, charge lower tariffs or spend more on marketing.

As of the date of this annual report, there are five mobile network operators in Taiwan providing mobile broadband services. Each mobile network operator, including us, has been offering aggressive promotional programs to attract consumers, such as unlimited low-priced data plans, when many mobile network operators around the world have eliminated unlimited data plans. We cannot assure you that we will be able to raise our revenues from mobile broadband services after our 5G services launch on June 30, 2020 in light of the intense market competition, which could have a material adverse effect on our business prospects and our future results of operations.

Cable operators mainly promote high-speed internet access and TV converging solutions, and the bundled price is about 10% to 20% off ours. Furthermore, they offer low-price promotions about 40% to 60% off ours for competitors’ users, and expand sales channels through cross-industry alliances, such as kbro Co., Ltd., or kbro, in alliance with momo.com Inc., and China Network System Co., Ltd., or CNS, in alliance with Far Eastern Group and Taiwan Star Telecom Co., Ltd. Competitors may also roll out aggressive marketing plans such as bundling broadband internet and 4G/5G mobile services to stir the market. As a result, we could face increased competition for our broadband access and Multimedia on Demand, or MOD, and mobile services. If we are unable to compete successfully with the cable operators for broadband access and MOD services, our results of operations could be impacted.

In addition, our over the top, or OTT, business may not be able to compete with video streaming providers, some of which invest extensively in contents and productions of original films and TV series. Although we have invited other OTT providers to provide contents onto our platform, we do not rule out that our OTT customers might be attracted by its massive and exclusive titles, and our OTT business growth might slow down and be limited.

As the mobile data access speeds have increased as technologies advanced, many of our customers have replaced fixed broadband services with high-speed mobile broadband services. Rates of customer growth have declined in our fixed broadband and mobile businesses and may decline further, which may bring about further decreases in tariff rates and necessitate increases in our selling and marketing expenses. Any of these developments could adversely affect our business, financial condition and results of operations.

7


 

Our ability to deliver services may be disrupted due to a systems failure, shutdown in our networks, earthquakes or other natural disasters.

Taiwan is susceptible to earthquakes and typhoons. However, we do not carry insurance to cover damage caused by earthquakes, typhoons or other natural disasters or any resulting business interruption. Our services are currently carried through our fixed and mobile communications networks, as well as through our transmission networks consisting of optical fiber cable, microwave, submarine cable and satellite transmission links, which could be vulnerable to damage or interruptions in operations due to natural disasters. The occurrence of natural disasters could impact our ability to deliver services and have a negative effect on our results of operations. In 2020, we recorded losses on property, plant and equipment arising from natural disasters such as earthquakes and typhoons in the amount of approximately NT$1.0 million (US$0.04 million).

Our ability to deliver services could also be disrupted by systems failure, shutdown in our networks or other unanticipated problems at our facilities. In 2020, our submarine cables were broken four times, causing the suspension of our fixed line services, MOD, broadband access and mobile services in Juguang township, the southernmost of the Matsu Islands. The cable breaks were due to the removal of sand and gravel by Chinese sand pumpers.

Furthermore, we might also be liable for losses claimed from our customers that were incurred from our failure to deliver our services. These potential liabilities could also have a material adverse effect on our results of operations.

Our long-term international bandwidth supply may be disrupted by unexpected delays for new international submarine cables.    

The intensifying geopolitical conflicts have caused unexpected delays on operational and construction permit applications for several submarine cables in the South China Sea. In particular, the construction of our new submarine cable, SJC2, which connects various countries in the Asia Pacific region, has been delayed unexpectedly. The target service commencement date was pushed back to the fourth quarter of 2022, which is more than one year later than the original plan.  

In the foreseeable future, submarine cables remain an indispensable international bandwidth solution, especially for Taiwan, and cannot be replaced by alternatives like satellite and microwave transmissions. Disruptions on new submarine cable projects will not only affect our services to individual customers but will also endanger our IDC, terrestrial links and international bandwidth sales, and eventually may have a material adverse effect on our business.

We are subject to litigation or other legal proceedings that could expose us to substantial liabilities.

We are from time to time involved in various litigation, arbitration or administrative proceedings in the ordinary course of our business. Any such claims, whether with or without merit, asserted or threatened, could be time-consuming and expensive to defend and could divert our management’s attention and resources. See “Item 4. Information on the Company—B. Business Overview—Legal Proceedings.” We cannot predict the outcome of these proceedings, and we cannot assure you that if a judgment is rendered against us in any or all of these proceedings, our financial condition and results of operations would not be materially and adversely affected.

Our success depends on our ability to attract and retain quality personnel.

