UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(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
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
(Exact name of Registrant as specified in its charter)
Chunghwa Telecom Co., Ltd.
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Tel:
E-mail:
(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:
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Trading Symbol(s) |
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Name of each exchange on which registered |
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N/A |
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Depositary Receipts, each representing 10 Common Shares |
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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.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒
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 ☒
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. ☒
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). ☒
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.
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Emerging growth company |
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 securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
Other ☐ |
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).
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
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, 2022
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT MAY NOT BE REALIZED |
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3 |
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ITEM 1. |
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3 |
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ITEM 2. |
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3 |
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ITEM 3. |
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3 |
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ITEM 4. |
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15 |
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ITEM 4A. |
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43 |
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ITEM 5. |
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44 |
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ITEM 6. |
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63 |
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ITEM 7. |
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73 |
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ITEM 8. |
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74 |
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ITEM 9. |
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75 |
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ITEM 10. |
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76 |
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ITEM 11. |
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90 |
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ITEM 12. |
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91 |
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94 |
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ITEM 13. |
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94 |
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ITEM 14. |
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
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94 |
ITEM 15. |
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94 |
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ITEM 16A. |
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97 |
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ITEM 16B. |
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97 |
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ITEM 16C. |
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97 |
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ITEM 16D. |
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97 |
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ITEM 16E. |
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PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
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97 |
ITEM 16F. |
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98 |
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ITEM 16G. |
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98 |
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ITEM 16H. |
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100 |
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ITEM 16I. |
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DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION |
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100 |
ITEM 16J. |
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101 |
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102 |
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ITEM 17. |
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102 |
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ITEM 18. |
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102 |
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ITEM 19. |
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104 |
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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. For the convenience of readers, NT dollar amounts used in this annual report for, and as of, the year ended December 31, 2022 have been translated into U.S. dollar amounts using US$1.00=NT$30.73, set forth in the statistical release of the Federal Reserve Board on December 30, 2022. 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 6, 2023, the exchange rate was NT$30.54 to US$1.00.
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FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT MAY NOT BE REALIZED
This annual report contains forward-looking statements, including statements regarding:
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.
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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. [Reserved]
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. According to the ROC Telecommunications Management Act, or the TMA, telecommunications enterprises shall register themselves with the NCC and become subject to the TMA. We applied for registration on July 31, 2020, and received approval from the NCC on September 30, 2020. Since then, we have become subject to the TMA. Furthermore, 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 became effective, we will remain under NCC’s supervision in accordance with the Telecommunications Act and the relevant implementation measures until the NCC adopts special implementation measures based on the TMA. See “Item 4. Information on the Company—B. Business Overview—Regulation” for more information on the regulatory environment.
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. On March 5, 2020, the NCC announced a tariff reduction in local and long-distance network business effective from April 1, 2020 to March 31, 2024, which applies to us, being one of the dominant Type I 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.
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In addition, the relevant authority might require us to reduce tariffs on services through other regulatory measures or administrative planning. For example, the NCC issued a notice for the promulgation of the “Upper Limit on Access Charge for Mobile Broadband Operators” on December 14, 2020, which applies to all mobile broadband operators and is effective from January 1, 2021 to June 30, 2023. The upper limit of mobile interconnection fees decreased from NT$0.525 per minute in 2021 to NT$0.482 per minute in 2022 and is expected to further decrease to NT$0.443 per minute by June 30, 2023. The decrease of the upper limit on mobile access charges for the period between 2021 and 2023 will reduce not only the revenue but also the cost of the mobile access charge of the Company, and will possibly affect the market price of mobile business.
On September 26, 2018, the NCC approved our fixed communications network interconnection fees. The interconnection fees for local and domestic long-distance telephones remained the same, while the interconnection fees from the mobile network to the local telephone decreased, and such tariff was effective from January 1, 2019 to December 31, 2022. On December 7, 2022, the NCC approved our new fixed communications network interconnection fees. The interconnection fees between domestic long-distance and local telephones and between local telephones remained the same, while the interconnection fees payable by mobile network enterprises to fixed network enterprises between mobile network and fixed network decreased. The new tariff will be effective for the period between January 1, 2023 and December 31, 2026. 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 April 15, 2022, the NCC announced that two retail service markets (i.e., the fixed-line voice market and the fixed-line broadband market) and three wholesale service markets (i.e., the fixed-line wholesale market, fixed-line voice access market and the mobile voice access market) are designated as specific telecommunications service markets subject to special control measures from the competent authorities. On December 26, 2022, the NCC published the “Determination of the Telecommunications Enterprise(s) with Significant Market Power and the Special Control Measures Levied Thereon” (hereinafter the “Document”) and held a public hearing on February 9, 2023. All the existing telecommunications enterprises (including us) are expected to be determined as having significant market power in the fixed-line voice access market and the mobile voice access market, and only we are expected to be determined as having significant market power in the two retail service markets and the fixed-line wholesale market, according to the Document. The Document also states that different special control measures will be levied on the telecommunications enterprises with significant market power in different markets, including fee control, accounting separation, information transparency and non-discrimination treatment. We understand that the NCC intends to continue the determination of “Dominant Market Player” under the Telecommunications Act and adopt appropriate control measures. We submitted a written opinion to the NCC and attended the public hearing and tried to persuade the NCC to remove unnecessary ex-ante regulations.
Furthermore, in August 2022, the Ministry of Digital Affairs was launched to partly take over the administrative authorities formerly held by the NCC, the Ministry of Transportation and Communications and the Executive Yuan, respectively, including (1) telecommunications popularization, telecommunication enterprises cybersecurity management, number portability and equal accessibility, critical telecommunications infrastructure, radio frequencies allocation, as well as management of telecommunications numbers, websites and domain names, formerly held by the NCC; (2) comprehensive communications resources allocation and telecommunication industry counseling and incentives, formerly held by the Ministry of Transportation and Communications; and (3) the cybersecurity management, formerly held by the Executive Yuan. We are closely monitoring these regulatory changes and related policy development and we cannot assure you that these changes and development will not affect our business.
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, 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.
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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 if we fail to comply with the relevant regulations. As the FTA provides the FTC broad discretion to interpret cartel or other anti-competition actions and enforce the relevant clauses under the FTA and FTC might take a different view of our existing business operation in the wake of advancement of global regulatory trend, we are unable to predict whether or when 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 any 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 necessary approvals to operate our business, our business prospects and future results of operations would be adversely affected.
We operate our businesses with approvals (including licenses) granted by the government and we have obtained necessary approvals to provide our services. If these approvals are revoked or suspended or are not renewed, or if we are unable to obtain any necessary approvals 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 and we may lose our customers and market share and become less profitable.
If we are unable to successfully acquire and maintain the rights to use the frequency spectrums or other approvals that we may need for our future business operations, our business prospects and future results of operations may be materially and adversely affected.
Market competition may adversely affect our growth and profitability by causing us to lose customers, charge lower tariffs, spend more on marketing or lose market share.
The competitive landscape of the telecommunications industry in Taiwan is constantly changing. As of the date of this annual report, there are five mobile network operators in Taiwan providing mobile broadband services, including us, and the degree of concentration of the telecommunication industry in Taiwan has been increasing in recent years.
Moreover, our competitors are seeking to enhance their competitiveness through mergers and acquisitions. Telecommunications service providers are developing alliances and consolidations to achieve economies of scale, resulting in the increasing concentration level of the Taiwan telecommunications market. The increased market concentration could adversely affect our competitive position.
We compete mainly by our leading 5G service and the design of effective tariffs. In 2022, the strategy of our mobile business was to focus on promoting the highest quality of 5G service to our customers. More customers upgrading to 5G plans will increase the possibility of raising our mobile services revenue. However, mobile network operators might offer aggressive promotional programs to attract consumers, such as unlimited low-priced data plans. We cannot assure you that we will be able to constantly raise our revenues from mobile broadband services in light of the current market landscape, which still 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 of 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 EasTone Group. Competitors may also roll out aggressive marketing plans such as bundling broadband internet and 4G/5G mobile services to stir the market. Although we have rolled out new high-speed (300 Mbps to 1 Gbps) promotion package of mobile service, broadband service and Wi-Fi bundled plans, we still face intensified low-price competition for our broadband access and IPTV 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.
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As mobile data access speeds have increased as technologies advanced, many of our customers have replaced fixed broadband services with high-speed mobile broadband services, especially those who used lower-speed fixed broadband services. Any of these developments could adversely affect our business, financial condition and results of operations.
As an internet service provider, we may not be able to protect our customers and their information from cyberattacks, nor protect our services or those of our partners with whom we share our confidential information from disruptions due to cybersecurity breaches.
Driven by emerging technologies (including AI, IoT and cloud services), cyber security threats have evolved into multi-faceted mixed attacks. Any cybersecurity incident or privacy leakage will damage customers’ rights and cause us 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,” promulgated pursuant to the “Telecommunications Management Act,” was enforced on July 1, 2020. According to the Regulations, telecommunications enterprises shall establish a cybersecurity 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 cyberattacks. See “Item 4. Information on the Company—B. Business Overview—Cybersecurity and Personal Information Protection.”
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, competitively and economically deliver these services. 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.
Our ability to deliver services may be disrupted due to systems failures, network shutdowns, earthquakes or other natural disasters.
Our ability to deliver services could be disrupted by systems failures, network shutdowns or other unanticipated problems at our facilities. For example, our submarine cables might be broken due to removals of sand and gravel by certain sand pumper dredgers, which would cause suspensions of our fixed line services, MOD, broadband access and mobile services.
Taiwan is also susceptible to earthquakes and typhoons. However, we do not carry insurance to cover damage caused by earthquakes, typhoons or other natural disasters, including the effects of climate changes (such as drought, floods and increased storm severity), 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
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ability to deliver services and have a negative effect on our results of operations. In 2022, we recorded losses on property, plant and equipment arising from natural disasters such as earthquakes and typhoons in the amount of approximately NT$0.4 million (US$0.01 million). 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 complicated permitting processes have caused unexpected delays on operational and construction permits. 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 end of 2023, which is more than two years 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.
Changes in technology may render our current technologies obsolete or require us to obtain approvals for introducing new services or make substantial capital investments, financing or successfully manage our liquidity and cash flows.
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 need to constantly upgrade our telecommunications technologies and services to respond to competitive industry conditions and customer requirements, rendering some less advanced technologies obsolete. 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 to effectively respond to technological changes to meet the increasingly robust high-bandwidth requirements of digital convergence services. After we obtained 5G mobile broadband services spectrum, 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. Our ability to obtain additional financing will also depend on a number of factors. These factors include, but are not limited to, our financial condition, results of operations, financing cost, telecommunications industry conditions, financial market conditions, and relevant government and other regulatory approvals. Furthermore, failure to comply with covenants in our debt documents or repay debts when due may negatively affect our credit ratings, which will cause our financing costs to increase and weaken our fundraising capabilities, further affecting our liquidity position and financial condition.
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 within one year after the date. As of December 31, 2021, we had issued unsecured corporate bonds totaling NT$27.0 billion. The net proceeds were used primarily for corporate development. On January 25, 2022, our board of directors authorized the issuance of domestic unsecured corporate bonds with an aggregate principal amount of NT$10.0 billion (US$0.3 billion), which could be issued at once or separately within one year. In March 2022, we issued our unsecured sustainability-linked bond totaling NT$3.5 billion (US$0.1 billion). The net proceeds were used primarily for environmental sustainability and social development. 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.
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
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making substantial capital expenditures in different areas and new technologies to further develop our range of services and products. However, commercial acceptance by customers 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 Artificial Intelligence (AI), Multi-access Edge Computing (MEC), Open Radio Access Network (O-RAN) and Innovative Optical and Wireless Network (IOWN), will be accepted by customers to the extent required to generate an acceptable rate of return. In addition, we could face the risk of unforeseen complications in deploying 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.
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, property, plant and equipment, as well as intangible assets in the past. In 2022, 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$107.0 million (US$3.5 million) for investment properties and the amount was recognized only to the extent of impairment losses that had been recognized in prior years. Also, in 2022 our subsidiary, Senao International Co., Ltd., or SENAO, evaluated the license agreement and the right of trademark that arose in the acquisition of Youth Co., Ltd. and its subsidiaries, or Youth, and concluded that the recoverable amount of the license agreement and the right of trademark 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 maintain control of and consolidate the results of operations of our minority-owned subsidiaries. For example, we consolidated the results of operations of SENAO because we have remained in control over SENAO’s relevant activities and the governance of the entity. Please refer to Note 3 and Note 14 to our consolidated financial statements included in this annual report for details. We might be unable to maintain control over SENAO’s relevant activities, which could adversely affect our consolidated results of operations and ability to meet the operating results guidance that we have projected.
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 invested NT$4.19 billion in Next Commercial Bank Co., Ltd., or NCB, in 2020. Although NCB launched its services on March 29, 2022 and serves as a pivotal strategic investment for our company’s fintech strategy, it has yet to generate profits.
Our largest stockholder may take actions that conflict with our public stockholders’ best interests.
As of December 31, 2022, 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:
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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.
Any outbreak of contagious diseases, in particular the COVID-19 pandemic, 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 COVID-19, influenza, Zika virus, dengue fever or Ebola virus, may disrupt our ability to adequately staff our business and disrupt our operations. If any of our employees is suspected of having contracted any contagious disease, we may, under certain circumstances, be required to implement a work-from-home policy or 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. For example, we implemented a work-from-home policy during the COVID-19 pandemic to protect our employees and transitioned our employees to work remotely.
Due to the ongoing impact of the COVID-19 pandemic, we have also been affected by global supply chain disruption, which led to substantial increases in the costs of our supply chain to import our equipment. Therefore, we have been taking, and plan to continue to take, various actions to allow us to navigate through the global supply chain disruption. These actions include, but are not limited to, obtaining new third-party vendors for shipping containers, postponing or cancelling some or all of our product launches, reducing fixed costs and increasing our inventory. In addition, the pandemic affects the global production capacity and the mobile supply chain, potentially leading customers to extend the replacement cycle. Therefore, our revenues generated from mobile handset sales and mobile services may not achieve our original expectations. As for emerging services, lockdowns due to the pandemic might lead to difficulty in mobility, lacking labor, project delays or canceled orders. Any outbreak may also restrict the level of economic activity in affected regions, including Taiwan, which may adversely affect our business and prospects. 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.
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.
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 issues such 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.
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Our business and operation may be adversely impacted if we fail to achieve and maintain effective internal control or if our independent registered public accountants are unable to attest to or express an unqualified opinion on the effectiveness of our internal controls 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, 2022. 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.”
We are also required to comply with various R.O.C. and U.S. laws and regulations on internal controls, but our internal controls, including policies and procedures, may not prevent or detect misstatements or misconduct because of their inherent limitations, including the possibility of human error, the circumvention or overriding of controls, fraud or corruption.
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 will be effective in future years, and that our internal controls can prevent fraud and corruption. If in future years we fail to maintain effective internal controls in accordance with the Sarbanes-Oxley Act or other applicable laws, or if we are found not to be in compliance with applicable laws, we could face investigations or other enforcement actions, be subject to criminal, administrative, and civil penalties and other remedial measures, 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, lead to adverse impact on our business, or otherwise harm our reputation.
Any decline in the Taiwan economy, downturn in the global ICT and technology industry, geopolitical uncertainty or slowdown in global economic growth may materially and adversely affect our financial condition, results of operations and prospects.
Our business depends on economic growth, and we conduct most of our operations and generate most of our revenues in Taiwan. We cannot assure you that the economic conditions in Taiwan will continue to improve in the future, and any uncertainty or further deterioration in Taiwan’s economic conditions could have a material adverse effect on our financial condition and results of operations. In addition, Taiwan’s economy is highly dependent on the global technology industry. Although we have adopted a variety of measures to mitigate risks associated with the global ICT and technology industry, any downturn in the global ICT and technology industry, including but not limited to, global supply chain disruption, interest rate fluctuation, inflation or deflation and changes in economic, fiscal and monetary policies in major economies, exchange rate fluctuation and risk of recession 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 tension, armed conflicts, wars, civil unrest and geopolitical uncertainty in various regions, such as Russia, Ukraine, the Middle East, Asia Pacific (particularly Taiwan, Hong Kong, the South China Sea, and North Korea) and the Central Asia region, which has resulted or could result in higher volatility on oil prices and capital markets and in increasing costs of cybersecurity and network maintenance. The economic slowdown in Mainland China and the U.S. could also have a material adverse effect on economies around the world. In particular, there have been increasing concerns over the global economic slowdown, disputes between the U.S. and Mainland China and global climate change issues, all of which could cause turbulence in the international and Taiwan’s financial markets and the global technology industries. Although we conduct most of our operations and generate most of our revenues in Taiwan, any slowdown in global economic growth may materially and adversely affect our financial condition, results of operations and prospects.
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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 operation may be interrupted, and our expansion may be limited, by power or utility shortage.