In response to the rapidly evolving industry in which we operate, we need to continuously attract and retain skilled technical personnel, and we also depend on the continued service of our executive officers. Our business could suffer if we are unable to attract qualified personnel or lose the services of any of these personnel and cannot adequately replace them. In particular, we could not afford the loss of any of our talents since attracting a qualified talent is increasingly difficult. Moreover, any expansion by industry players may intensify the competition for qualified and experienced personnel in the Taiwan telecommunications industry. All the major three telecom operators in Taiwan, including us, are expanding the Information, Communication and Technology, or ICT, business and may increase the number of their employees as part of this expansion. In addition to telecom operators, some

8


 

computer design companies and manufacturers are also expanding their business into this area and have been recruiting information technology related employees as well. We cannot assure you that we will be able to successfully attract and retain new information technology related employees. We may also need to increase employee compensation levels to attract and retain personnel, which in turn could result in an increase in our operating costs. We cannot assure you that the loss of the services of any of these personnel would not disrupt our business and operations and materially and adversely affect the quality of our services and harm our reputation.

We may not realize the benefits we expect from our investments, which may materially and adversely affect our business, financial condition, results of operations and prospects.

We have made significant capital investments in our network infrastructure and information technology systems. To continue developing our business and offer new and more sophisticated services, we intend to continue to invest in different areas and in new technologies. The launch of new and commercially viable products and services is important to the success of our business. We expect to continue making substantial capital expenditures to further develop our range of services and products.

Commercial acceptance by consumers of the new and more sophisticated services we offer may not occur at the rate or level expected, and we may not be able to successfully adapt these services to effectively and economically meet our customers’ demands, thus impairing the expected return from our investments.

We cannot assure you that services enabled by the new technologies we are implementing, such as 5G, IDC, PSTN migration, international submarine cables, Internet of Things, or IoT, Software-Defined Networking, or SDN, Network Functions Virtualization, or NFV, LTE WLAN Aggregation, or LWA, License Assisted Access, or LAA, Voice over LTE, or VoLTE, Wi-Fi Calling, Artificial Intelligence, or AI, Augmented Reality, or AR, Virtual Reality, or VR, Multi-access Edge Computing, or MEC, will be accepted by the public to the extent required to generate an acceptable rate of return. In addition, we could face the risk of unforeseen complications in the deployment of these new services and technologies, and we cannot assure you that we will not exceed our estimate of the necessary capital expenditure to offer such services. New services and technologies may not be developed and/or deployed according to expected schedules or may not achieve commercial acceptance or be cost-effective. We have also purchased equipment and technology infrastructure to establish our 5G network from suppliers across the globe, including Europe.

The failure of any of our services to achieve commercial acceptance could result in additional capital expenditures or a reduction in profitability to the extent that we are required under applicable accounting standards to recognize a charge for impairment of assets. Any such charge could materially and adversely affect our financial condition and results of operations. We recognized an impairment loss for investment properties, equipment and intangible assets in the past. In 2020, we concluded that the recoverable amount representing the fair value less costs to sell of investment properties was higher than the carrying amount. Therefore, we recognized a reversal of impairment loss of NT$27.0 million (US$1.0 million) and the amount was recognized only to the extent of impairment losses that had been recognized in prior years.

In 2020, our subsidiary, Senao International Co., Ltd., or SENAO, evaluated the goodwill that arose in the acquisition of Youth Co., Ltd. and its subsidiaries, or Youth, and concluded that the recoverable amount of the goodwill was lower than the carrying value and recognized an impairment loss on intangible assets of NT$9.0 million (US$0.3 million).

Furthermore, we cannot assure you that we will be able to continue to maintain control of and consolidate the results of operations of our minority-owned subsidiaries. For example, we consolidate the results of operations of our subsidiary SENAO, because we have remained in control over SENAO’s relevant activities and have control over the governance of the entity. Please refer to Note 3 and Note 14 to our consolidated financial statements included elsewhere in this annual report for details of the relationship between SENAO and its parent company. We cannot assure you that we will be able to continue maintaining control over SENAO’s relevant activities. If we lose control of our minority-owned subsidiary, we will no longer be able to consolidate the results of operations of such subsidiary, which could adversely affect our consolidated results of operations and ability to meet the operating results guidance that we have projected.

9


 

We may also make equity investments in companies from time to time, but we cannot assure you of their profitability, and whether any losses related to our equity investments will not have a material adverse effect on our financial condition or results of operations. For example, we have invested NT$4.19 billion (US$0.1 billion) in Next Commercial Bank Co., Ltd., or NCB, which was established in 2020. Though the bank serves as a pivotal strategic investment for our Company’s FinTech strategy, in the long run, it is still at an early stage and has yet to generate profits.

Changes in technology may render our current technologies obsolete or require us to obtain licenses for introducing new services or make substantial capital investments, financing for which may not be available to us on favorable commercial terms or at all.

The telecommunications industry in Taiwan has been characterized by rapid increases in the diversity and sophistication of the technologies and services offered. As a result, we expect that we will need to constantly upgrade our telecommunications technologies and services in order to respond to competitive industry conditions and customer requirements. Developments of new technologies have rendered some less advanced technologies unpopular or obsolete. If we fail to develop, or obtain timely access to, new technologies and equipment, or if we fail to obtain the necessary licenses to provide services using these new technologies, we may lose our customers and market share and become less profitable.

In addition, the cost of implementing new technologies, upgrading our networks or expanding capacity could be significant. In particular, we have made and will continue to make substantial capital expenditures in the near future in order to effectively respond to technological changes, such as the continued expansion of our fiber optic networks and mobile broadband networks. To meet the increasingly robust high-bandwidth requirements of digital convergence services, we continue to expand construction of fiber optic networks, including passive optical networks, or PONs, and optical distribution networks, or ODNs. After we obtained 5G mobile broadband services spectrum in 3.5 GHz and 28 GHz frequency bands, we started to construct our 5G mobile broadband network. To the extent these expenditures exceed our cash resources, we have already sought additional debt or equity financing. On May 6, 2020, our board of directors authorized the issuance of domestic unsecured corporate bonds with an aggregate principal amount of NT$30.0 billion, which could be issued at once or separately. On July 30, 2020, we completed the issuance of unsecured corporate bonds with an aggregate principal amount of NT$20.0 billion. The net proceeds were used primarily for future corporate development. On April 9, 2021, we announced the launch of the offering of corporate bonds with a principal amount of NT$7.0 billion, which is expected to be completed in late April. These factors include our financial condition, results of operations, cash flows and the prevailing market conditions in the domestic and international telecommunications industry, the cost of financing and conditions in the financial markets, and the issuance of relevant government and other regulatory approvals. Any inability to obtain the funding for our capital expenditures on commercially acceptable terms could jeopardize our expansion plans and materially and adversely affect our business prospects and future results of operations.

10


 

If new technologies adopted by us do not perform as expected, or if we are unable to effectively deliver new services based on these technologies in a commercially viable manner, our revenue growth and profitability will decline.

We are constantly evaluating new growth opportunities in the broader telecommunications industry. Some of these opportunities involve new services for which there are no proven markets, and may not develop as expected. Our ability to deploy and deliver these services will depend, in many instances, on new but unproven technologies. These new technologies may not perform as expected or generate an acceptable rate of return. In addition, we may not be able to successfully develop new technologies to effectively and economically deliver these services, or be able to compete successfully in the delivery of telecommunications services based on new technologies. In the 5G era, there could be more services beyond that of standard operators by delivering services via a B2B2X model, which is substantially dependent on the availability of applications and devices that third-party developers are developing. If we are unable to deliver commercially viable services based on the new technologies that we adopt, our financial condition and results of operations may be materially and adversely affected. In addition, we may need to cooperate with certain third parties to deliver these new services. To the extent that these third parties fail to perform their obligations or that we fail to thoroughly verify their qualifications and credentials, our ability to deliver these services or our financial condition and results of operations may be materially and adversely affected.

As an internet service provider, we may not be able to protect our customers and their information from cyber attacks, nor protect our services from disruptions due to cybersecurity breaches.

Driven by emerging technologies (including 5G applications, IoT, AI and cloud services), cybersecurity threats have evolved into multi-faceted mixed attacks. Any cybersecurity incident or privacy leakage will damage customers’ rights and cause the Company penalties and financial losses. In addition, malware attacks, which are often imbedded into supply chain software, have become more frequent and diverse, and would adversely impact business services or privacy leakage.

The Cyber Security Management Act came into force on January 1, 2019. According to the Act, a critical infrastructure provider shall satisfy the requirements of the cybersecurity responsibility level, to amend and implement the cybersecurity maintenance plan. The “Administration Regulations of Cyber Security on Telecommunications Business”, which was promulgated pursuant to the “Telecommunications Management Act”, was enforced on July 1, 2020. According to the Regulations, telecommunications enterprises shall establish the cyber security maintenance plan and implement it accordingly. If we fail to comply with such requirements, we may be subject to administrative penalties. We may suffer negative consequences, such as remedial costs, increased cybersecurity protection costs, lost revenues, litigation and reputational damage due to cyber attacks. See “Item 4. Information on the Company—B. Business Overview—Cybersecurity and Personal Information Protection.”

Our largest stockholder may take actions that conflict with our public stockholders’ best interests.