Our operation requires a continual supply of utilities such as electricity and water. Interruptions of electricity or water supply could result in temporary shutdowns of our operation. 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. Any major suspension, shortage or termination of electricity supply could significantly harm our business, results of operations and financial condition. If we are unable to secure reliable and uninterrupted supply of electricity in Taiwan, our services may be interrupted. Furthermore, we may suffer from a shortage of 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.
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 fail to attract qualified personnel or adequately replace them, and thus lose the services of any of these personnel. In particular, we could not afford the loss of any of our talents since attracting qualified talents 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 and Communication Technology, or ICT, business and may increase the number of their employees as part of this expansion. In addition to telecom operators, some 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 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 PRC is the sole legitimate government in China, and Taiwan is a 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
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operations to carefully monitor their actions and manage their relationships with both ROC and 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.
Stockholders may have more difficulty protecting their interests under the laws of the ROC than they would under the laws of the U.S.
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 and revenue 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 U.S. 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 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 the 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 revenue, operating income, net income and EPS exceeded our expectations in 2022, 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 2022 that are expected to be declared at our 2023 annual general stockholders’ meeting are calculated based on Taiwan IFRSs.
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.
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 Taiwan Stock Exchange, or the TWSE, which has a smaller market capitalization and is more volatile than the securities markets in the U.S. 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. In 2022, the TWSE Index reached a low of
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12,666.12 on October 25, 2022, and peaked at 18,526.35 on January 4, 2022. On April 6, 2023, the TWSE Index closed at 15,810.77. 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.
According to the TMA, which was effective from July 1, 2020 (excluding certain articles regarding frequency allocation that was 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 6, 2023, foreign direct holdings of our outstanding share capital is at 17.07%. 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.
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 our common 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:
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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.
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 and regulations 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:
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
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common shares underlying your ADSs and become a holder of our common shares, you may convert them 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.
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 Xinyi Road, Section 1, Taipei 10048, Taiwan, ROC, and our telephone number is (886) 2-2344-5488. Our website address is at: https://www.cht.com.tw. The information contained on our website is not incorporated herein by reference and does not constitute 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 depositary receipt, or ADR, and deposit agreement in the U.S. is CT Corporation System, 111 8th Avenue, 13th Floor, New York, NY 10011.
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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: mobile services, fixed-line services, ICT business, sales and other services.
We accomplished our strategic transformation in 2022 and started to operate under the new customer-centric structure to enhance our performance. In particular, our Consumer Business Group strategically focuses on individual- and home-centric businesses to provide better customer experiences. Our Enterprise Business Group consolidates and streamlines our enterprise business-related services to create synergy and enhance our integrated ICT services. Our International Business Group focuses on serving our international customers and expanding our overseas business.
We enjoy leading positions across a number of areas in terms of both revenues and customers. We are Taiwan’s largest fixed communications service 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 2022, our revenues were NT$216.7 billion (US$7.1 billion), our consolidated net income was NT$37.9 billion (US$1.2 billion) and our basic earnings per share was NT$4.69 (US$0.15).
In 2022, we made capital expenditures totaling NT$31.5 billion (US$1.0 billion). See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures” for a detailed discussion of our capital expenditures.
Competitive Strengths
We believe that our primary competitive strengths are:
We are an integrated full-service telecommunications provider as well as ICT service provider and have premium brand and broad customer base in Taiwan.
We are the largest telecommunications service provider in Taiwan with a leading position in fixed communications services, mobile communications services, internet services, and video services. We are also a major ICT service provider in areas such as cybersecurity, cloud, AIoT, IDC and big data analysis.
Broad range of communications products and services. We are confident with our ability to provide an attractive and comprehensive range of both telecommunications services and ICT total solutions to our business and residential customers. In addition, we are able to offer innovative and customized ICT services and competitive tariff packages to deliver customer-centric services.
Broad network coverage. In order to provide higher bandwidth services for our customers, we have been constructing our fiber to the x, or FTTx, network since 2003. We have successfully migrated many of our customers to higher-speed FTTx service. As of December 31, 2022, network coverage of FTTx with speeds of 1 Gbps and higher was approximately 91.4%. In addition, our 4G/5G mobile communications networks provide nationwide coverage. Our large mobile spectrum allocation, together with our extensive network coverage, positions us well for the continued expansion of our mobile services in Taiwan. We are also continuing to build our Wi-Fi network to offload mobile network capacity in residential areas and public areas where subscriber density and usage are high, such as urban areas, airports and convenience stores. We aim to provide seamless broadband connections to better serve our customers. To facilitate working-from-home arrangements during the outbreak of the COVID-19 pandemic, we launched fiber optic internet service with speeds up to 2 gigabits per second on both downloading and uploading in 2021.
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Brand awareness, distribution channels and customer service. Our brand, “Chunghwa Telecom,” has a reputation for quality, reliability and sustainability. We serve our large customer base through our extensive customer service network in Taiwan. See “—B. Business Overview—Marketing, Sales and Distribution—Sales and Distribution.” Our extensive sales and distribution channels help us attract additional customers and develop new business opportunities. We eagerly enhance user experience at different channels. We integrate our online store and offline channels, with our big data capability, to accelerate the development of our Online-to-Offline business. To enhance customers’ online experience, we provide customized online purchase processes by leveraging our capability to analyze big data, and accurately analyze customer preferences and behaviors, and target different customer groups for implementing accurate marketing initiatives to improve sales success rates and reduce marketing costs. Customers can apply for various services online through websites or apps, and make queries with us in real time. We have also built logistic systems to deliver mobile handsets and smart home appliances to our customers. In addition, customers can also order online and enjoy quality services at designated offline stores to save waiting time.
In 2022, we obtained several domestic and international awards which recognized our service quality, ESG practices and network achievement. We obtained The Asset ESG Corporate Jade Award from The Asset. In addition, we were recognized by Speedtest as the triple crown for Fastest 5G network, Best Mobile Coverage, and Best Mobile/5G network from 2021 to 2022, and were recognized as the Fastest Mobile/Fastest 5G network in Taiwan by Opensignal. We were awarded the Taiwan Telecommunication Services Company of the Year and Taiwan 5G Services Customer Value Leadership Award in 2022 by Frost & Sullivan. We were ranked fourth among all the listed international telecommunications service providers and were the first among the only two Taiwanese companies that won Forbes World’s Top Female Friendly Companies in 2022. Furthermore, we won the 2022 Asia Communication Awards’ Smart Places Project of the Year for 5G Intelligent ports as the only Taiwanese telecommunications service provider awarded among all categories.
Operational expertise. Our management and employees have extensive operating experience and technical knowledge for the future growth of emerging businesses. We also believe we will continue to attract and retain high-quality information technology talents.
We have the capital resources and technology to retain our leading position.
Strong capital structure. We believe we have great financial resources in Taiwan. Our low debt-to-equity capital structure, together with our strong operating cash flows, provides us with the flexibility and resources to invest in capital-intensive and growing businesses. We started to construct our 5G base stations in the first half of 2020 and continue to enhance our existing 4G/5G mobile broadband networks, our expansion of FTTx broadband access services, IP-based MOD/Hami Video services, fixed-line/mobile VAS, ICT-related services and service platforms. We also deploy Narrowband-IoT and LTE Cat-M1 networks for IoT applications. Our strategy is to invest in or acquire emerging growth companies to further expand our business to retain our leading position in the future, such as cyber security, IDC/cloud and AIoT strategic businesses. We will continue to construct facilities of data center and cloud services and will cooperate with international public cloud service providers, including Google Cloud Platform, or GCP, Amazon Web Service, or AWS, and Microsoft Azure, to deliver hybrid cloud solutions to enterprise customers in order to be a competitive IDC and multi-cloud service provider in Taiwan. In addition, we will continue to construct new submarine cables linking the U.S. and Asia-Pacific region, as well as expand the bandwidth of outbound connections and enhance network strength to attract more OTT services providers to increase their investments in Taiwan.
Advanced network technology. By the end of 2022, more than 91% of households in Taiwan can enjoy ultra-fast connectivity with our FTTH network. We will still expand FTTH network coverage of households in 2023, based on the requirement of ultra-fast connectivity service in Taiwan. In 2022, we also continued to enhance our 4G/5G mobile broadband networks. Our investment in network infrastructure places us in a position to capture a significant share of the internet and high-speed data transmission market. We have developed MEC technology and successfully launched it to the market, enabling us to maintain a market-leading position in the 5G private network.
Research and development expertise. In 2022, our research and development expenses accounted for 1.7% of our revenues. See “Item 5. Operating and Financial Review and Prospects—C. Research and Development, Patents and Licenses” for descriptions about areas of our research and development. We believe our focus on research and development will allow us to efficiently develop and deploy new technologies and services ahead of our competitors.
17
Business Strategies
Our business strategy is to incorporate ESG sustainable development into our operations, and promote 5G intelligent applications and innovative transformation to create a new revenue growth curve for us. Our key strategic objectives are to maintain our position as a leading integrated telecommunications service provider in Taiwan and to enhance overall performance by leveraging our strong sales forces and research capacity.
Consistent with our strategic objectives, we have developed the following business strategies:
Focus on our core strengths while expanding our scope of services to capture new growth opportunities
We endeavor to maintain our strong market position in telecommunication business and seek to expand the scope of our business beyond network services by offering service platforms and VAS to capture new opportunities and generate revenue growth, such as IoT platforms. We also continue to enhance our MOD/OTT service platform, which offers digital contents, live broadcasting and subscription video on demand, or SVoD, services.
Broadband services: We have strived to maintain our broadband market share and enjoy the increase of average revenue per user, or ARPU, for our FTTx internet services. We believe customer demands owing to digital transformation will continue and we will grasp those opportunities in the new normal. We expect to continue to offer various incentives for our FTTx customers to upgrade from 300 Mbps to 1 Gbps or even higher-speed FTTH services in 2023. We are continuing to build our FTTH infrastructure, and we believe these efforts will help us maintain our competitive advantage for broadband services. A high-quality broadband network is also essential for our high-definition MOD services.
By offering 4K high-quality videos, self-selected channel mechanisms, multi-screen options on MOD and 5G service on Hami Video, we provide the most attractive and user-centric entertainment experience in our customers’ daily lives. We also expect to further expand our content and application to serve more customers in this competitive industry by enhancing the partnership with our key content providers. As 4K high-definition streaming requires high network resources, we will leverage our advantages on robust cloud service infrastructure to deliver better performance and cost efficiency.
Mobile Communications: We successfully launched 5G services in Taiwan on June 30, 2020. Our strategy for mobile services includes the following initiatives:
Internet services: Our strategy for internet services is to continue to build on the success of our HiNet internet services and enhance our internet application VAS, such as Security Operation Center, or SOC, IDC and cloud services. In 2023, we will continue to promote our IDC, cloud (including Google Cloud Platform, Amazon Web Service, or AWS, and Microsoft Azure) and cybersecurity services to help our business customers decrease management costs; we will also launch new services related to AI, big data, blockchain and Smart Health.
Emerging services: We continue to leverage our core telecommunication infrastructure and services to expand ICT services. Our goal is to become the Leading Provider of Smart Life and the Enabler of Digital Economy, and expand international business. In order to drive the development of various emerging ICT services, we provide high-quality platforms, cooperate with strategic partners to build an industrial ecosystem, and combine with strategic investment, mergers and acquisitions. With the strength and reliability of our technologies and services, we believe that we have the competitive advantages to continue expanding our ICT services in the future. Furthermore, we have invested in an internet-only bank, NCB, with banking, insurance and retail partners. NCB launched its services on March 29, 2022.
18
Emphasize quality of service and customer satisfaction
Quality of service is critical in attracting and retaining customers and enhancing our long-term profitability. In order to continually enhance and improve the quality of our services, we have, in addition to the quality assurance function of our regular operating units, established a number of dedicated task forces to monitor our network performance. Our senior management sets our quality evaluation criteria and regularly reviews the quality of our performance.
To ensure customer loyalty and achieve customer-centric spirit with high-quality services, we consistently focus on and invest in the optimization of the entire customer journey. In terms of network quality, we constantly strive for precise expansion and create seamless coverage of the three networks, including fixed networks, mobile networks and Wi-Fi, to cater to high-speed Internet access demand. We develop new data-driven approaches to strengthen customer engagement and retention to enhance customer stickiness. Through accurate labeling and big data analytics of customer intentions, we push forward data-driven service process optimization and target customer segment marketing and caring. We also establish online and offline multiple service networks for customer service touchpoints and provide 7x24 all-around professional services and feedback channels to enhance customer experience and satisfaction.
Improve operational and cost efficiency
We continue to focus on cost control and improve our operational and cost efficiency by migrating to more advanced networks and continuously enhancing our business operations through our business support system, operations support system and management support system. The important tasks implemented in recent years are as follows:
Our long-term goal is to optimize our capital expenditures by focusing on investing in innovative products and services with attractive return profiles. We continue the construction of our fiber-based fixed-line and mobile network to increase the network bandwidth and enhance operational efficiencies. We will continue to leverage our core telecommunication infrastructure and services to expand the ICT business, including 5G services, IDC services, PSTN migration, international submarine cable services, cloud services, total enterprise solutions and government projects.
Expand our business through alliances, acquisitions and investments
We continuously expand our business in growth areas, such as ICT services, through alliances, acquisitions and investments. We believe that our experience, operational scale and large customer base make us an attractive ally for other service providers.
19
Alliances. We have formed and will continue to pursue alliances with content providers, video service platform providers, customer premises equipment providers, internet portal operators and ICT solutions partners to diversify our business operations and enhance our service offerings. We cooperated with Microsoft to create AIoT Smart Ecosystem. In March 2022, we collaborated with NCB to look for new business opportunities in the fintech industry. In May 2022, we partnered with Qualcomm to set up the “5G mmWave 4K Cloud Gaming Application Testing” to deliver highly immersive experiences to the targeted audience. In August 2022, we worked together with Cisco to launch a new cloud guardian solution subscription-based IT solution to build high-quality enterprise networks. In September 2022, we cooperated with AWS to accelerate the innovation and development of 5G AIoT in the Cloud. In March 2023, we cooperated with Nokia and Ericsson to deepen our 5G strategic collaboration in relation to the next stage of “Beyond 5G” evolution and create a green network with high efficiency and low energy consumption.
Acquisition and Investments. We have focused our acquisition strategy on making strategic acquisitions of companies that we believe to be fulfilled our long-term strategic goals. We have focused our investment strategy on the development of new businesses and the enhancement of our operational efficiency, especially the aspects of 5G and ICT services. Recently we have entered into the following notable transactions:
We invested in NCB in January 2020 and obtained 41.9% of its equity interests. NCB launched its services on March 29, 2022.
By leveraging our ICT technical expertise and allying with outstanding healthcare industry partners, in May 2022, we entered into a memorandum of understanding in relation to “Smart Hospital” with Thonburi Hospital Group to deploy smart ward solutions. Through this, we initiated the “Smart Hospital” applications in Thailand. In September 2022, we announced the deployment of 5G private network infrastructure for National Telecom Public Company Limited to realize the “Smart Factory” applications for an electronics factory in Thailand. Furthermore, Viettel-CHT, our joint venture with Viettel Telecom and the largest IDC operator in Vietnam, extended the infrastructure of data centers to meet the strong market demand in 2022.
To align our mid- to long-term strategic goals, we also invested in Top Taiwan XIV Venture Capital., Co., Ltd. to further explore ESG and green technology business opportunities and participated in Taiwania Capital Buffalo Fund VI, L.P. to explore emerging business opportunities in 2022.
Going forward, we will focus on the digital economy and innovative businesses and may consider making other equity investments and acquisitions that we believe are complementary to our business and strategic goals. By cooperating with other companies and leveraging our advantages, we strive to gain market share in the 5G, AIoT, cyber security, IDC/cloud and metaverse business. Furthermore, we will continue to explore opportunities to strengthen our cooperation with companies in the ASEAN countries, either in traditional telecommunication business and smart city ICT businesses.
Maintain focus on maximizing stockholder value
We are committed to maximizing stockholder value and intend to maintain a sustainable dividend policy. Under the ROC Company Act, companies are allowed to distribute special cash dividends from capital surplus. In addition, the accumulated legal reserve that we had set aside in previous years has amounted to the aggregate par value of our outstanding share capital. Therefore, according to relevant regulations, we are not required to appropriate profits to our legal reserve starting from 2015. With the approval of our board of directors in February 2023, our payout ratio was 100.00% in 2022 earnings. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information.”
20
B. Business Overview
Our Principal Lines of Business
General
We have three segments that we operate and manage as strategic business units: consumer business, enterprise business and international business, which provides mobile services, fixed-line services, ICT business, sales and other services.