As of December 31, 2020, our largest shareholder, the government of the ROC, through the MOTC, owned approximately 35.29% of our outstanding common shares. Accordingly, the government, through its control over our board, as all non-independent board members were appointed by the MOTC, may continue to have the ability to control our business, including matters relating to:

 

any sale of all or substantially all of our assets;

 

the approval of our annual operation and projects budget;

 

the composition of our senior management;

 

the timing and distribution of dividends;

 

the election of a majority of our directors; and

 

our business activities and direction.

We cannot assure you that our largest shareholder will not take actions that impair our ability to conduct our business competitively or conflict with the best interests of our public stockholders.

11


 

Actual or perceived health risks related to mobile handsets and base stations could lead to decreased mobile service usage and difficulties in increasing network coverage and could expose us to potential liability.

According to some published reports, the electromagnetic signals from mobile handsets and cellular base stations may pose health risks or interfere with the operation of electronic equipment. Although the findings of those reports are disputed, actual or perceived risks of using mobile communications devices or of cellular base stations could have a material adverse effect on mobile service providers, including us. For example, our customer base could be reduced, our customers may reduce their usage of our mobile services, we could encounter difficulties in obtaining sites for additional cellular base stations required to expand our network coverage or we may be requested to reduce the number of existing cellular base stations. As a result, our mobile services business may generate less revenue and our financial condition and results of operations may be materially and adversely affected. In addition, we could be exposed to potential liability for any health problems caused by mobile handsets and base stations.

Investor confidence in us may be adversely impacted if we or our independent registered public accountants are unable to attest to or express an unqualified opinion on the effectiveness of our internal control over financial reporting.

We are subject to the reporting requirements of the SEC. The SEC, as directed by Section 404 of the U.S. Sarbanes-Oxley Act of 2002, adopted rules requiring U.S. public companies to include a report of management on our internal control over financial reporting in their annual reports that contain an assessment by management of the effectiveness of our internal control over financial reporting. The effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche, an independent registered public accounting firm, which has also audited our consolidated financial statements for the year ended December 31, 2020. Deloitte & Touche has issued an attestation report on the effectiveness of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). See “Item 15. Controls and Procedures—Attestation Report of the Registered Public Accounting Firm.”

While the management report included in this annual report concluded that our internal control over financial reporting was effective, we cannot assure you that our management will be able to conclude that our internal control over financial reporting is effective in future years. If in future years we fail to maintain effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act, we could suffer a loss of investor confidence in the reliability of our consolidated financial statements, which in turn could negatively impact the trading price of our ADSs, and could result in lawsuits being filed against us by our stockholders or otherwise harm our reputation.

If we fail to maintain a good relationship with our labor unions, work stoppages or labor unrest could occur and the quality of our services as well as our reputation could suffer.

In accordance with the articles of association of Chunghwa Telecom Workers’ Union, except for the chief manager of each department, most of our employees are members of our principal labor union, the Chunghwa Telecom Workers’ Union. Since our incorporation in 1996, we have experienced disputes with our labor unions on such issues as employee benefits and retirement benefits in connection with our privatization as well as the right to protest. Despite having taken measures to improve relations, increase cooperation and ensure mutual benefit with our labor unions, such as increasing channels of communications by holding periodic labor resource review meetings and guaranteeing our labor unions a seat on our board of directors, we cannot assure you that we will be able to maintain a good relationship with our labor unions. Any deterioration in our relationship with our labor unions could result in work stoppages, strikes or threats to take such an action, which could disrupt our business and operations, materially and adversely affect the quality of our services and harm our reputation.

Any economic downturn or decline in the growth of the population in Taiwan may materially and adversely affect our financial condition, results of operations and prospects.

We conduct most of our operations and generate most of our revenues in Taiwan. As a result, any decline in the Taiwan economy or a decline in the growth of the population in Taiwan may materially and adversely affect our financial condition, results of operations and prospects. In particular, Taiwan’s economy is highly dependent on the technology industry, and any downturn in the global technology industry may have a material adverse effect on Taiwan’s economy, which in turn, could adversely affect the demand for our products and services. There have also been concerns over the armed conflicts, civil unrest and geopolitical uncertainty in the Middle East, and Asia Pacific

12


 

(particularly Hong Kong, the South China Sea, and North Korea), which has resulted or could result in higher volatility on oil prices and capital markets, and the economic slowdown in Mainland China and the United States, which could have a material adverse effect on economies around the world. There have also been concerns over the forecast for the global economic slowdown, the dispute on trade war between the United States and Mainland China, the effect of Brexit and the COVID-19 pandemic, all of which could cause turbulence in the international and Taiwan’s financial markets as well.