Consumer Business
Our consumer business strategically focuses on individual- and home-centric businesses, such as mobile, fixed broadband, Wi-Fi, IPTV (MOD) and OTT services. To create value for our customers and provide better customer experiences, we offer FTTx and ADSL services and enhance customer internet surfing experiences through our value-added services that leverage our Wi-Fi advantage as well as IPTV (MOD) and OTT offerings. We have the largest mobile subscriber base in Taiwan with solid network performance. We are the largest internet service provider, or ISP, and also the largest video platform in Taiwan.
Enterprise Business
Our enterprise business focuses on creating synergy and enhancing our integrated ICT services. It also promotes the development of emerging businesses, which focus on cloud, IDC, information security, 5G+AIoT, enterprises’ digital transformation and system integration. We have a large customer base of high-quality enterprises, including both business-to-business and business-to-consumer customers. Our enterprise business team identifies market insights to provide a variety of enterprise business-related services to satisfy our customers. We are the largest IDC services provider in Taiwan, with an IDC market share of more than 50% and the leading cybersecurity service company in the market.
International Business
Our international business focuses on serving our international customers. Our international customers include Taiwanese companies seeking global expansion, large Taiwanese enterprises located in foreign countries, foreign companies and multinational enterprises. As the largest submarine cable service provider in Taiwan, together with our international submarine cable stations, overseas subsidiaries, strategic partners and alliances, we are well positioned to help our customers to capture global market opportunities by providing our diversified product portfolio and service offerings, including communication service, leased circuits, IDC, cloud, cross-border IoT, roaming, broadband, 5G and smart solutions.
Service and Product Offerings
As an integrated telecommunications service provider, our principal services include: mobile services, fixed-line services, ICT business, sales and other services.
Mobile Services
We are Taiwan’s largest provider of mobile services in terms of both revenues and subscribers. In 2020, we generated revenues of NT$56.7 billion, or 27.3% of our total revenues, from mobile services. In 2021, we generated revenues of NT$58.0 billion, or 27.6% of our total revenues, from mobile services. In 2022, we generated revenues of NT$61.1 billion (US$2.0 billion), or 28.2% of our total revenues, from mobile services. The growth in mobile services revenue was mainly due to the subscriber numbers increase and the upsell resulting from a steady 5G migration.
21
Owing to relatively stable market competition, we drove 5G migration in a steady manner. In addition, as we focus on creating value for customers, our postpaid ARPU (excluding IoT) per month increased from NT$509 in 2021 to NT$525 in 2022, and the uplift in monthly renewal fee remains the highest among peers.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
Postpaid ARPU for mobile service |
|
|
505 |
|
|
|
509 |
|
|
|
525 |
|
We remain the largest mobile operator in Taiwan in terms of revenues and number of subscribers. We had approximately 11.0 million mobile customers, excluding IoT SIMs, and a market share of approximately 36.6% in terms of total mobile customers (excluding IoT) and approximately 39.3% in terms of total mobile services revenues in Taiwan as of December 31, 2022.
In October 2013, we obtained a 4G mobile broadband services spectrum of 10MHz paired spectrum in the 900MHz frequency band and 25MHz paired spectrum in the 1800MHz frequency band. We paid NT$39.1 billion to the government for the spectrum. The license is valid until December 31, 2030. We launched 4G mobile broadband services in May 2014.
In December 2015, we obtained an additional spectrum for 4G mobile broadband services of 30MHz paired spectrum in the 2500MHz and 2600MHz frequency bands, and we paid NT$10.0 billion to the government. The license is valid until December 31, 2033. We put these 2500MHz and 2600MHz frequency bands into use on March 24, 2016.
In November 2017, we further obtained a spectrum for 4G mobile broadband services of 5MHz paired spectrum in the 1800MHz frequency band and 20MHz paired spectrum in the 2100MHz frequency band, and we paid NT$10.9 billion to the government. The licenses are valid until December 31, 2030 and 2033, respectively.
In February 2020, we obtained a spectrum for 5G mobile broadband services of 90MHz spectrum over 3.5GHz frequency bands and 600MHz spectrum over 28GHz frequency bands, and we paid NT$48.4 billion to the government. The license is valid until December 31, 2040. We launched 5G services on June 30, 2020.
In May 2022, we obtained 900MHz band 2x10MHz bandwidth spectrum and equipment from APTG in consideration of approximately NT$1.9 billion (US$0.1 billion) to enhance network performance. The license is valid until December 31, 2030.
The following table sets forth information regarding our mobile service operations and our mobile subscriber base for the periods indicated.
|
|
As of or for the Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
Taiwan population (in thousands)(1) |
|
|
23,561 |
|
|
|
23,375 |
|
|
|
23,265 |
|
Total mobile revenues in Taiwan (in billions)(2) |
|
NT$153.7 |
|
|
NT$155.0 |
|
|
NT$160.9 |
|
|||
Annualized churn rate(3) |
|
|
12.01 |
% |
|
|
9.67 |
% |
|
|
10.82 |
% |
Minutes of usage (in millions of minutes): |
|
|
|
|
|
|
|
|
|
|||
Incoming |
|
|
5,264 |
|
|
|
4,865 |
|
|
|
4,337 |
|
Outgoing |
|
|
5,575 |
|
|
|
5,211 |
|
|
|
4,704 |
|
Average minutes of usage per user per month(4)(5) |
|
|
86 |
|
|
|
79 |
|
|
|
69 |
|
22
The total mobile customers (excluding IoT) in Taiwan had reached approximately 30.1 million as of December 31, 2022. The overall mobile services market experienced an increase of 3.8% in revenues in 2022, mainly driven by the steady 5G migration.
We offer incentives, such as mobile handset subsidies for immediate purchase, when new customers agree to sign a service contract with us or when existing customers renew their contracts with us, ranging from 12 months to 60 months.
Our tariffs for postpaid mobile customers primarily consist of usage fees and monthly fees. We also offer usage fee discounts on data traffic, voice call minutes and Hami Points, which are our membership points to offer a number of benefits, including gift redemptions and other rewards, to encourage subscription to our 5G mobile service.
As of December 31, 2022, we had approximately 1.5 million prepaid subscribers, representing approximately 11.5% of our total mobile customers. Prepaid customers do not pay monthly fees but pay a higher usage charge per second. Once the prepayment has been fully utilized, a subscriber can make additional prepayments to continue the service. Alternatively, the customer may become a postpaid subscriber while retaining the same telephone number.
Fixed-line Services
Fixed-line services are one of our principal businesses. Our fixed-line services include fixed broadband services, fixed voice services, leased line services, video services and satellite services.
Fixed broadband services: our fixed broadband services mainly consist of broadband access, data communication services and Wi-Fi services.
We provide broadband access through connections based on our FTTx and ADSL technologies. Our revenues from our broadband access services in 2020, 2021 and 2022 were NT$18.1 billion, NT$18.6 billion and NT$19.2 billion (US$0.6 billion), respectively. Over the years, we are continuously expanding our high-speed FTTx household coverage and encouraging more migration of our FTTx subscribers to higher-speed FTTx service. The following table sets forth our ARPU for each of the periods indicated.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
ARPU for broadband services per month(1) |
|
|
724 |
|
|
|
745 |
|
|
|
766 |
|
ARPU for FTTx services per month(2) |
|
|
793 |
|
|
|
812 |
|
|
|
831 |
|
Our overall broadband ARPU increased in 2020, 2021 and 2022, mainly due to the demand for broadband speed upgrades amid the work-from-home trend and stay-at-home economy, which further propelled the growth of higher-speed service adopters.
23
Our data communication service includes HiNet, our brand name as an ISP, and HiLink, a VPN service for enterprises. We are the largest ISP in Taiwan, with a subscriber market share of 58.3% among 44 ISPs in Taiwan as of December 31, 2022. As of the same date, approximately 81.9% of our broadband customers were also HiNet subscribers, using HiNet as their ISP, and 91.8% of our FTTx service customers subscribed HiNet ISP service. The following table sets forth HiNet’s subscribers as of each of the dates indicated.
|
|
As of December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
(in thousands) |
|
|||||||||
Total internet subscribers in Taiwan |
|
|
6,317 |
|
|
|
6,608 |
|
|
|
6,877 |
|
HiNet subscribers: |
|
|
|
|
|
|
|
|
|
|||
HiNet FTTx subscribers |
|
|
3,355 |
|
|
|
3,421 |
|
|
|
3,479 |
|
HiNet ADSL, dial-up, and other access technology subscribers |
|
|
595 |
|
|
|
548 |
|
|
|
533 |
|
Total HiNet subscribers |
|
|
3,950 |
|
|
|
3,969 |
|
|
|
4,012 |
|
We also provide Wi-Fi services. As of December 31, 2020, 2021 and 2022, we had a total of approximately 2.6 million, 2.9 million and 3.0 million residential and business customers that leased our access points, respectively. We also provide home Wi-Fi devices rental services, and the number of home Wi-Fi devices continued to soar by 130.1% year-over-year. We also had more than 31.6 thousand hot spots in public areas by the end of 2022.
Fixed voice services: our fixed voice services mainly consist of local telephone, domestic long distance telephone and ILD telephone services.
We are the leader of the local telephone service market, with an average subscriber market share of approximately 92.1%, 91.7% and 91.4% in 2020, 2021 and 2022, respectively. Total revenues from local telephone services comprised 11.8%, 11.3% and 10.5% of our total revenues in 2020, 2021 and 2022, respectively. This decreasing trend was mainly due to the general industry-wide trend of migrating from fixed-line services to internet telephony services and voice over internet protocol, or VoIP, applications.
We provide domestic long distance telephone services in Taiwan. Total revenues from domestic long distance telephone services comprised 1.0%, 0.9% and 0.8% of our total revenues in 2020, 2021 and 2022, respectively. This decreasing trend was mainly due to the migration to mobile services and increased use of VoIP applications.
We also provide ILD telephone services in Taiwan, primarily international direct dial services and wholesale of ILD traffic. Total revenues from ILD telephone services comprised 1.2%, 1.0% and 0.8% of our revenues in 2020, 2021 and 2022, respectively. This decreasing trend was mainly due to our strategy to reduce low-margin revenues.
Leased Line Services: We are the leading domestic leased line services provider and the leading international leased line services provider in Taiwan, primarily offering exclusive lines that allow point-to-point connection for voice and data traffic. Leased lines are used by business customers to assemble their private networks and by telecommunications service providers to establish networks to offer telecommunications services. Our leased line services mainly consist of local and domestic long distance and international leased line services.
Our local and domestic long distance leased line services revenues were NT$4.4 billion, NT$4.2 billion and NT$4.2 billion (US$0.1 billion) in 2020, 2021 and 2022, respectively. Revenues remain relatively stable year-over-year and we continue to migrate customers to higher-speed services.
Our international leased line services revenues were NT$2.2 billion, NT$2.2 billion and NT$2.4 billion (US$78.5 million) in 2020, 2021 and 2022, respectively. Revenue increased in both 2021 and 2022, mainly due to the fact that the incremental bandwidth demand was driven by the increasing usage of cloud services. We continue to experience a decline in rental fees for international leased lines, partly as a result of competition from other international leased line service providers. In response, we continue to implement marketing and service campaigns to retain our high-value corporate customers.
24
Video Services
Using video streaming technology through set-top boxes connected to our FTTx and ADSL data connections, our MOD customers can access TV shows, video on demand, OTT and other services. We have over 195 channels, including 192 high definitions, or HD, and one 4K resolution, or 4K, channels, and over 45,000 hours of on-demand programs as of December 31, 2022. In addition to our regular packaged offerings, we also offer SVoD services for film and drama. Starting from 2017, our MOD platform has successfully provided OTT services, such as KKTV and Netflix. Our OTT platform, Hami Video, also provides over 90 channels and offers a large number of selected videos, 4K broadcasts and multi-angle videos. As of December 31, 2022, we had approximately 2.0 million MOD customers, including approximately 1.2 million SVoD subscriptions and approximately 1.4 million channel subscriptions and 0.7 million Hami Video SVOD subscriptions. We continue to see upsells in our tiered pricing channel packages and digital convergence packages.
Our MOD revenues were NT$3.6 billion, NT$3.7 billion and NT$3.7 billion (US$120.9 million) in 2020, 2021 and 2022, respectively. The overall stable trend in revenue growth from 2020 to 2022 was mainly due to the successful pricing strategies and subscribers’ opts for the highest price package among the tiered pricing schemes, which further increased ARPU. We have launched optional service packages with customized subscriptions to satisfy customers’ preferences. In 2022, the main reason for the decrease in the number of customers and the slowdown in revenue growth was mainly due to reduced consumption power caused by rising inflation. We will continue to develop our customer stickiness by investing in content with higher video performance on our different platforms. This strategy enables us to maintain our leading position as the largest video platform in Taiwan.
Satellite Services
We entered into a contract with ST-2 Satellite Ventures Pte., Ltd. on March 12, 2010 to lease capacity on the ST-2 satellite. The lease term is 15 years. As our ST-2 satellite is in good operating condition, the expected lifespan is extended for another three years and three months after evaluation in 2021. Please refer to Note 39 to our consolidated financial statements included elsewhere in this annual report for further details.
In addition, we have two satellite communication centers that enable us to provide TV broadcasts, satellite VAS and backup systems in responding to major emergencies. We also provide satellite services to Southeast Asia. In November 2022, the government opened for telecommunications enterprises to register radio frequency for Ku-band and Ka-band satellite internet services, which include low earth orbit, or LEO, service. In March 2023, we entered into a new agreement with Singapore Telecommunications Limited to jointly invest in a new satellite project to upgrade and replace our aging ST-2 satellite. This collaboration enables us to provide all the services and capabilities of the current generation, together with a substantial number of improvements in service quality and capabilities.
ICT Business
By integrating various technologies, such as cloud computing, cybersecurity, big data, IoT and accelerating emerging services, we provide customized ICT total solutions to enable our business customers to improve efficiency and reducing management costs:
Our IDC is under centralized management, and we saw increasing occupancy in our highest-rated Banqiao IDC with strong potential demand. This strong potential demand has driven us to work on our next business expansion.
We are also a cloud service provider. Our CHT cloud service is a multi-cloud network convergence service. With a high-quality global network as the basis for all cloud services, it integrates our self-developed cloud service, hicloud and other public cloud services, including Amazon Web Services, Microsoft Azure, and Google Cloud Platform.
In addition, we cooperate with our subsidiary, CHT Security Co., Ltd., to provide HiNet Advanced Networks Defense System, or ANDs, and Web Application Firewall, or WAF. ANDs can combine with HiNet Security Fleet solution to upgrade users’ information systems security. We also provide Content Delivery Network, or CDN,
25
service. This service effectively speeds up content delivery on websites with high traffic. The closer the CDN server is to the user geographically, the faster the content will be delivered. We provide CDN service to internet content providers to ensure stable quality when programs are broadcasted. We will expedite CDN construction to enhance digital convergence product competitiveness. Besides, our CDN is effectively integrated with IDC. With the combined solution, our customers can place the server in IDC as the origin site, and CDN can distribute the site traffic to the internet with high efficiency and stable quality.
Taking advantage of the speed, low latency and high connection capacity of 5G technology, we also offer our enterprise customers private 5G network services. This dedicated network provides a secure and reliable connectivity solution for various industrial applications, including enterprise intranet transmission, ensuring data security and improving scalability and efficiency.
Furthermore, regarding “5G AIoT” applications, we proactively launch several vertical applications and solutions, including intelligent transportation system, iEN, intelligent video surveillance service offers, smart healthcare and eHome. Our 5G service is to accommodate a large number of IoT devices for data transmission with exceptional efficiency and stability. Our 5G service includes CVP traffic sign optimization, solar energy system management and telemedicine (virtual clinic) with low latency for rural areas.
With the advantages of big data analytics and AI technology, we provide various data-enabled services to help government agencies and enterprises in digital transformation, including building big data platforms, customizing various business intelligence and AI solutions, as well as integrating machine learning technologies.
Sales
We engage in the distribution and sales of mobile handsets and wearable devices for use on our mobile network to customers through our directly-owned stores, our online store, SENAO, and also through third-party retailers. See “Marketing Strategy—Distribution Channels” and “Sales and Distribution” in “—Marketing, Sales and Distribution.”
Interconnection
We provide interconnection of our fixed line network and mobile network with other operators.
The following table sets forth our interconnection fee revenues and costs for the periods indicated. These revenues and costs are included, depending on the nature of the call made, in domestic fixed communications or mobile communications revenues and expenses, respectively.
|
|
Year Ended December 31 |
|
|||||||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
US$ |
|
||||
|
|
|
|
|
(in billions) |
|
|
|
|
|
(in millions) |
|
||||
Interconnection fee revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed line |
|
|
0.6 |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
19.2 |
|
Mobile |
|
|
0.7 |
|
|
|
0.6 |
|
|
|
0.5 |
|
|
|
15.7 |
|
Interconnection costs: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed line |
|
|
0.5 |
|
|
|
0.4 |
|
|
|
0.4 |
|
|
|
12.5 |
|
Mobile |
|
|
1.3 |
|
|
|
0.9 |
|
|
|
0.9 |
|
|
|
28.2 |
|
The interconnection rate between fixed-line customers and other fixed-line customers is NT$0.32 per minute during peak times and NT$0.09 per minute during off-peak times. The interconnection rate for calls initiated by mobile customers to fixed-line customers has been NT$0.4349 per minute during peak times and NT$0.2059 per minute during off-peak times since January 2023. See “Item 5. Operating and Financial Review and Prospects—Overview—Tariff adjustments.”