As our business is dependent on economic growth, any uncertainty or further deterioration in economic conditions could have a material adverse effect on our financial condition and results of operations. We cannot assure you that economic conditions in Taiwan will continue to improve in the future or that our business and operations will not be materially and adversely affected by deterioration in Taiwan’s economy.

We face substantial political risks associated with doing business in Taiwan, particularly due to domestic political events and the tense relationship between the ROC and the People’s Republic of China, which could adversely affect our financial condition and results of operations.

Our principal executive offices and substantially all of our assets are located in Taiwan, and substantially all of our revenues are derived from our operations in Taiwan. Accordingly, our business, financial condition and results of operations and the market price of our common shares and the ADSs may be affected by changes in ROC governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan, which are outside of our control. Taiwan has a unique international political status. Since 1949, Taiwan and Mainland China have been separately governed. The People’s Republic of China, or PRC, claims that it is the sole government in China and that Taiwan is part of China.

In addition, the PRC government has refused to renounce the use of military force to gain control over Taiwan. Past developments in relations between the ROC and the PRC have on occasion depressed the market prices of the securities of companies in the ROC. Relations between the ROC and the PRC and other factors affecting military, political or economic conditions in Taiwan could materially and adversely affect our financial condition and results of operations, as well as the market price and the liquidity of our securities. In addition, the complexities of the relationship between the ROC and PRC require companies involved in cross-strait business operations to carefully monitor their actions and manage their relationships with both ROC and PRC governments. In the past, companies in the ROC, including us, have received minor sanctions such as travel restrictions or minor monetary fines by the ROC and/or PRC governments. We cannot assure you that we will be able to successfully manage our relationships with the ROC and PRC governments for our cross-strait business operations, which could have an adverse effect on our ability to expand our business and conduct cross-strait business operations.

Any outbreak of contagious diseases may materially and adversely affect our business and operations, as well as our financial condition and results of operations.

Any outbreak of contagious diseases, such as the COVID-19, influenza, Zika virus, dengue fever or Ebola virus, may disrupt our ability to adequately staff our business and may generally disrupt our operations. If any of our employees is suspected of having contracted any contagious disease, we may under certain circumstances be required to quarantine such employees and the affected areas of our premises. As a result, we may have to temporarily suspend part or all of our operations. Furthermore, any outbreak may restrict the level of economic activity in affected regions, including Taiwan, which may adversely affect our business and prospects. The COVID-19 pandemic affects global economy, resulting in economic contraction and travel restrictions which cause the decrease in our roaming revenue. In addition, the pandemic affects the global production capacity and the supply chain of handsets, which leads customers to extend the replacement cycle. Therefore, our revenues generated from handset sales and mobile services may not achieve our original expectations. As for emerging services, lockdowns due to the COVID-19 pandemic might lead to difficulty in mobility, lacking labors, project delays or order-taking cancellations. As a result, we cannot assure you that any outbreak of contagious diseases would not have a material adverse effect on our financial condition and results of operations.

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Our operation may be interrupted, and our expansion may be limited, by power or utility shortage.

We may from time to time suffer power outages or surges in Taiwan caused by difficulties encountered by the public utility, or other power consumers on the same power grid. Some of these have resulted in interruptions to our operations. If we are unable to secure reliable and uninterrupted supply of electricity in Taiwan, our services may be interrupted. Furthermore, we may suffer from shortage in water in Taiwan, and we may need to incur additional costs and expenses to respond to such shortages in order to maintain our operations and services. Such incremental costs may affect our profitability and results of operations.

Stockholders may have more difficulty protecting their interests under the laws of the ROC than they would under the laws of the United States.

Our corporate affairs are governed by our Articles of Incorporation, the Telecommunications Act, and, starting from September 30, 2020, the TMA, and by the laws governing corporations incorporated in the ROC. See “—Extensive regulation of our industry may limit our flexibility to respond to market conditions and competition, and our business may suffer.” The rights of stockholders and the responsibilities of management and the members of the board of directors of Taiwan companies are different from those applicable to a corporation incorporated in the United States. For example, controlling or major stockholders of Taiwan companies do not owe fiduciary duties to minority stockholders. As a result, holders of our common shares and ADSs may have more difficulties in protecting their interests in connection with actions taken by our management or members of our board of directors than they would as public stockholders of a United States corporation.

Our actual financial results may differ materially from our published guidance.

Starting in 2013, we continued to voluntarily publish our operating results guidance on an annual basis in accordance with the Taiwan IFRSs. We may from time to time update our operating results guidance after evaluating the effects of any changes to the estimates and assumptions that we used to calculate our projections of our operating results. Our projections are based on a number of estimates and assumptions that are inherently subject to significant uncertainties and contingencies, including the risk factors described in this annual report. In particular, our projections are forward-looking statements that are necessarily speculative in nature, and it can be expected that one or more of the estimates on which the projections were based will not materialize or will vary significantly from actual results, and such variances will likely increase overtime. Although our operating income, net income and EPS exceeded our expectations in 2020, our financial results will depend on future developments, which are highly uncertain and cannot be predicted.

Our results of operations and financial condition under Taiwan IFRSs may differ materially from our reported results of operations and financial condition under IFRSs.

While we have adopted Taiwan IFRSs for ROC reporting purposes, we adopt IFRSs for certain filings with the SEC, including our annual reports on Form 20-F. Taiwan IFRSs differs from IFRSs in certain significant respects, including to the extent that any new or amended standards or interpretations applicable under IFRSs may not be timely endorsed by the FSC. Furthermore, the dividends for 2020 that are expected to be declared at our 2021 annual general stockholders’ meeting are calculated based on Taiwan IFRSs. It is difficult for us to determine the differences between Taiwan IFRSs and IFRSs on our financial statements as any new or amended standards or interpretations applicable under IFRSs may not be timely endorsed by the FSC.

 

Risks Relating to Ownership of Our ADSs and Common Shares

The value of your investment may be reduced by future sales of our ADSs or common shares by us, by the government of the ROC or by other stockholders.

The government may continue to sell our common shares. Sales of substantial amounts of ADSs or common shares by the government or any other stockholder in the public market, or the perception that future sales may occur, could depress the prevailing market price of our ADSs and common shares.

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The market value of your investment may fluctuate due to the volatility of, and government intervention in, the Taiwan securities market.

Our common shares are traded on the TWSE, which has a smaller market capitalization and is more volatile than the securities markets in the United States and many European countries. The market value of our ADSs may fluctuate in response to the fluctuation of the trading price of our common shares on the TWSE. The TWSE has experienced substantial fluctuations in the prices and trading volumes of listed securities, and there are currently limits on the range of daily price movements. During 2020, the TWSE Index reached a low of 8,681.34 on March 19, 2020, and peaked at 14,732.53 on December 31, 2020. On April 7, 2021, the TWSE Index closed at 16,815.36. The TWSE has experienced certain problems, including market manipulation, insider trading and payment defaults. The recurrence of these or similar problems could have a material adverse effect on the market price and liquidity of the securities of Taiwan companies, including our ADSs and common shares, in both the domestic and the international markets.

In response to declines and volatility in the securities markets in Taiwan, the government of the ROC formed the National Financial Stabilization Fund to support these markets through open market purchases of shares in Taiwan companies from time to time. The details of the transactions of the National Financial Stabilization Fund have not been made public. In addition, the government’s Labor Insurance Fund and other funds associated with the government have in the past purchased, and may from time to time purchase, shares of Taiwan companies listed on the TWSE or other markets. As a result of these activities, the market price of common shares of Taiwan companies may have been and may currently be higher than the prices that would otherwise prevail in the open market. Market intervention by government entities, or the perception that such activity is taking place, may take place or has ceased, may cause sudden movements in the market prices of the securities of Taiwan companies, which may affect the market price and liquidity of our common shares and ADSs.

We may be sanctioned or the network establishment approval granted to us may be abolished for violations of limits on foreign ownership of our common shares, and these limits may materially and adversely affect our ability to obtain financing.

The Telecommunications Act limits foreign ownership of our common shares. Prior to March 1, 2006, the MOTC, as the competent authority under the Telecommunications Act, had the power to prescribe the limits on foreign ownership of our common shares. After the formation of the NCC on March 1, 2006, the NCC replaced the MOTC as the competent authority under the Telecommunications Act pursuant to the National Communications Commission Organization Act, or the Organization Act. The NCC and the MOTC reached an agreement on foreign ownership of Chunghwa Telecom, so an announcement issued by the MOTC on December 28, 2007 stipulated that direct holdings by foreign investors in Chunghwa Telecom cannot exceed 49% of our outstanding share capital and the total direct and indirect holdings by foreign investors cannot exceed 55% of our outstanding share capital. According to the TMA effective from July 1, 2020 (excluding certain articles regarding frequency allocation were set effective from November 1, 2020), the total amount of our shares directly held by foreigners shall not exceed 49%, and the total amount of our shares directly and indirectly held by foreigners shall not exceed 60%. As of April 7, 2021, foreign direct holdings of our outstanding share capital is at 15.38%. If we fail to comply with the applicable foreign ownership limitations, the network establishment approval granted to us may be abolished. We cannot predict the manner in which the NCC will exercise its authority over us in the case of a violation, or whether the NCC will lower the foreign ownership cap at any time.