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Our mobile interconnection revenues and costs decreased from 2020 to 2022, mainly due to the NCC mandating a mobile interconnection rate reduction over a period of three years starting from January 2021 from NT$0.571 per minute to NT$0.443 per minute and the decreasing traffic volume attributable to VoIP substitution.
Fixed interconnection costs decreased from 2020 to 2022, mainly due to the reduction of mobile interconnection rate for fixed-line-to-mobile calls and the decreasing traffic volume attributable to VoIP substitution.
In accordance with governmental regulations, the contracts governing our interconnection arrangements must specifically address a number of prescribed issues. For example, our interconnection charge should reflect our costs with respect to the network elements used. In addition, cost increases are subject to approval by the regulatory authorities. We expect that our interconnection contracts will generally be reviewed annually, although we may also enter into long-term contracts.
Marketing, Sales and Distribution
Marketing Strategy
In order to retain and expand our large customer base and to encourage our customers to increase their use of our services and products, we continue to focus our marketing strategy on the following areas.
Sales and Distribution
As of December 31, 2022, we had 17 operations offices for operations, 447 service centers and 15 customer service call centers for sales and customer service. In addition, we have simplified transaction process on our online store to improve customers’ experience, and we enhanced our service efficiency by increasing digital channel access of contactless transactions.
We also had 244 SENAO exclusive service stores as of December 31, 2022. To enhance our distribution capacity, even though our equity ownership in SENAO decreased from 31.33% as of January 15, 2007 to 28.18% as of February 28, 2023. Our investment in SENAO continues to enhance our mobile handset distribution and sales capabilities in which customers can subscribe to our broadband service, MOD service and other services at SENAO retail stores. See “Item 7. Major Stockholders and Related Party Transactions—B. Related Party Transactions” for a discussion of the agreement between the parent company and SENAO about our business cooperation.
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Competition
We face competition in virtually all aspects of our business.
Mobile Services
There are five mobile operators in Taiwan, including Chunghwa Telecom, Taiwan Mobile, Far EasTone, T-Star and APTG. All of these five operators have 4G and 5G mobile broadband licenses. Each mobile broadband network operator has been providing promotional programs to attract consumers, including unlimited data plans. In recent years, T-Star and APTG provided unlimited data plans with extremely low prices and acquired many subscribers. However, in 2022 we had an increase in our postpaid mobile subscribers because of our successful strategy in terms of 4G subscriber retention and 5G migration. Our mobile service revenue also increased due to the subscriber numbers increase and the upsell resulting from 5G migration.
In addition to the mobile network operators, there are also mobile virtual network operators, or MVNOs, which could provide mobile services by leasing the capacity and facilities of a mobile service network from a licensed mobile service provider without a spectrum allocation. However, with the implementation of the Telecommunications Management Act in 2020, the NCC’s MVNO registration is no longer mandatory, and we expect the number of MVNOs’ companies to increase.
We compete in the mobile services market primarily on the basis of premium brand, quality of service, network reliability and attractiveness of service packages. See “Network Infrastructure—Mobile Services Network” for a discussion on our advantage of mobile broadband services spectrum.
Fixed-line Services
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ICT Business
We leverage our technology capability to provide comprehensive ICT services. In terms of IDC business, we are the leading IDC service provider in Taiwan with more than 50% market share. We offer the best IDC service quality, and our major competitors include Far EasTone, Taiwan Fixed Network and Acer Cyber Security.
Our major competitors in cybersecurity include Acer Cyber Security Inc. and ISSDU Inc. in terms of cybersecurity professional services and TAIWAN-CA Inc. in terms of identification business.
Our major competitors in cloud services are cloud services resellers and system integration service providers, including eCloudvalley Digital Technology Co. Ltd, CKmates International Co. Ltd, CloudMile Inc., Nextlink Technology Inc., Acer E-Enabling Service Business Inc. and SYSTEX Corporation.
Network Infrastructure
Our network infrastructure consists of transmission networks that convey voice and data traffic, switching networks that route traffic between networks, and mobile, internet, leased line and data switching networks.
We purchase most of our network equipment from well-known international suppliers. As part of the purchase contract, these suppliers deliver and install the equipment for us. We also purchase from local suppliers a variety of components such as transmission lines, switches, telephone sets, MOD set-top boxes and radio transmitters.
Approximately 11,727 of our employees were engaged in network infrastructure development, maintenance, operations and planning as of December 31, 2022.
Transmission Networks
As of December 31, 2022, our transmission networks consisted of approximately 2.9 million fiber kilometers of fiber optic cable for trunking and approximately 12.0 million fiber kilometers of fiber optic cable for local loop.
Due to the emergence of Packet Transport Network, or PTN, technology, a cost-effective method for transmitting data services, we began the deployment of PTN in 2013. Due to the high utilization of our existing Re-configurable Optical Add-Drop Multiplexer, or ROADM, network, we began to introduce Optical Transport Network, or OTN, to meet the demand of 100G wavelength services in 2014. After completing a trial of per-wavelength transmission rates of 200 Gbps, we began to introduce the technology of 200 Gbps per wavelength in our OTN network in 2018. We had deployed 846 100 Gbps-wavelength and 312 200 Gbps-wavelength in the OTN network and 19,185 GbEs in the PTN network by the end of 2022.
As part of our strategic focus on the internet and data markets, our local loop connections mainly adopt FTTx technology. This enables us to provide broadband services, such as MOD, high-speed internet access and VPN. As of December 31, 2022, we have constructed approximately 11.5 million FTTx ports. Our FTTx service can offer high-speed broadband access rates up to 2 Gbps. For low bandwidth demand, we use ADSL technology to provide the internet connection services to our customers.
Switching Networks
Domestic telecommunications network. Our domestic public switched telephone network currently consists of 19 message areas connected by a long distance network. As of December 31, 2022, we had 38 long distance exchanges, which were interconnection points between our telecommunications network and approximately 12.8 million telephone lines, which reached virtually all homes and businesses in Taiwan.
We currently have intelligent networks installed over our public switched telephone networks for our domestic long distance and international networks, as well as a local intelligent network mainly in the Taipei, Taichung and Kaohsiung metropolitan areas. Our intelligent network is designed to facilitate the use of VAS by providing more information about calls and allowing greater management of those calls.
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As of December 31, 2022, our Next Generation Network, or NGN, core network capacity consisted of 5,911,000 local telephone subscribers, comprising 5,175,000 Session Initiation Protocol-based, or SIP-based, and 736,000 Access Gateway-based, or AG-based, subscribers.
Our NGN Managed IP backbone network consists of an inner core network and an outer core network. By the end of 2022, we owned 12 sets of 4Tbps switch routers for the inner core network and more than 34 sets of 4Tbps/1.6Tbps switch routers for the outer core network, and the bandwidth of the network was approximately 2,060 Gbps. We believe this network will enable us to meet the increasing demand for NGN services, such as VoIP, and all managed services, including MOD and VPN.
International network. Our international infrastructure consists of multiple submarine cables, transmission networks, voice GWs and IP networks, which provide IPLC, IPVPN, Voice and Internet transit service to connect Taiwan and worldwide.
In 2018, we started to build the Southeast Asia-Japan 2 Submarine Cable, or SJC2, with several Asian telecom companies. The cable features up to seven pairs of high-capacity optical fiber with a total capacity of 126 Terabits per second. Its high capacity allows it to support high bandwidth intensive requirements, such as IoT, robotics, analytics and AR or VR applications. In 2021, we joined another consortium cable called APRICOT to further lay a solid cornerstone for Chunghwa Telecom’s international business plan in the Asia-Pacific region. As of December 31, 2022, we had invested in 32 submarine cables, 13 of which landed in Taiwan. The total invested capacity has reached more than 26 Tbps.
Mobile Services Network
Our mobile services network consists of:
In May 2014, we launched our 4G mobile broadband services with 10MHz paired spectrum in the 900MHz frequency band and 25MHz paired spectrum in the 1800MHz frequency band. In December 2015, we obtained an additional spectrum for 4G mobile broadband services of 30MHz paired spectrum in the 2500MHz and 2600MHz
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frequency bands. In November 2017, we further obtained a spectrum for 4G mobile broadband services of 5MHz paired spectrum in the 1800MHz frequency band and 20MHz paired spectrum in the 2100MHz frequency band.
In February 2020, we acquired 5G spectrums allocated 90MHz bandwidth in the 3.5GHz frequency band and 600MHz bandwidth in the 28GHz frequency band. In June 2020, we launched 5G mobile broadband services. We use C-RAN architecture to enhance 5G RAN performance and reduce network maintenance costs. In May 2022, we acquired 10MHz paired spectrum in the 900MHz frequency band from Asia Pacific Telecom Co., Ltd. We currently own 40MHz spectrum in the 900MHz frequency band, 60MHz spectrum in the 1800MHz frequency band, 40MHz spectrum in the 2100MHz frequency band, 60MHz spectrum in the 2600MHz frequency band, 90MHz spectrum in the 3500MHz frequency band, and 600MHz spectrum in the 28GHz frequency band, which may provide higher data transmission rates.
We have also installed an intelligent network on our existing mobile services network infrastructure, which enables us to provide additional functions, such as prepaid and VPN services as well as a wide range of VAS.
Internet Network
HiNet, our internet service provider, has the largest internet access network in Taiwan, with 30 points of presence, approximately 3.7 million broadband subscribers and a backbone bandwidth of approximately 18,733 Gbps as of December 31, 2022. We aim to increase HiNet’s points of presence and backbone bandwidth to approximately 22,533 Gbps by the end of 2023.
HiNet’s broadband backbone network consists of an inner core network and an outer core network. We had a high-speed internet protocol backbone network by the end of 2022 with 16 sets of 46Tbps/28.8Tbps/10.24Tbps switch routers for the inner core network and more than 46 sets of 28.8Tbps/10.56Tbps/5.28Tbps/2.64Tbps switch routers for the outer core network. We also built CDN to meet the needs of Internet/OTT services. Our CDN consists of 20 domestic and five overseas point-of-presences and the total capacity is approximately 3,380 Gbps as of December 31, 2022. We believe these networks will enable us to meet the increasing demand for our internet services.
HiNet’s total international connection bandwidth is 3,829 Gbps as of December 31, 2022. As we expect that internet traffic flows to and from the U.S. will continue to increase, we have been continuously expanding our bandwidth to the U.S. We also endeavor to increase our links to other countries, including Japan, Korea, Hong Kong, Singapore, Mainland China, Malaysia, Thailand, the United Kingdom, Germany and the Netherlands.
Leased Line and Data Switching Networks
We operate leased line networks on both a managed and unmanaged basis. In addition, we operate a number of switched digital networks used principally for the provision of packet-switched, frame relay, asynchronous transfer mode technology and a multi-protocol label switching internet protocol VPN. As of December 31, 2022, we had 255 frame relay ports, 716 asynchronous transfer mode ports and approximately 152,624 multi-protocol label switching internet protocol VPN virtual ports.
Our data networks support a variety of transmission technologies, including frame relay, asynchronous transfer mode and Ethernet technology. We have also built up our HiLink VPN that combines internet protocol and asynchronous transfer mode technologies. The advantage of HiLink VPN based on multi-protocol label switching technology is that it can carry different classes of services, such as video, voice and data, together to provide services with various qualities of service, high-performance transmission and fast-forward solution in an enhanced security network. HiLink VPN can be accessed by xDSL/FTTx/NG-SDH and can include built-in mechanisms that can deal with overlapping internet protocol addresses. Therefore, the network potentially is less costly and requires less management for business applications.
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Cybersecurity and Personal Information Protection
In order to ensure full security of our critical infrastructure and critical information infrastructure, we referenced Cybersecurity Framework, or CSF, of the National Institute of Standards and Technology in the U.S., as well as domestic and international standards and regulations, including the Administration Regulations of Cyber Security on Telecommunications Business, Cyber Security Management Act, Personal Information Protection Act, General Data Protection Regulation, or GDPR, BS10012, ISO27001, ISO27011, to establish our Cyber Security and Privacy Protection Risk Management Framework.
Our risk management committee tracks and manages risk control issues of cybersecurity and privacy protection on a monthly basis. When a risk level has reached a greater extent than risk appetite and an early warning is required, or where there is a major crisis, the convener of our risk management committee will report to our audit committee in a timely fashion and, if necessary, report to our board of directors accordingly. Since 2021, we have arranged and been covered by data protection insurance to prevent potential major financial losses from cyber security incidents and safeguard the rights of our customers and investors. In 2022, we had not been subject to any punishment due to cybersecurity, and there were no incidents of material risks arising from cybersecurity or personal information protection.
Our Senior Executive Vice President of Business serves as the Chief Information Security Officer, or CISO, and Data Protection Officer, or DPO, and formed an unit with Cyber Security Department, to (i) align regulations with technology advancement for new business development, (ii) coordinate the overall cybersecurity policy, (iii) enact and amend required security specifications, (iv) utilize equipment for centralized security monitor (v) defense and mitigate enterprise security risks, (vi) accelerate new business development, and (vii) provide customers with a secure and reliable digital ecosystem.
To prevent increasing cyber risks and threats, we have established CHT SOC, which is responsible for security controls, and threats of smart detection and intelligence, quick incidents response since 2013. Key sequential measures are described below:
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We evaluate security governance based on risk management orientation and formulate annual key security measures and key performance indicators based on external trends, such as regulations, security threats, international standards, development trend, and internal risk assessment results, including internal and external audits, our SOC threats detected, crisis resolution and review, and incorporate them into our employees’ performance assessments. We review and adjust the security strategy, policy and procedures regularly, and comply with internal and external audits. We are required to pass government administrative security and privacy protection check and obtain third parties certifications, such as ISO 27001, ISO 27011, BS10012, CSA STAR Certification. For more information, please visit the websites at: https://www.cht.com.tw/en/home/cht/esg/customer-care/cybersecurity (cybersecurity); https://www.cht.com.tw/en/home/cht/esg/customer-care/privacy-protection/customer-privacy-policy (privacy protection). The information contained on our website is not incorporated herein by reference and does not constitute part of this annual report.
Property, Plant and Equipment
Our property, plant and equipment consist mainly of telecommunications equipment, land and buildings located throughout Taiwan. Although we have a significant amount of land and buildings throughout Taiwan, most of our properties are for operational use and only a small part of them are for investment purposes, which were classified as “investment properties” in our consolidated financial statements included in this annual report. Notes 16 and 18 to our consolidated financial statements, included elsewhere in this annual report, provide additional details as to our “Property, plant and equipment” and “Investment properties,” respectively. See “Item 3. Key Information—D. Risk Factors— Risks Relating to Our Company and the Taiwan Telecommunications Industry—Our ability to deliver services may be disrupted due to systems failures, network shutdowns, earthquakes or other natural disasters” for a discussion of environmental issues that may affect utilization of our assets.
We continue to revitalize our own assets through rental income focused strategies and explore development opportunities to increase the value of our land and buildings. We completed a staff dormitory in Taoyuan City in December 2021 to attract and retain outstanding human resources, and we are also developing a commercial building in Nangang, Taipei City. We received approximately NT$1.0 billion (US$33.2 million) in rental income from properties in 2022.
Insurance
We do not carry comprehensive insurance for our properties or any insurance for business disruptions. We do, however, maintain in-transit insurance for key materials, such as cables, equipment and equipment components. We do not carry insurance for the ST-2 satellite since we only lease it for our operations instead of owning the satellite.
Employees
Please refer to “Item 6. Directors, Senior Management and Employees—D. Employees” for a discussion of our employees.
Our Pension Plans
Currently, we offer two types of employee retirement plans—our defined contributions plan and defined benefits plan—which are administered in accordance with the Republic of China Labor Standards Act and the Republic of China Labor Pension Act.
Legal Proceedings
From time to time, we are involved in various legal and arbitration proceedings of a nature considered to be in the ordinary course of our business. It is our policy to provide for reserves related to these legal matters when it is probable that a liability has been incurred and the amount is reasonably estimable. From time to time, we have also been assessed fines by various government agencies, such as the NCC and FTC, but none of these fines has had a significant effect on our financial condition or results of operations.
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Except as disclosed in our annual report, we believe that we have not been involved in any legal or arbitration proceedings during 2020, 2021 and 2022 that would have a significant effect on our financial condition or results of operations; however, we cannot give you any assurance with respect to the ultimate outcome of any asserted claims against us or legal or arbitration proceedings involving us.
Capital Expenditures
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures” for a discussion of our capital expenditures.
Enforceability of Judgments in Taiwan
We are a company limited by shares and incorporated under the ROC Company Act. All of our directors, executive officers and some of the experts named in this annual report are residents of Taiwan and a substantial portion of our assets and the assets of those persons are located in Taiwan. As a result, it may not be possible for investors to effect service of process upon us or those persons outside of Taiwan, or to enforce against them judgments obtained in courts outside of Taiwan. We have been advised by our ROC counsel that in their opinion any final judgment obtained against us in any court other than the courts of the ROC in connection with any legal suit or proceeding arising out of or relating to the ADSs will be enforced by the courts of the ROC without further review of the merits only if the court of the ROC in which enforcement is sought is satisfied that:
A party seeking to enforce a foreign judgment in the ROC would, except under limited circumstances, be required to obtain foreign exchange approval from the Central Bank of the Republic of China (Taiwan) for the remittance out of the ROC of any amounts exceeding US$100,000 or its equivalent recovered in respect of such judgment denominated in a currency other than NT dollars.
Regulation
Regulatory Authorities
Prior to March 1, 2006, we were under the supervision of the MOTC and the Directorate General of Telecommunications. On March 1, 2006, the NCC was formed in accordance with the National Communications Commission Organization Act, which was intended to transfer regulatory authority over the Taiwan telecommunications industry from the MOTC and the Directorate General of Telecommunications to the NCC.
Under the National Communications Commission Organization Act, the NCC was comprised of seven commissioners, which are full-time positions. The premier of the Executive Yuan shall nominate the commissioners and appoint one of them to serve as chairperson, and one as vice chairperson. The nomination shall be approved and appointed by the Legislative Yuan. The tenure of the commissioners is four years, and the commissioners may be re-appointed to serve a consecutive term.
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On August 27, 2022, the Ministry of Digital Affairs was launched to partly take over the administrative authorities formerly held by the NCC, the MOTC and the Executive Yuan, and the Organizational Act of the Ministry of Digital Affairs was enforced on the same day.
Telecommunications Management Act
Due to the rapid development of the borderless internet application services and the rapid evolution of network technology, the regulatory framework of the Telecommunications Act and relevant regulations thereunder can no longer meet the need of the telecommunications industry, and may even restrain the digital convergence and innovation of the telecommunications industry. Therefore, the Telecommunications Management Act, or the TMA, and relevant regulations thereunder were enacted, which adopt an “administration by activity” model, to dissolve the regulatory framework of the Telecommunications Act and relevant regulations thereunder, which adopts an “administration by business” model and the concession approval system.
The TMA was passed by the Legislative Yuan on May 31, 2019 and promulgated by the President on June 26, 2019. The Executive Yuan issued an ordinance on June 29, 2020 to set the effective date of the TMA (excluding certain articles regarding frequency allocation) on July 1, 2020, and issued an ordinance on October 22, 2020 to set the effective date of the remaining articles of the TMA regarding frequency allocation on November 1, 2020. According to the TMA, within three years upon the enforcement thereof, the existing telecommunications enterprises shall register themselves with the NCC for the transition into being governed by the TMA. We filed an application for the aforementioned transition registration on July 31, 2020, and the application was approved by the NCC on September 30, 2020. With respect to Type I telecommunications enterprises that have been designed as dominant market players according to the Telecommunications Act before the enforcement of the TMA and related implementation measures, from the period between the TMA taking effect and the competent authority determining their significant position in the specific market and hence adopting special control measures therefor based on the TMA, the competent authority still supervises them in accordance with the Telecommunications Act and implementation measures thereof. As we were declared by the former competent authority MOTC as a dominant Type I service provider for fixed-line services, we were constrained in our ability to raise prices, and we must not engage in the following activities:
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The impacts caused by the enforcement of the TMA on us and the telecommunications industry include: (i) reducing the entry barrier to the telecommunications markets by changing the original concession/approval system to the registration system, which spurs the competition of the market; (ii) loosening unnecessary restrictions. General enterprises shall have only ordinary obligations to the minimum necessary extent, provided that certain enterprises with significance in the specific telecommunications service markets will be subject to more stringent control measures. Since we may be regarded as an enterprise with significance in the specific telecommunications service markets, we will be required to bear more stringent obligations; (iii) restricting the right of telecommunications enterprises to use private lands and buildings. Only where the telecommunications infrastructure of a public switched telecommunications network cannot be established without passing through private lands or buildings or can be established with an enormous amount of money, the establishment may be made by passing through private lands or buildings on the premise of selecting the least harmful location and manner; and (iv) opening up domestic roaming, frequency transferring, frequency leasing, frequency lending or frequency sharing mechanisms, which allows the telecommunication enterprises to use spectrums and conduct network constructions more flexibly and changes the competition status of the telecommunications market. The main provisions of the Telecommunications Management Act are summarized as follows:
Reducing the entry barrier to the telecommunications market:
The Telecommunications Management Act reduces the entry barrier to the telecommunications market by changing the concession approval system to the registration system. According to the Telecommunications Management Act, telecommunications service providers with any of the following activities shall register as a telecommunications enterprise with the competent authority:
However, if any telecommunications service provider fails to make the aforementioned registration, the only consequence is that it will not be granted the rights provided under the Telecommunications Management Act.
Specifying the obligations of telecommunications enterprises:
The TMA categorizes the obligations of telecommunications enterprises into three levels: general obligations, special obligations and designated obligations:
The obligations borne by all the telecommunications enterprises that have filed the registration with the NCC include:
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The obligations borne by the telecommunications enterprises that are granted specific resources or determined by the NCC include:
In order to fulfill the need of policy or competent laws and regulations, relevant competent authorities may designate the telecommunications enterprises which meet certain conditions to take relevant necessary measures, including disaster prevention and assistance, communication security and surveillance, protection of the rights and interests of the people with disabilities and the telecommunications universal services.
To meet the need of the rapid-changing market and ensure effective competition in the telecommunications service market, the enterprises under control are changed from dominant market players to the enterprises with significance in the specific telecommunications service market, which are subject to different levels of corrective actions according to the Telecommunications Management Act.
The NCC is entitled to adopt control measures for those with market significance in the specific telecommunications service market if necessary, including:
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We may be regarded as the enterprise with significance in the specific telecommunications service market. If so, the aforementioned control measures may be levied on us.
The opportunity of accessing to and using information may be different due to gender, race, class, geographic area of residence or other factors, which is called the digital divide.
The Telecommunications Management Act tries to resolve the problem caused by the digital divide from the following aspects by opening the market, introducing competition and new technology and continuing the promotion of telecommunications universal service:
The Telecommunications Management Act removes the restriction on telecommunications network construction imposed by the Telecommunications Act and allows enterprises to establish the telecommunications networks that meet their business needs and develop new technology and equipment.
To ensure the security of network and information, in addition to the PSTN where telecommunications resources including frequency and telecommunications number is used, the telecommunications network where no telecommunications resource is used while telecommunications services are actually provided based on the network-to-network characteristic of the internet, such as iTaiwan, is also regarded as the PSTN, and are both subject to a unified cyber security standard. Besides, there are some protection obligations relating to the establishment of PSTN and the provision of telecommunications services specified in the Telecommunications Management Act, including using the telecommunications equipment that complies with national security concerns and cyber security standards, establishing the equipment for the performance of communication surveillance, adopting cyber security protection plan and ensuring the security of critical telecommunications infrastructure, to ensure and maintain national security, cyber security and public security.
The Telecommunications Management Act changes the method of frequency allocation specified in the Telecommunications Act, allowing the competent authority to allocate frequency by auction, open tender or other appropriate methods according to the characteristic and purpose of use of the frequency.
As a result, the efficiency of the use of frequency can be improved, the development of radio technology can be ensured, and the development of new technology and services of communications can be encouraged.
Fair Trade Act
According to the TMA, to ensure effective competition in the telecommunications service market, the competent authority is entitled to adopt control measures for those with market significance in the specific telecommunications service market if necessary, including ordering those enterprises to disclose necessary information, conditions, procedures and expenses in terms of interconnection, network access components or use of telecommunications infrastructure; prohibiting those enterprises from making discrimination, setting the service fee that may cause a cross-subsidy, price squeeze or any other abuse of power and hence impede fair competition (including doing so for the subsidiaries, affiliates or partners thereof ); requesting those enterprises to provide interconnection, network access components or relevant telecommunications infrastructure; ordering those enterprises to draw up and publish a template agreement related to the provision of interconnection or network access.
By comparison to the TMA, the Fair Trade Act, or the FTA, plays a more comprehensive role in regulating all matters relating to competition between enterprises. The Fair Trade Act seeks to deter and prevent anti-competitive conduct by granting the Fair Trade Commission’s powers to investigate and to impose penalties.
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The FTA is administered and enforced by the Fair Trade Commission, or the FTC, which has independent administration rights granted to it under the Fair Trade Act and is empowered to impose disciplinary actions for fair trade matters. The Fair Trade Commission may initiate an investigation either on its own account in accordance with its discretion granted by the Fair Trade Act or upon receipt of a complaint.
Regulation on Telecommunications Enterprise with Monopoly Status
The term “monopoly” used in the FTA refers to the circumstance where an enterprise conducts its business operation in a relevant market without facing any competition or where an enterprise is able to dominate the relevant market and block competition in the market. If there are two or more enterprises within the same market that do not engage in any price competition with each other, the whole group of non-competing enterprises should be deemed as a single monopoly enterprise in the market.
The FTC has the ultimate discretion to consider an enterprise as a monopolistic enterprise upon any other events evidencing such enterprise’s capability to affect the supply and demand in relevant markets or eliminate competition.
Under the FTA, any enterprise with monopoly status is prohibited from engaging in any of the following activities:
If the FTC finds an enterprise liable for violation of regulations governing monopoly, the FTC could impose a monetary fine of not more than NT$100,000,000 each time and order such enterprise to cease such wrongdoing, rectify the conduct or take any necessary corrective action. If the FTC finds such violation serious, it may further impose a monetary fine exceeding NT$100,000,000 but up to 10% of the total sales of the enterprise in the preceding fiscal year. Furthermore, the responsible person of such enterprise who engaged in such wrongdoing may be sentenced to imprisonment of not more than three years if the enterprise fails to follow FTC's order to cease the wrongdoing, rectify the conduct or take any necessary corrective action.
Regulations on Concerted Action (Cartel) in Telecommunication Industry
The term “concerted action (cartel),” as used in the FTA, means the competing enterprises at the same production and/or marketing stage, by means of contract, agreement or any other form of mutual understanding, jointly determine the price of goods or services, quantity, technology, products, facilities, trading counterparts, or trading territory with respect to such goods and services, or any other behavior that restrict each other’s business activities, resulting in an impact on the market function with respect to production, trade in goods, or supply and demand of services. The FTC may assume a concerted action exists based on the market condition, the feature of goods or services, cost and profit, and the economic feasibility for enterprises to conduct concerted action.
Under the FTA, enterprises are prohibited from engaging in any concerted actions unless the FTC holds the concerted action may be beneficial to the overall economy and public interest.
If the FTC finds an enterprise liable for violation of regulations governing concerted action (cartel), the FTC could impose a monetary fine of not more than NT$100,000,000 each time and order such enterprise to cease such wrongdoing, rectify the conduct or take any necessary corrective action. If the FTC finds such violation is serious, it may further impose a monetary fine exceeding NT$100,000,000 but up to 10% of the total sales of the enterprise in the preceding fiscal year. Furthermore, the responsible person of such enterprise who engaged in such wrongdoing may be sentenced to imprisonment of not more than three years if the enterprise fails to follow FTC's order to cease the wrongdoing, rectify the conduct or take any necessary corrective action.
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Regulations on Restrict Competition in Telecommunication Industry
The FTA prohibits any enterprise from conducting any of the following activities that may restrict competition:
If any enterprise violates the regulations governing unfair competition, the FTC may order it to cease therefrom, rectify its conduct or take necessary corrective action within the time prescribed in the order; in addition, the FTC may assess upon such enterprise an administrative fine of not less than NT$100,000 nor more than NT$50,000,000. Should such enterprise fail to cease therefrom, rectify the conduct or take any necessary corrective action after the lapse of the prescribed period, the FTC may continue to order such enterprise to cease therefrom, rectify the conduct or take any necessary corrective action within the time prescribed in the order, and each time may successively assess thereupon an administrative fine of not less than NT$200,000 nor more than NT$100,000,000 until its ceasing therefrom, rectifying its conduct or taking the necessary corrective action.
Regulations on the Representations or Symbols Used by Telecommunications Enterprises on Goods or in Advertisement
The FTA prohibits any enterprise from making or using false or misleading representations or symbols as to price, quantity, quality, content, production process, production date, valid period, method of use, purpose of use, place of origin, manufacturer, place of manufacturing, processor, place of processing on goods, or any items which attract customers or in advertisements, or in any other way making known to the public.
If an enterprise violates the applicable provisions under the FTA that prohibit false or misleading representations, the FTC may order it to cease therefrom, rectify its conduct or take necessary corrective action within the time prescribed in the order; in addition, the FTC may assess upon such enterprise an administrative fine of not less than NT$50,000 nor more than NT$25,000,000. Should such enterprise fail to cease therefrom, rectify the conduct or take any necessary corrective action after the lapse of the prescribed period, the FTC may continue to order such enterprise to cease therefrom, rectify the conduct or take any necessary corrective action within the time prescribed in the order, and each time may successively assess thereupon an administrative fine of not less than NT$100,000 nor more than NT$50,000,000 until its ceasing therefrom, rectifying its conduct or taking the necessary corrective action.
Personal Information Protection Act
Under the Personal Information Protection Act, or PIPA, every individual or governmental or non-governmental agencies, including us, should be subject to certain requirements and restrictions for collecting, processing or using personal data. The definition of “personal data” is extended to cover a broad scope, including the name, date of birth, ID number, special features, fingerprints, marital status, family, education, occupation, medical records, medical history, genetic information, sex life, health examination report, criminal records, contact information, financial status, social activities, and any other data which is sufficient to directly or indirectly identify a specific person. If we fail to comply with the PIPA, we may be subject to serious punishment for civil claims, criminal offenses and administrative liabilities: the ceiling of the aggregate compensation amount for damages payable in a single case will be up to NT$200 million or the actual value of loss arising from our violation provided the amount of actual value of such loss is higher than NT$200 million; the defendant may be subject to imprisonment of up to five years; and the penalty for administrative liabilities will be up to NT$500,000 for each violation, and may be imposed consecutively if such violation continues.
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Corporate Responsibilities: Environmental, Social and Governance (ESG) Initiatives
We are dedicated to sustainable environmental, social practices and responsible governance activities. We established a Corporate Social Responsibility Committee in 2006 and were the first telecommunications service provider in Taiwan to release annually published corporate social responsibility (CSR) reports as early as 2008. Over the years, our CSR initiatives have won a number of domestic and international CSR awards. In 2021, we restructured the Corporate Social Responsibility Committee into the Sustainability Development Committee to reflect the United Nations’ Sustainable Development Goals. The Sustainability Development Committee was tasked to develop our ESG strategy and comply with the vision and mission of our sustainability development. In 2022, we held two half-year meetings chaired by our Chairman and four quarterly meetings chaired by our President to closely monitor our ESG goals. We currently focus our ESG efforts and have performed on the following key areas:
Environmental Sustainability
We monitor and seek to incorporate environmental sustainability practices and principles in our operations, products and supply chain. Our environmental sustainability initiatives mainly include:
Social Responsibility
We are committed to leveraging our technologies and capabilities to practice digital empowerments and providing a safe and healthy work environment to our employees and further contributing to our society. It mainly includes:
41
Corporate Governance
Our governance practices serve an essential role in our ability to conduct our operations responsibly and ethically. Our governance practices mainly include:
42
For further information on our ESG initiatives, please visit our annual Sustainability ESG Report, publicly available on our ESG website at: https://www.cht.com.tw/en/home/cht/esg/esg-report/sustainability-esg-report. The information contained on our website is not incorporated herein by reference and does not constitute part of this annual report.
C. Organizational Structure
Set forth below is a diagram indicating our organizational structure as of March 31, 2023. Please refer to Exhibit 8.1 for the subsidiaries’ jurisdiction of incorporation.
D. Property, Plant and Equipment
Please refer to “—B. Business Overview” for a discussion of our property, plant and equipment.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
43
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion of our financial condition and results of operations together with the consolidated financial statements and the notes to such statements included in this annual report.
For the convenience of readers, NT dollar amounts used in this section for, and as of, the year ended December 31, 2022 have been translated into U.S. dollar amounts using US$1.00=NT$30.73, set forth in the statistical release of the Federal Reserve Board on December 30, 2022. The U.S. dollar translation appears in parentheses next to the relevant NT dollar amount.