If we are deemed to be in violation of our foreign ownership limitations, any consequences arising from such violation may materially and adversely affect us. Moreover, since we are unable to control ownership of our common shares or ADSs representing our common shares, and we have no ability to stop transfers among stockholders, or force particular stockholders to sell their shares, we may be subject to monetary fines, or the network establishment approval granted to us may be abolished, even if there is no fault of our own. In that event, our business could be disrupted, our reputation could be damaged and the market price of our ADSs and common shares could decline. These limitations may also materially and adversely affect our ability to obtain adequate financing to fund our future capital requirements or to obtain strategic partners, and alternate forms of financing may not be available on terms favorable to us or at all.

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Restrictions on the ability to deposit our common shares into our ADS program may adversely affect the liquidity and price of the ADSs.

The ability to deposit shares into our ADS program is restricted by ROC law, under which no person or entity, including you and us, may deposit our common shares into our ADS program unless the Securities and Futures Bureau has not objected within a prescribed period following the filing with it of an application to do so, except for the deposit of the common shares into our ADS program and for the issuance of additional ADSs in connection with:

 

distribution of share dividends or free distribution of our common shares;

 

exercise of preemptive rights of ADS holders applicable to the common shares evidenced by our ADSs in the event of capital increases for cash; or

 

purchases of our common shares in the domestic market in Taiwan by the investor directly or through the depositary and delivery of such shares or delivery of our common shares held by such investors to the custodian for deposit into our ADS program, subject to the following conditions: (a) the depositary may accept deposit of those shares and issue the corresponding number of ADSs with regard to such deposits only if the total number of ADSs outstanding after the deposit does not exceed the number of ADSs previously approved by the Securities and Futures Bureau, plus any ADSs issued pursuant to the events described above; and (b) this deposit may only be made to the extent previously issued ADSs have been cancelled.

As a result of the limited ability to deposit common shares into our ADS program, the prevailing market price of our ADSs on the New York Stock Exchange, or NYSE, may differ from the prevailing market price of the equivalent number of our common shares on the TWSE.

You will be more restricted in your ability to exercise voting rights than the holders of our common shares, which may diminish your influence over our corporate affairs and may reduce the value of your ADSs.

Holders of American depositary receipts evidencing our ADSs may exercise voting rights with respect to the common shares represented by these ADSs only in accordance with the provisions of our deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our common shares, the depositary bank will, as soon as practicable thereafter if requested by us in writing, mail to ADS holders the notice of the meeting sent by us, voting instruction forms and a statement as to the manner in which instructions may be given by the holders.

Generally, ADS holders will not be able to exercise voting rights attached to the underlying securities on an individual basis. Under the deposit agreement, the voting rights attached to the underlying securities must be exercised as to all matters subject to a vote of stockholders collectively in the same manner, except in the case of an election of directors. The election of our directors is by means of cumulative voting. In the event the depositary does not receive voting instructions from ADS holders in accordance with the deposit agreement, our chairman or his or her designee will be entitled to vote the common shares represented by the ADSs in the manner he or she deems appropriate at his or her discretion, which may not be in your interest.

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Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

We may from time to time distribute rights to our stockholders, including rights to acquire our securities. Under the deposit agreement, the depositary will not offer you those rights unless the distribution to ADS holders of both the rights and any related securities are either registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

If the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.

Changes in exchange controls that restrict your ability to convert proceeds received from your ownership of ADSs may have an adverse effect on the value of your investment.

Your ability to convert proceeds received from your ownership of ADSs depends on existing and future exchange control regulations of the ROC. Under the current laws of the ROC, an ADS holder or the depositary, without obtaining further approvals from the Central Bank of the ROC (Taiwan) or any other governmental authority or agency of the ROC, may convert NT dollars into other currencies, including U.S. dollars, in respect of:

 

the proceeds of the sale of common shares represented by ADSs or received as share dividends with respect to the common shares and deposited into the depositary receipt facility; and

 

any cash dividends or distributions received from the common shares represented by ADSs.

In addition, the depositary may also convert into NT dollars incoming payments for purchases of common shares for deposit in the depositary receipt facility against the creation of additional ADSs. If you withdraw the common shares underlying your ADSs and become a holder of our common shares, you may convert into NT dollars subscription payments for rights offerings. The depositary may be required to obtain foreign exchange approval from the Central Bank of the ROC (Taiwan) on a payment-by-payment basis for conversion from NT dollars into foreign currencies of the proceeds from the sale of subscription rights of new common shares. Although it is expected that the Central Bank of the ROC (Taiwan) will grant approval as a routine matter, required approvals may not be obtained in a timely manner, or at all.