Overview
A number of recent and expected future developments have had, and in the future may have, a material impact on our financial condition and results of operations. These developments include:
Each of these developments is discussed below.
Changes in our revenue composition and sources of revenue growth
Beginning in January 2022, we redefined our five operating segments, i.e., (i) domestic fixed communications business, (ii) mobile communications business, (iii) internet business, (iv) international fixed communications business and (v) others, into four operating segments, i.e., (i) consumer business, (ii) enterprise business, (iii) international business, (iv) others. Operating segments are defined as components of an entity regarding which discrete financial information is available for regular evaluation of the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. For comparison purposes, segment information for the years ended December 31, 2020 and 2021 has been changed to conform to the segment disclosures for the year ended December 31, 2022.
The table below sets forth the revenues from our principal lines of business as a percentage of total revenues for the periods indicated.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Consumer Business |
|
|
60.7 |
% |
|
|
61.7 |
% |
|
|
60.9 |
% |
Enterprise Business |
|
|
33.8 |
|
|
|
32.9 |
|
|
|
33.3 |
|
International Business |
|
|
3.0 |
|
|
|
2.9 |
|
|
|
3.3 |
|
Others |
|
|
2.5 |
|
|
|
2.5 |
|
|
|
2.5 |
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
44
Our consumer business has been an important source of revenue over the last three years. We derive our consumer business revenue from mobile service, fixed-line service, sales and other services. Revenues from our consumer business increased as a percentage of our total revenue in 2021, mainly attributable to (i) the increase of sales revenue, primarily due to the increase in the average unit price of handsets and (ii) the increase of mobile service revenue, primarily due to the increases of postpaid subscriber numbers and steady 5G migration. Revenue from our consumer business decreased as a percentage of our total revenue in 2022, mainly attributable to a decrease in sales revenue, primarily due to the impact of the unstable supply of smartphones caused by the COVID-19 epidemic, partially offset by the increase in mobile service revenue.
Our enterprise business has also significantly contributed to our revenues over the last three years. We derived our enterprise business revenues from mobile service, fixed-line service, ICT business and other services. Revenues from our enterprise business slightly decreased as a percentage of our total revenue in 2021, mainly attributable to the higher basis of ICT business revenues recognized from large government ICT projects in 2020, partially offset by the increase in fixed broadband revenue and mobile service revenue. Revenue from our enterprise business slightly increased as a percentage of our total revenue in 2022, mainly attributable to the increase in mobile 5G migration, ICT projects related to energy, COVID-19 quarantine-related SMS messages, green IDC and cloud services, partially offset by a decrease in fixed-line services revenue.
Our international business has been another important source of revenue over the last three years. We derived our international business from fixed-line service, ICT business and other services. Our international business gradually increased as a percentage of our total revenue from 3.0% to 3.3% from 2020 to 2022, mainly attributable to the rising demand for ICT services, especially for services such as IDC and cloud services from global clients.
Our other revenues remain flat from 2020 to 2022, mainly due to the contribution from one of our subsidiaries, CHPT, a semiconductor testing company.
Tariff adjustments
We adjust our tariffs and offer promotional packages from time to time primarily in response to market conditions. We also from time to time are required to adjust our pricing in line with domestic regulations.
On March 5, 2020, the NCC announced a round of tariff reductions effective from April 1, 2020 to March 31, 2024. This round of reduction plan applied to the wholesale tariffs for IP peering and domestic leased line services, which was subject to a reduction by ∆CPI-7.48%, and to the monthly fees for xDSL and FTTx services (excluding ADSL, the services with downlink speed of 12 Mbps and below, and the services with downlink speeds of 300 Mbps and over), which was subject to a reduction by ∆CPI-2.15%. The ∆CPI for 2021 that was used for the tariff reduction starting from April 1, 2022 was 1.96%. The ∆CPI for 2022 that was used for the tariff reduction starting from April 1, 2023 was 2.95%. We do not expect such tariff reduction to have a material adverse impact on our results of operations.
On December 14, 2020, the NCC determined that, starting from January 2021, our tariff in the mobile interconnection fees should be reduced from NT$0.571 per minute to NT$0.443 per minute in three years. On September 26, 2018, the NCC approved our new fixed communications network interconnection fees. The interconnection fees for local telephone and domestic long distance telephone remained the same, while the interconnection fees from mobile network to local telephone decreased, from NT$0.4851 to NT$0.4383 per minute during peak times and from NT$0.2531 to NT$0.2148 per minute during off-peak times. The tariff was effective from January 1, 2019 to December 31, 2022. Recently, on December 16, 2022, the NCC further determined that, since January 2023, our interconnection rate between fixed-line customers and other fixed-line customers is NT$0.32 per minute during peak times and NT$0.09 per minute during off-peak times. The interconnection rate for calls initiated by mobile customers to fixed-line customers has been NT$0.4349 per minute during peak times and NT$0.2059 per minute during off-peak times.
Besides the mandatory tariff reduction mentioned above, we, from time to time, voluntarily implemented tariff adjustments in our broadband and mobile businesses in the past few years to consolidate our market share.
45
Capital expenditures as a result of technological advancements and changes in our business
In recent years, we have focused on modernizing and upgrading our mobile services network and on developing our FTTx network, which enables transmission of digital information at a high bandwidth over fiber loops. Our priority is to construct fiber networks in new buildings and areas with demand for 300 Mbps and above (up to 2 Gbps) per household and 10 Gbps for enterprises in the near future. Our long-term goal is to optimize our capital expenditures by focusing on investing in infrastructures to support innovative products and services with attractive return profiles. We evaluate our investment opportunities by benchmarking them against internal return requirements.
Personnel expenses
Personnel expenses constitute a significant portion of our operating costs and expenses. In 2020, 2021 and 2022, personnel expenses represented 27.0%, 27.1% and 26.9% of our total operating costs and expenses, respectively. The table below sets forth information regarding our personnel expenses and as a percentage of our total operating costs and expenses for the periods indicated.
|
|
Year Ended December 31 |
|
|||||||||||||||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||||||||||||||
|
|
(in billions of NT$, except percentages) |
|
|||||||||||||||||||||
Total personnel expenses |
|
|
45.0 |
|
|
|
27.0 |
% |
|
|
44.7 |
|
|
|
27.1 |
% |
|
|
45.7 |
|
|
|
26.9 |
% |
Total operating costs and expenses |
|
|
166.8 |
|
|
|
100.0 |
% |
|
|
165.2 |
|
|
|
100.0 |
% |
|
|
170.0 |
|
|
|
100.0 |
% |
At the time of our privatization, we settled all of our then existing defined benefit pension obligations in full. After completing our privatization on August 12, 2005, all of our continuing employees were deemed to have commenced employment as of August 12, 2005 for seniority purposes under our pension plans in effect after privatization. Under applicable ROC regulations, upon our privatization, the MOTC assumed the obligation to make annuity payments to all of our employees that retired before our privatization.
Taxation
The income tax rate for profit-seeking enterprises is 20% in the ROC. We benefit from tax incentives, including tax credits of up to 15% of some of our research and development expenses in accordance with the Statute for Innovating Industries. In addition, after-tax earnings not distributed to stockholders as dividends in the following year were assessed with a 5% unappropriated earnings tax. Under IFRSs, the 5% tax on unappropriated earnings is accrued during the year the earnings arise and adjusted to the extent that distributions are approved by the stockholders in the following year. As a result, our effective tax rates were 19.6% and 19.8% in 2021 and 2022, respectively.
46
A. Operating Results
The following table sets forth our revenues, operating costs and expenses, income from operations and other financial data for the periods indicated.
|
|
Year Ended December 31 |
|
|||||||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
US$ |
|
||||
|
|
|
|
|
(in billions) |
|
|
|
|
|||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consumer Business |
|
|
126.1 |
|
|
|
129.9 |
|
|
|
132.1 |
|
|
|
4.3 |
|
Enterprise Business |
|
|
70.2 |
|
|
|
69.3 |
|
|
|
72.1 |
|
|
|
2.4 |
|
International Business |
|
|
6.1 |
|
|
|
6.1 |
|
|
|
7.2 |
|
|
|
0.2 |
|
Others |
|
|
5.2 |
|
|
|
5.2 |
|
|
|
5.3 |
|
|
|
0.2 |
|
Total revenues |
|
|
207.6 |
|
|
|
210.5 |
|
|
|
216.7 |
|
|
|
7.1 |
|
Operating costs |
|
|
137.0 |
|
|
|
135.1 |
|
|
|
136.7 |
|
|
|
4.5 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing |
|
|
20.9 |
|
|
|
21.0 |
|
|
|
22.8 |
|
|
|
0.8 |
|
General and administrative |
|
|
5.0 |
|
|
|
5.3 |
|
|
|
6.6 |
|
|
|
0.2 |
|
Research and development |
|
|
3.9 |
|
|
|
3.7 |
|
|
|
3.8 |
|
|
|
0.1 |
|
Expected credit loss |
|
|
— |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
— |
|
Total operating expenses |
|
|
29.8 |
|
|
|
30.1 |
|
|
|
33.3 |
|
|
|
1.1 |
|
Other income and expenses |
|
|
1.6 |
|
|
|
(0.4 |
) |
|
|
0.1 |
|
|
|
— |
|
Income from operations |
|
|
42.4 |
|
|
|
44.9 |
|
|
|
46.8 |
|
|
|
1.5 |
|
Non-operating income and expenses |
|
|
0.4 |
|
|
|
1.1 |
|
|
|
0.4 |
|
|
|
— |
|
Income before income tax |
|
|
42.8 |
|
|
|
46.0 |
|
|
|
47.2 |
|
|
|
1.5 |
|
Income tax expense |
|
|
8.1 |
|
|
|
9.0 |
|
|
|
9.3 |
|
|
|
0.3 |
|
Consolidated net income |
|
|
34.7 |
|
|
|
37.0 |
|
|
|
37.9 |
|
|
|
1.2 |
|
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stockholders of the parent |
|
|
33.4 |
|
|
|
35.6 |
|
|
|
36.4 |
|
|
|
1.2 |
|
Noncontrolling interests |
|
|
1.3 |
|
|
|
1.4 |
|
|
|
1.5 |
|
|
|
— |
|
47
The following table sets forth our revenues, operating costs and expenses, income from operations and other financial data as a percentage of our total revenues for the periods indicated.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
(as percentages of total revenues) |
|
|||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|||
Consumer Business |
|
|
60.7 |
% |
|
|
61.7 |
% |
|
|
60.9 |
% |
Enterprise Business |
|
|
33.8 |
|
|
|
32.9 |
|
|
|
33.3 |
|
International Business |
|
|
3.0 |
|
|
|
2.9 |
|
|
|
3.3 |
|
Others |
|
|
2.5 |
|
|
|
2.5 |
|
|
|
2.5 |
|
Total revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Operating costs |
|
|
66.0 |
% |
|
|
64.2 |
% |
|
|
63.1 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Marketing |
|
|
10.1 |
|
|
|
9.9 |
|
|
|
10.5 |
|
General and administrative |
|
|
2.4 |
|
|
|
2.5 |
|
|
|
3.0 |
|
Research and development |
|
|
1.9 |
|
|
|
1.8 |
|
|
|
1.7 |
|
Expected credit loss |
|
|
- |
|
|
|
0.1 |
|
|
|
0.1 |
|
Total operating expenses |
|
|
14.4 |
|
|
|
14.3 |
|
|
|
15.3 |
|
Other income and expenses |
|
|
0.8 |
|
|
|
(0.2 |
) |
|
|
— |
|
Income from operations |
|
|
20.4 |
|
|
|
21.3 |
|
|
|
21.6 |
|
Non-operating income and expenses |
|
|
0.2 |
|
|
|
0.5 |
|
|
|
0.2 |
|
Income before income tax |
|
|
20.6 |
|
|
|
21.8 |
|
|
|
21.8 |
|
Income tax expense |
|
|
3.9 |
|
|
|
4.3 |
|
|
|
4.3 |
|
Consolidated net income |
|
|
16.7 |
% |
|
|
17.5 |
% |
|
|
17.5 |
% |
Attributable to: |
|
|
|
|
|
|
|
|
|
|||
Stockholders of the parent |
|
|
16.1 |
% |
|
|
16.8 |
% |
|
|
16.8 |
% |
Noncontrolling interests |
|
|
0.6 |
% |
|
|
0.7 |
% |
|
|
0.7 |
% |
Each of our operating segments is managed separately due to the fact that each represents a strategic business unit that serves different types of customers. We measure our segment performances mainly based on revenues and income before income tax.
The year ended December 31, 2022 compared with the year ended December 31, 2021
Revenues
Our revenues increased to NT$216.7 billion (US$7.1 billion) in 2022 as compared to NT$210.5 billion in 2021, primarily due to an increase in revenues generated from consumer business, enterprise business, and international business. The details of which are as follows:
Consumer Business
Our consumer business revenues include mobile service revenue, fixed-line service revenues, sales revenue and other revenues. Consumer business revenues accounted for 61.7% and 60.9% of our revenues in 2021 and 2022, respectively. Our consumer business revenues increased by 1.7% from NT$129.9 billion in 2021 to NT$132.1 billion (US$4.3 billion) in 2022, primarily due to increases of mobile service revenue and fixed-line service revenues, partially offset by a decrease of sales revenue.
48
Mobile services. Our mobile service revenue increased by 5.7% from NT$49.0 billion in 2021 to NT$51.8 billion (US$1.7 billion) in 2022 due to an increase of postpaid subscriber numbers and a steady 5G migration.
Fixed-line services. Our fixed-line service revenues increased by 1.2% from NT$42.3 billion in 2021 to NT$42.8 billion (US$1.4 billion) in 2022. This increase was mainly due to a successful upsell propelled by the HiNet Higher-Speed promotion plan, partially offset by our fixed voice services revenue that continued decreasing even though the decline has decelerated.
Sales. Revenues generated from sales decreased from NT$36.1 billion in 2021 to NT$35.2 billion (US$1.1 billion) in 2022, mainly due to the impact of unstable supply of smartphones caused by the COVID-19 epidemic.
Others. Our other revenues decreased by 5.9% from NT$2.4 billion in 2021 to NT$2.3 billion (US$0.1 billion) in 2022. This was mainly due to a decrease in ICT business revenues.
Enterprise Business
Our enterprise business revenues include mobile service revenue, fixed-line service revenues, ICT revenues and other revenues. Revenues from our enterprise business accounted for 32.9% and 33.3% of our revenues in 2021 and 2022, respectively. Revenues from our enterprise business increased by 4.2% from NT$69.3 billion in 2021 to NT$72.1 billion (US$2.4 billion) in 2022 due to the robust growth of our ICT business.
Mobile services. Our mobile service revenue increased by 5.9% from NT$8.4 billion in 2021 to NT$8.9 billion (US$0.3 billion) in 2022 due to the 5G migration and the increase of subscribers.
Fixed-line services. Our fixed-line service revenues slightly decreased by 0.5% from NT$34.7 billion in 2021 to NT$34.5 billion (US$1.1 billion) in 2022 due to the decreased voice revenue, partially offset by the increase of data communication and broadband access revenues driven by the digital transformation trend and opportunities.
ICT Business. Revenues from our ICT business increased by 8.7% from NT$22.3 billion in 2021 to NT$24.3 billion (US$0.8 billion) in 2022, mainly due to our emerging growth engines, particularly IDC, cloud services and cyber security.
Others. Our other revenues increased by 16.4% from NT$3.8 billion in 2021 to NT$4.4 billion (US$0.1 billion) in 2022. This increase was mainly due to the grants of 5G government subsidies and equipment sales revenue from our subsidiaries.
International Business
Revenues from international business accounted for 2.9% and 3.3% of our revenues in 2021 and 2022, respectively. Revenues from our international business increased by 17.4% from NT$6.1 billion in 2021 to NT$7.2 billion (US$0.2 billion) in 2022, mainly due to the rising demand for ICT services, especially for services such as IDC and cloud services from global clients.
Fixed-line Services. Revenues from our fixed-line services increased by 1.1% from NT$5.0 billion in 2021 to NT$5.1 billion (US164.8 million) in 2022, mainly due to the growth in data communication and broadband access revenue.
ICT Business. Revenues from our ICT business increased by 121.8% from NT$0.7 billion in 2021 to NT$1.5 billion (US$49.0 million) in 2022, mainly due to the rising demand for IDC and cloud services from our global clients.
Others. Our other revenues increased by 42.4% from NT$0.4 billion in 2021 to NT$0.6 billion (US$20.1 million) in 2022, mainly due to an increase in mobile service revenue.
49
Others
Other revenues accounted for 2.5% and 2.5% of our revenues in 2021 and 2022, respectively. Our other revenues increased from NT$5.2 billion in 2021 to NT$5.3 billion (US$0.2 billion) in 2022. The increase was mainly due to operating growth derived from CHPT.
Operating Costs and Expenses
Our operating costs and expenses include depreciation and amortization expenses, personnel expenses, cost of goods sold, interconnection and service costs, marketing expenses, costs of materials and maintenance, as well as spectrum usage fees.
Operating costs and expenses increased by 2.9% from NT$165.2 billion in 2021 to NT$170.0 billion (US$5.6 billion) in 2022. This increase was primarily due to personnel expenses and ICT project costs. The increase in personnel expenses was mainly driven by operating growth. The increase in ICT project costs was mainly driven by the robust growth of our ICT business.
Operating Costs and Expenses by Business Segment
Consumer Business
Our consumer business costs and expenses increased by 0.4% from NT$105.2 billion in 2021 to NT$105.6 billion (US$3.5 billion) in 2022, primarily due to an increase in personnel expenses mainly driven by operating growth; an increase in depreciation and amortization expenses due to accelerating 5G network construction; and a decrease in cost of goods sold was mainly driven by the decrease in sales volume.
Enterprise Business
Our enterprise business operating costs and expenses increased by 3.5% from NT$55.5 billion in 2021 to NT$57.5 billion (US$1.9 billion) in 2022. This increase was primarily due to an increase in ICT project costs mainly driven by the robust growth of our ICT business.
International Business
Our international business operating costs and expenses increased by 10.3% from NT$6.1 billion in 2021 to NT$6.7 billion (US$0.2 billion) in 2022, primarily due to an increase in ICT project costs as a result of strong demand for IDC and cloud services from our global clients and the completion of ICT projects in 2022.
Others
The costs and expenses from our other business increased by 8.6% from NT$4.2 billion in 2021 to NT$4.5 billion (US$0.1 billion) in 2022, primarily due to operating growth derived from CHPT.
Other Income and Expenses
We recorded net other expenses of NT$0.4 billion in 2021 and net other income of NT$0.1 billion (US$3.0 million) in 2022, respectively. The differences between 2021 and 2022 were primarily due to the impairment loss on right-of-use assets in 2021.
Income from Operations and Operating Margin
As a result of the foregoing, our income from operations increased by 4.2% from NT$44.9 billion in 2021 to NT$46.8 billion (US$1.5 billion) in 2022. Our operating margin slightly increased from 21.3% in 2021 to 21.6% in 2022.
50
Non-operating Income and Expenses
Our non-operating income decreased from NT$1.1 billion in 2021 to NT$0.4 billion (US$12.0 million) in 2022. The decrease was primarily due to an increase in valuation loss on financial assets and liabilities at fair value through profit or loss and an increase in foreign currency exchange loss.
Income before Income Tax
As a result of the foregoing, segment income before tax for our consumer business increased by 3.5% from NT$27.5 billion in 2021 to NT$28.5 billion (US$0.9 billion) in 2022; segment income before tax for our enterprise business increased by 3.4% from NT$15.1 billion in 2021 to NT$15.6 billion (US$0.5 billion) in 2022; segment income before tax for our international business increased by 36.0% from NT$1.2 billion in 2021 to NT$1.7 billion (US$0.1 billion) in 2022; and segment income before tax for our other business decreased by 36.4% from NT$2.2 billion in 2021 to NT$1.4 billion (US$45.0 million) in 2022.
Income Tax
Our income tax was NT$9.0 billion and NT$9.3 billion (US$0.3 billion) in 2021 and 2022, respectively. Our effective tax rate increased from 19.6% in 2021 to 19.8% in 2022.
Net Income
As a result of the foregoing, our net income attributable to stockholders of the parent was NT$35.6 billion and NT$36.4 billion (US$1.2 billion) in 2021 and 2022, respectively. Our net margin remained at 16.8% in 2021 and 2022.
The year ended December 31, 2021 compared with the year ended December 31, 2020
Revenues
Our revenues increased to NT$210.5 billion in 2021 as compared to NT$207.6 billion in 2020, primarily due to an increase in revenues generated from consumer business and international business, which were offset by enterprise business. The details of which are as follows:
Consumer Business
Our consumer business revenues include mobile service revenue, fixed-line service revenues, sales revenue and other revenues. Consumer business revenues accounted for 60.7% and 61.7% of our revenues in 2020 and 2021, respectively. Our consumer business revenues increased by 3.1% from NT$126.1 billion in 2020 to NT$129.9 billion in 2021, primarily due to increases of mobile service revenue, fixed-line service revenues and sales revenue.
Mobile services. Our mobile service revenue increased by 1.8% from NT$48.2 billion in 2020 to NT$49.0 billion in 2021, primarily due to increases of postpaid subscriber numbers and a steady 5G migration.
Fixed-line services. Our fixed-line service revenues increased by 0.3% from NT$42.2 billion in 2020 to NT$42.3 billion in 2021. This increase was mainly due the demand for broadband speed upgrades amid the work-from-home trend and stay-at-home economy, which further propelled the growth of higher-speed service adopters, partially offset by our fixed voices revenue.
Sales. Revenues generated from sales increased from NT$33.2 billion in 2020 to NT$36.2 billion in 2021, mainly due to an increase in the average unit price of handsets.
Other. Our other revenues decreased by 3.8% from NT$2.5 billion in 2020 to NT$2.4 billion in 2021. This decrease was mainly due to a decrease in ICT business revenues.
51
Enterprise Business
Our enterprise business revenues include mobile service revenue, fixed-line service revenues, ICT business revenues and other revenues. Revenues from our enterprise business accounted for 33.8% and 32.9% of our revenues in 2020 and 2021, respectively. Revenues from our enterprise business decreased by 1.4% from NT$70.2 billion in 2020 to NT$69.3 billion in 2021, mainly due to revenue recognition of large government ICT projects in 2020.
Mobile services. Our mobile service revenue increased by 3.1% from NT$8.2 billion in 2020 to NT$8.5 billion in 2021 due to a steady 5G migration as well as an increasing COVID-19 quarantine-related SMS messages sent and replied to track those under quarantine.
Fixed-line services. Our fixed-line service revenues slightly increased by 0.5% from NT$34.5 billion in 2020 to NT$34.7 billion in 2021. The increase was due to COVID-19 quarantine-related regulations and work from home trend, partially offset by our fixed voices revenue.
ICT Business. Revenues from our ICT business revenues decreased by 7.4% from NT$24.1 billion in 2020 to NT$22.3 billion in 2021, mainly due to revenue recognition of large government-related ICT projects in 2020.
Others. Our other revenues increased by 10.6% from NT$3.4 billion in 2020 to NT$3.8 billion in 2021. This increase was mainly due to an increase in sales revenue.
International Business
Revenues from international business accounted for 3.0% and 2.9% of our revenues in 2020 and 2021, respectively. Revenues from our international business increased by 0.4% from NT$6.1 billion in 2020 to NT$6.1 billion in 2021, mainly due to the revenues increase in fixed-line services.
Fixed-line Services. Revenues from our fixed-line services increased by 6.7% from NT$4.7 billion in 2020 to NT$5.0 billion in 2021, mainly due to the revenue growth from our Singapore subsidiary’s international network service in 2021.
ICT Business. Revenues from our ICT business decreased by 11.9% from NT$0.8 billion in 2020 to NT$0.7 billion in 2021, mainly due to a decrease of colocation service revenue in 2021.
Others. Our other revenues decreased by 31.2% from NT$0.6 billion in 2020 to NT$0.4 billion in 2021. This increase was mainly due to a decrease in sales revenue.
Others
Other revenues accounted for 2.5% and 2.5% of our revenues in 2020 and 2021, respectively. Our other revenues remains flat in 2020 and 2021.
Operating Costs and Expenses
Our operating costs and expenses include depreciation and amortization expenses, personnel expenses, cost of goods sold, interconnection and service costs, marketing expenses, costs of materials and maintenance and spectrum usage fees.
Operating costs and expenses decreased by 1.0% from NT$166.8 billion in 2020 to NT$165.2 billion in 2021. This decrease was primarily due to the completion of major ICT projects and the decrease in personnel expenses due to employee retirement, which was partially offset by an increase in cost of goods sold, depreciation expense, and amortization expense of 5G concession. The increase in cost of goods sold was mainly driven by the increase in sales volume and higher cost of handsets sold. The increase in depreciation expenses was driven by the accelerating 5G network construction.
52
Operating Costs and Expenses by Business Segment
Consumer Business
Our consumer business costs and expenses increased by 2.7% from NT$102.4 billion in 2020 to NT$105.2 billion in 2021, primarily due to an increase in cost of goods sold mainly driven by the increase in sales volume and higher cost of handsets sold.
Enterprise Business
Our enterprise business operating costs and expenses decreased by 6.4% from NT$59.3 billion in 2020 to NT$55.5 billion in 2021. This decrease was primarily due to a decrease in ICT project costs as a result of the completion of major ICT projects in 2020.
International Business
Our international business operating costs and expenses decreased by 3.3% from NT$6.3 billion in 2020 to NT$6.1 billion in 2021, primarily due to a decrease in rental expenses as a result of the termination of indefeasible rights of use, or IRU contracts.
Others
The costs and expenses from our other business increased by 5.6% from NT$4.0 billion in 2020 to NT$4.2 billion in 2021, primarily due to higher research and development expenses from one of our subsidiaries, CHPT.
Other Income and Expenses
We recorded net other income of NT$1.6 billion in 2020 and net other expenses of NT$0.4 billion in 2021, respectively. The differences between 2020 and 2021 were primarily due to the gains resulting from asset revitalization in 2020 and the impairment loss on right-of-use assets in 2021.
Income from Operations and Operating Margin
As a result of the foregoing, our income from operations increased by 6.1% from NT$42.4 billion in 2020 to NT$44.9 billion in 2021. Our operating margin increased from 20.4% in 2020 to 21.3% in 2021.
Non-operating Income and Expenses
Our non-operating income increased from NT$0.4 billion in 2020 to NT$1.1 billion in 2021. The increase was primarily due to an increase in valuation gain on financial assets and liabilities at fair value through profit or loss and an increase in foreign currency exchange gain.
Income before Income Tax
As a result of the foregoing, segment income before tax for our consumer business increased by 6.2% from NT$25.9 billion in 2020 to NT$27.5 billion in 2021; segment income before tax for our enterprise business increased by 23.1% from NT$12.3 billion in 2020 to NT$15.1 billion in 2021; segment income before tax for our international business increased by 37.2% from NT$0.9 billion in 2020 to NT$1.2 billion in 2021; and segment income before tax for our other business segments decreased by 41.0% from NT$3.7 billion in 2020 to NT$2.2 billion in 2021.
Income Tax
Our income tax was NT$8.1 billion and NT$9.0 billion in 2020 and 2021, respectively. Our effective tax rate increased from 19.0% in 2020 to 19.6% in 2021.
53
Net Income
As a result of the foregoing, our net income attributable to stockholders of the parent was NT$33.4 billion and NT$35.6 billion in 2020 and 2021, respectively. Our net margin increased from 16.1% in 2020 to 16.8% in 2021.
B. Liquidity and Capital Resources
Liquidity
The following table sets forth the summary of our cash flows for the periods indicated:
|
|
Year Ended December 31 |
|
|||||||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
US$ |
|
||||
|
|
|
|
|
(in billions) |
|
|
|
|
|||||||
Net cash provided by operating activities |
|
|
74.5 |
|
|
|
74.9 |
|
|
|
76.0 |
|
|
|
2.4 |
|
Net cash used in investing activities |
|
|
(68.3 |
) |
|
|
(31.2 |
) |
|
|
(30.8 |
) |
|
|
(1.0 |
) |
Net cash used in financing activities |
|
|
(9.8 |
) |
|
|
(34.3 |
) |
|
|
(34.8 |
) |
|
|
(1.1 |
) |
Effect of exchange rate changes |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.0 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
(3.6 |
) |
|
|
9.4 |
|
|
|
10.4 |
|
|
|
0.3 |
|
Cash and cash equivalents at end of year |
|
|
30.4 |
|
|
|
39.8 |
|
|
|
50.2 |
|
|
|
1.6 |
|
Our primary source of liquidity is cash flow from operations, which represents operating profit adjusted for non-cash items, primarily depreciation and amortization and changes in current assets and liabilities. Notes 22, 23 and 24 to our consolidated financial statements, included elsewhere in this annual report, provide additional details as to our bank loans and bonds payable. We believe that our working capital is sufficient to meet our present cash flow requirements.
In 2022, we generated NT$76.0 billion (US$2.5 billion) in net cash from operating activities as compared to NT$74.9 billion in 2021. The increase was primarily due to an increase in income before income tax arising from our operating performance.
In 2021, we generated NT$74.9 billion in net cash from operating activities as compared to NT$74.5 billion in 2020. The increase was primarily due to an increase in income before income tax, an increase in trade notes and accounts receivable from 5G business and a decrease in payment to international carriers due to our strategy to reduce low-margin wholesale business.
In 2020, we generated NT$74.5 billion in net cash from operating activities as compared to NT$72.4 billion in 2019. The increase was primarily due to an increase in cash inflows from the completion of project business and a decrease in trade notes and accounts payable.
Historically, our net cash from operating activities has been sufficient to cover our capital expenditures, including ongoing expansion and modernization of our networks.
54
In 2022, our net cash used in investing activities was NT$30.8 billion (US$1.0 billion), a decrease from NT$31.2 billion in 2021. The change was primarily due to a decrease in acquisition of property, plant and equipment in 2022, offset by proceeds of NT$2.9 billion from disposal of investment in China Airlines, Ltd. in 2021.
In 2021, our net cash used in investing activities was NT$31.2 billion, a decrease from NT$68.3 billion in 2020. The decrease was primarily due to an increase in acquisition of property, plant and equipment in 2021, offset by a one-time payment of NT$47.4 billion in 2020 for acquiring the 5G mobile broadband spectrum.
In 2020, our net cash used in investing activities was NT$68.3 billion, an increase from NT$27.1 billion in 2019. The change was primarily due to a payment of NT$47.4 billion in 2020 for acquiring the 5G mobile broadband spectrum, offset by a decrease in acquisition of property, plant and equipment as well as an increase in proceeds from disposals of property, plant and equipment resulting from asset revitalization.
In 2022, our net cash used in financing activities totaled NT$34.8 billion (US$1.1 billion), which mainly reflected NT$35.7 billion in dividends being paid.
In 2021, our net cash used in financing activities totaled NT$34.3 billion, which mainly reflected NT$33.4 billion in dividends being paid.
In 2020, our net cash used in financing activities totaled NT$9.8 billion, which mainly reflected NT$32.8 billion in dividends paid, a net increase in short-term bills payable and issuance of bonds.
Capital Resources
We have historically financed our capital expenditure requirements with our cash flows from operations and corporate bonds. In future years, we have capital expenditure requirements for the ongoing expansion and upgrade of our networks, including 5G mobile broadband, IDC, FTTx, PSTN migration, international submarine cables, service platforms and ESG. We also expect to make dividend payments on an ongoing basis. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information. Furthermore, we may require working capital from time to time to finance purchases of materials for our maintenance and other overhead expenses. We expect to primarily rely on cash generated from operations, corporate bonds and, to a lesser extent, loans from commercial banks to meet our planned capital expenditures, make our planned dividend payments, repay debts and fulfill other commitments over the next twelve months.
As of December 31, 2022, our primary source of liquidity was NT$50.2 billion (US$1.6 billion) in cash and cash equivalents. In addition, the unused line of credit for unsecured bank loans and secured bank loans amounted to NT$57.6 billion (US$1.9 billion) and NT$1.6 billion (US$52.1 million), respectively, as of December 31, 2022.
As of December 31, 2022, we had bonds payable in the amount of NT$30.5 billion (US$1.0 billion) at interest rates ranging from 0.42% to 0.69%.
As of December 31, 2022, our subsidiary, Chunghwa Sochamp Technology Inc., had short-term unsecured loans of NT$65.0 million (US$2.1 million) at interest rates ranging from 2.56% to 3.19%.
As of December 31, 2022, our subsidiary, Chunghwa System Integration Co., Ltd., had short-term unsecured loans of NT$317.0 million (US$10.3 million) at interest rates ranging from 1.30% to 1.73%.
As of December 31, 2022, our subsidiary, International Integrated Systems, Inc., had short-term unsecured loans of NT$340.0 million (US$11.1 million) at interest rates ranging from 1.93% to 1.98%.
As of December 31, 2022, our subsidiary, Light Era Development Co., Ltd., had long-term secured loans in the amount of NT$1.6 billion (US$52.1 million) due in 2024 at an interest rate of 1.80%.
55
As part of the government's effort to upgrade the existing telecommunications infrastructure, we and other public utility companies were required by the ROC government to contribute a certain amount of money to a Piping Fund, administered by the Taipei City Government. A total of NT$1.0 billion was contributed by us on August 15, 1996. This fund is used to finance various telecommunications infrastructure projects. We accounted for the contribution as other financial assets on our consolidated balance sheets.