Under the ROC Foreign Exchange Control Law, the Executive Yuan of the ROC may, without prior notice but subject to subsequent legislative approval rendered within ten days from such imposition, impose foreign exchange controls or other restrictions in the event of, among other things, a material change in domestic or international economic conditions which might threaten the stability of the domestic economy in Taiwan.

You are required to register with the TWSE and appoint several local agents in Taiwan if you withdraw common shares from our ADS facility and become our stockholder, which may make your ownership burdensome.

If you are a non-ROC person and wish to withdraw common shares represented by your ADSs from our ADS facility and hold those common shares, you are required under the current laws and regulations of the ROC to appoint an agent, also referred to as a tax guarantor, in the ROC for filing tax returns and making tax payments. A tax guarantor must meet certain qualifications set by the Ministry of Finance of the ROC and, upon appointment, becomes a guarantor of your ROC tax obligations. If you wish to repatriate profits derived from the sale of withdrawn common shares or cash dividends or interest on funds derived from the withdrawn common shares, you will be required to submit evidence of your appointment of a tax guarantor and the approval of the appointment by the ROC tax authorities. You may not be able to appoint and obtain approval for a tax guarantor in a timely manner.

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In addition, under the current laws of the ROC, you will be required to be registered as a foreign investor with the TWSE for making investments in the ROC securities market prior to your withdrawal and holding of common shares represented by the ADSs. You will be required to appoint a local agent in Taiwan to, among other things, open a securities trading account with a local securities brokerage firm and a bank account to remit funds, exercise stockholders’ rights and perform other functions as holders of ADSs may designate. You must also appoint a local bank to act as custodian for handling confirmation and settlement of trades, safekeeping of securities and cash proceeds and reporting and declaration of information. Without the relevant registration and appointment of the local agent and custodian and the opening of a securities trading account and bank account, you will not be able to hold, subsequently sell or otherwise transfer our common shares withdrawn from the ADS facilities on the TWSE.

 

 

 

ITEM 4.

INFORMATION ON THE COMPANY

A. History and Development of the Company

Our legal and commercial name is Chunghwa Telecom Co., Ltd. We were officially established on July 1, 1996 as part of the privatization efforts by the government of the ROC and operate under the Statute of Chunghwa Telecom Co., Ltd. Prior to our formation, we were operating as a business unit of the Directorate General of Telecommunications, which was the predecessor of the NCC. The common shares of the Company have been listed on the TWSE under the trading code “2412” since October 2000 and its ADSs have been listed on the NYSE under the symbol “CHT” since July 2003. We were privatized as a result of a secondary ADS offering and concurrent domestic auction of our common shares on August 12, 2005, as the ownership by the government of the ROC was reduced to less than 50%. The privatization has enabled us to develop our business and respond to changing market conditions more rapidly and efficiently. Today, we are the largest full telecommunication service provider in Taiwan. Our principal executive offices are located at 21-3 Hsinyi Road, Section 1, Taipei, Taiwan, ROC, and our telephone number is (886) 2-2344-5488. Our website address is https://www.cht.com.tw. The information on our website does not form a part of this annual report. Our agent for service of process in any suit or proceeding arising out of or relating to our shares, ADSs, American depository receipt, or ADR, and deposit agreement in the United States is CT Corporation System, 111 8th Avenue, 13th Floor, New York, NY 10011.

We are the largest telecommunications service provider in Taiwan and one of the largest in Asia in terms of revenue. As an integrated telecommunications service provider, our principal services include:

 

domestic fixed communications services, including local and domestic long distance telephone services, broadband access services, local and domestic long distance leased line services, Wi-Fi services, MOD services, domestic data services, ICT projects and other domestic services;

 

mobile communications services, including mobile voice and data services, sales of mobile handsets, ICT projects and other mobile services;

 

internet services, including data communication services, such as HiNet and HiLink, application value-added services, or VAS, such as Wi-Fi mesh network, Smart Speaker, Big Data, cybersecurity, IDC, cloud and services provided to the government;

 

international fixed communications services, including ILD telephone services, international leased line services, international data services, satellite services, ICT projects and other international services; and

 

other services, including non-telecom services.

We enjoy leading positions across a number of areas in terms of both revenues and customers. We are Taiwan’s largest fixed communications services provider as well as Taiwan’s largest mobile communications service provider. We are also Taiwan’s largest broadband access and internet service provider. As for the IPTV service, our MOD service is the largest video platform in Taiwan in terms of the number of customers. In 2020, our revenues were NT$207.6 billion (US$7.4 billion), our consolidated net income was NT$34.7 billion (US$1.2 billion) and our basic earnings per share was NT$4.31 (US$0.15).

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