Note 40 to our consolidated financial statements included elsewhere in this annual report provides a description of the assets that are pledged as collaterals for bank loans, custom duties of the imported materials and warranties of contract performance as well as the bank deposits for the restricted purpose in accordance with The Management, Utilization and Taxation of Repatriated Offshore Funds Act in the ROC.
Capital Expenditures
Our capital expenditures in 2020, 2021 and 2022 were mainly to support operations. We have financed our capital expenditures using cash flows operations and corporate bonds. The following table sets forth a summary of our capital expenditures for the periods indicated.
|
|
Year Ended December 31 |
|
|||||||||||||||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||||||||||||||
|
|
(in billions of NT$, except percentages) |
|
|||||||||||||||||||||
Capital Expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mobile communications business |
|
|
8.8 |
|
|
|
38 |
% |
|
|
16.8 |
|
|
|
48 |
% |
|
|
13.8 |
|
|
|
44 |
% |
Others |
|
|
14.7 |
|
|
|
62 |
|
|
|
18.5 |
|
|
|
52 |
|
|
|
17.7 |
|
|
|
56 |
|
Total capital expenditures |
|
|
23.5 |
|
|
|
100 |
% |
|
|
35.3 |
|
|
|
100 |
% |
|
|
31.5 |
|
|
|
100 |
% |
The following table sets forth a summary of our planned capital expenditures for the year ending December 31, 2023.
|
|
Year Ending December 31, 2023 |
|
|||||
|
|
(in billions of NT$, except percentages) |
|
|||||
Capital Expenditures: |
|
|
|
|
|
|
||
Mobile communications business |
|
|
12.0 |
|
|
|
34 |
% |
Others |
|
|
23.3 |
|
|
|
66 |
|
Total capital expenditures |
|
|
35.3 |
|
|
|
100 |
% |
We expect our total capital expenditures to be approximately NT$35.3 billion in 2023. Our capital expenditures for 2023 are planned to be allocated to our 5G network deployment, IDC construction, FTTx network expansion, international submarine cables, public switching telephone network transforming to internet protocol network, service platforms, cloud computing, IoT, ESG, and asset activation. We expect to finance these capital expenditures with our cash flows from operations and corporate bonds.
Contractual Obligations
Set forth below are our total contractual obligations as of December 31, 2022.
|
|
Payments Due by Period |
|
|||||||||||||||||
|
|
Total |
|
|
Less than |
|
|
1-3 years |
|
|
3-5 years |
|
|
More than |
|
|||||
|
|
(in billions of NT$) |
|
|||||||||||||||||
Contractual Obligations(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short-term loans |
|
|
0.7 |
|
|
|
0.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Long-term loans |
|
|
1.6 |
|
|
|
— |
|
|
|
1.6 |
|
|
|
— |
|
|
|
— |
|
Bonds payable |
|
|
30.5 |
|
|
|
— |
|
|
|
8.8 |
|
|
|
12.9 |
|
|
|
8.8 |
|
Lease liabilities(2) |
|
|
10.8 |
|
|
|
3.4 |
|
|
|
4.4 |
|
|
|
2.1 |
|
|
|
0.9 |
|
Total |
|
|
43.6 |
|
|
|
4.1 |
|
|
|
14.8 |
|
|
|
15.0 |
|
|
|
9.7 |
|
56
As of December 31, 2022, we had remaining commitments under non-cancelable contracts with various parties, including the acquisition of lands and buildings of NT$0.1 billion (US$2.4 million) and acquisition of telecommunications-related inventory and equipment of NT$35.0 billion (US$1.1 billion).
We committed that when our ownership interest in NCB is greater than 25% and NCB encounters financial difficulty or capital adequacy ratio of NCB cannot meet the related regulation requirements, we will provide financial support to assist NCB to maintain in healthy financial condition.
Inflation
We do not believe that inflation in Taiwan has had a material impact on our results of operations in 2020, 2021 and 2022.
Recent Accounting Pronouncements
Major differences between IFRSs and Taiwan 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 for the year ended December 31, 2013 and thereafter.
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. Therefore, these pronouncements will not be applicable to Taiwan IFRSs until endorsed by the FSC. Some of the major differences between IFRSs and Taiwan IFRSs that are relevant to us as of the date of this annual report are set forth below.
Other recent accounting pronouncements under IFRSs
For a summary of new standards, amendments and interpretations issued under IFRSs but not effective for 2022 and which have not been adopted early by us, see Note 5 to our consolidated financial statements included elsewhere in this annual report.
C. Research and Development, Patents and Licenses
Our priorities for research and development in 2022 included “cloud-network convergence and ESG energy conservation technologies” and “innovative information and communication application services.” Our Telecommunication Laboratories strive to align themselves with the strategy by leveraging their capabilities in emerging technologies while implementing next-generation networks, on which various converging services for the three major markets of individuals, families, and enterprises are provided. Key research and development achievements of our Telecommunication Laboratories in 2022 are as follows:
57
Forward-looking network and cloud technologies include:
Innovative information and communication application services include:
In 2022, a total of 167 patents were filed, and 162 patents were granted, while at least 11 domestic and foreign honors were awarded for the R&D achievements.
D. Trend Information
See “—Overview” for a discussion of the most significant recent trends that have had, and in the future may have, a material impact on our results of operations, financial condition and capital expenditures. In addition, see discussions included in this Item for a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our net operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
58
E. Critical Accounting Estimates
Summarized below are our accounting policies that we believe are both important to the portrayal of our financial results and involve the need for management to make estimates about the effect of matters that are uncertain in nature. Actual results may differ from these estimates, judgments and assumptions. Certain accounting policies are particularly critical because of their significance to our reported financial results and the possibility that future events may differ significantly from the conditions and assumptions underlying the estimates used and judgments made by our management in preparing our financial statements. The following discussion should be read in conjunction with the consolidated financial statements and related notes, which are included in this annual report.
Critical Accounting Judgments
Principal versus Agent
Our project agreements are mainly to provide one or more customized equipment or services to customers. In order to fulfill the agreements, another party may be involved in some agreements. We consider the following factors to determine whether we are a principal of the transaction: whether we are the primary obligation provider of the agreements, its exposures to inventory risks and the discretion in establishing prices, etc. The determination of whether we are a principal or an agent will affect the amount of revenue recognized by us. Only when we are acting as a principal, gross inflows of economic benefits arising from transactions is recognized as revenue.
Control over Subsidiaries
Some entities are our subsidiaries, although we only own less than 50% ownership interest in these entities. After considering our absolute size of holding in the entity and the relative size of and the dispersion of shares owned by the other stockholders, and the contractual arrangements between us and other investors, potential voting interests and the written agreement between stockholders, the management concluded that we have a sufficiently dominant voting interest to direct the relevant activities of the entity and to have control over the governance of the entity and therefore we have control over these entities.
Key Sources of Estimation Uncertainty and Assumption
Impairment of Trade Notes and Accounts Receivable
The provision for impairment of trade notes and accounts receivable is based on assumptions about risk of default and expected loss rates. We use judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on our past experience, current market conditions as well as forward-looking information at the end of each reporting period. For details of the key assumptions and inputs used, please refer to Note 10 to our consolidated financial statements included elsewhere in this annual report. Where the actual future cash flows are less than expected, a material impairment loss may arise.
We recognize lifetime Expected Credit Loss (ECL) for trade notes and accounts receivable. Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
59
The expected credit losses on receivables are estimated using a provision matrix by reference to past default experience of the customers and an analysis of the customers’ current financial positions, as well as the forward-looking indicators such as macroeconomic business indicators. When there are pieces of evidence indicating that the counterparty is in evasion, bankruptcy, deregistration of its company or the accounts receivable are over two years past due and the recoverable amount cannot be reasonably estimated, we write off the trade notes and accounts receivable. For accounts receivable that have been written off, we continue to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
Fair Value Measurements and Valuation Processes
For the assets and liabilities measured at fair value without quoted prices in active markets, our management determines the appropriate valuation techniques for the fair value measurements and whether to engage third party qualified appraisers based on the related regulations and professional judgments.
Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities was referred to Note 38 to our consolidated financial statements included elsewhere in this annual report. If the actual changes of inputs in the future differ from expectation, the fair value may vary accordingly. We update inputs periodically to monitor the appropriateness of the fair value measurement.
Provision for Inventory Valuation and Obsolescence
Inventories are stated at the lower of cost or net realizable value. Estimates of net realizable value are based on the most reliable evidence available at the time the estimates are made at the end of the reporting period. These estimates take into consideration fluctuations of price or cost directly relating to events occurring after the end of the period to the extent that such events confirm conditions existing at the end of the period. Inventory write-downs are determined on an item by item basis, except for those similar items which could be categorized into the same groups. We use the inventory holding period and turnover as the evaluation basis for inventory obsolescence losses.
Impairment of Property, Plant and Equipment, Right-of-Use Assets, Investment Properties and Intangible Assets
We assess the impairment of property, plant and equipment, right-of-use assets, investment properties and intangible assets whenever triggering events or changes in circumstances indicate that the asset may be impaired and carrying value may not be recoverable. Indications we consider important which could trigger an impairment review include, but are not limited to, the following:
60
When an indication of impairment is identified for property, plant and equipment, right-of-use assets, investment properties and intangible assets other than goodwill, any excess of the carrying amount of an asset over its recoverable amount is recognized as a loss. If the recoverable amount increases in a subsequent period, the amount previously recognized as impairment would be reversed and recognized as a gain. However, the adjusted amount may not exceed the carrying amount that would have been determined, as if no impairment loss had been recognized.
Goodwill represents the excess of the consideration paid for business acquisition over the fair value of identifiable net assets acquired. Goodwill is tested for impairment at least annually, or if an event occurs or circumstances change which indicates that the fair value of goodwill is below its carrying amount, an impairment loss is recognized. A subsequent reversal of such impairment loss is not allowed.
In 2020, 2021 and 2022, we determined that some of our investment properties’ recoverable amount, which represented the fair value less costs to sell of some land and buildings was higher than the carrying amount and recognized reversals of impairment loss of NT$27.0 million, NT$83.0 million and NT$107.0 million (US$3.5 million), respectively.
In 2020 and 2021, SENAO evaluated the goodwill that arose in the acquisition of Youth and its subsidiaries and concluded the recoverable amount of the goodwill was lower than the carrying value and recognized an impairment loss of NT$9.0 million and NT$29.0 million, respectively.
In 2021 and 2022, SENAO evaluated the trademark that arose in the acquisition of Youth and its subsidiaries and concluded the recoverable amount of the license agreement and the right of trademark were lower than the carrying value and recognized impairment loss of NT$0.2 million and NT$9.0 million (US$0.3 million), respectively.
In 2021, we evaluated and determined that the recoverable amount of certain of our right-of-use assets was nil; therefore, we recognized an impairment loss of NT$420.0 million.
Useful Lives of Property, Plant and Equipment
We estimate the useful lives of property, plant and equipment in order to determine the period of time over which depreciation expenses should be recorded. The useful lives are estimated at the time assets are acquired and are based on historical experience with similar assets as well as the anticipated technological evolution or other environmental changes. Further, we review the estimated useful lives at the end of each year. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation in the relevant periods.
Recognition and Measurement of Defined Benefit Plans
Payments to defined contribution retirement benefit plans are recognized as an expense when employees rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Actuarial assumptions comprise the discount rate, rate of employee turnover, and long-term average future salary increase. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and the liability.
Service cost (including current service cost and gains or losses on settlements) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising (a) actuarial gains and losses; and (b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
61
Net defined benefit liability (asset) represents the actual deficit (surplus) in our defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
Lessees’ Incremental Borrowing Rates
At the inception of a contract, we assess whether the contract is, or contains, a nature of lease.
As a lessee, we recognize right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for lease payments for low-value assets are recognized as expenses on a straight-line basis over the lease terms accounted for applying for recognition exemption.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities and for lease payments made at or before the commencement date. Right-of-use assets are subsequently measured at cost less accumulated depreciation and accumulated impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented separately on the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line basis from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities were initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If such rate cannot be readily determined, the lessee’s incremental borrowing rate is used. In determining a lessee’s incremental borrowing rate used in discounting lease payments, a risk-free rate for relevant duration and the same currency is selected as a reference rate. The lessee’s credit spread adjustments and lease specific adjustments are also taken into account.
Lease liabilities are subsequently measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, we remeasure the lease liabilities with a corresponding adjustment to the right-of-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. We account for the remeasurement of the lease liability as a result of the decrease of lease scope by decreasing the carrying amount of the right-of-use assets and recognize in profit or loss any gain or loss on the partial or full termination of the lease. Lease liabilities are presented separately on the consolidated balance sheets.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Our Articles of Incorporation provide for a board of directors consisting of seven to fifteen directors bestowed with a three-year tenure. The following table sets forth the name, age and position of each of our directors and such person’s position as of February 28, 2023. There is no family relationship among any of these persons. These directors have terms until May 26, 2025. Pursuant to the ROC Company Act, a person may serve as our director in his or her personal capacity or as the representative of another legal entity. A director who serves as the representative of a legal entity may be removed or replaced at any time at the discretion of that legal entity, and the replacement director may serve the remainder of the term of office of the replaced director. All of our non-independent directors are representatives of the MOTC.
Name |
|
Age |
|
Position |
Chi-Mau Sheih |
|
69 |
|
Chairman, Chief Executive Officer and Director |
Shui-Yi Kuo |
|
58 |
|
President and Director |
Hsiang-Ling Hu |
|
67 |
|
Director |
Ching-Hwi Lee |
|
59 |
|
Director |
Shin-Yi Chang |
|
63 |
|
Director |
Sin-Horng Chen |
|
69 |
|
Director |
Hsiu-Chuan Tsai |
|
55 |
|
Director |
Shih-Hung Tseng |
|
62 |
|
Director |
Su-ming Lin |
|
67 |
|
Independent Director |
Chia-Chung Chen |
|
64 |
|
Independent Director |
Yu-Fen Lin |
|
52 |
|
Independent Director |
Chung-Chin Lu |
|
64 |
|
Independent Director |
Yi-Chin Tu |
|
47 |
|
Independent Director |
Chi-Mau Sheih is the Chairman, Chief Executive Officer and director of our company. Mr. Sheih assumed the role of our Chairman and Chief Executive Officer on April 22, 2019. He has served as the President and director of our company since January 2017. Prior to that, Mr. Sheih served as our Senior Executive Vice President from 2010 to 2017, the President of Southern Taiwan Business Group from 2007 to 2010 and the President of Central Taiwan Business Group from 2006 to 2007. Mr. Sheih specializes in business management, ICT, cybersecurity, cloud computing, big data applications and commerce, and he holds an MBA degree from National Taiwan University.
Shui-Yi Kuo is the President and director of our company. Mr. Kuo has been our President since May 2019. Prior to that, Mr. Kuo served as our Senior Executive Vice President and Chief Financial Officer from August 2017 to September 2020 and the Senior Executive Vice President of our Investment Department from March 2017 to August 2017. He also served as the Vice President of our Investment Department from November 2014 to March 2017. From November 2013 to November 2014, Mr. Kuo served as the President of Light Era Development Co., Ltd., our subsidiary. From March 2008 to November 2013, Mr. Kuo served as the Vice President of our Accounting Department. Mr. Kuo is a Certified Public Accountant of the R.O.C. and specializes in accounting and finance, and he holds a master’s degree in Accounting from National Chengchi University.
Hsiang-Ling Hu is a director of our company. Mr. Hu is currently the Political Deputy Minister of the MOTC. Prior to that, Mr. Hu had been the Director General of the Railway Bureau of the MOTC from June 2018 to April 2021 and the Director General of the Bureau of High Speed Rail of MOTC from September 2014 to June 2018. Mr. Hu specializes in transportation planning and management, transportation systems analysis, Railway Act, as well as the operations, administration and supervision of railway tracks, and he holds a bachelor’s degree in Transportation and Management from National Chiao Tung University.
Ching-Hwi Lee is a director of our company. Ms. Lee is currently the Deputy Minister of the Ministry of Culture, or MOC. Prior to that, Ms. Lee had been the Deputy Director of the National Palace Museum in Taiwan from May 2016 to March 2019 and a Special Senior Executive Officer in the Council for Cultural Affairs of the Executive Yuan from May 2004 to January 2006. Ms. Lee specializes in cultural administration, cross-boundary
63
governance, performing arts, as well as audiovisual and music-related creative content industry, and she holds a bachelor’s degree in History from National Taiwan Normal University.
Shin-Yi Chang is a director of our company. Mr. Chang is currently the director of the Accounting Department of the MOTC. Mr. Chang had been a lecturer on risk and crisis management at the National Academy of Civil Service of the Examination Yuan from August 2014 to November 2019 and the Executive Secretary of the Internal Control Project Promotion Team of the Ministry of Economic Affairs from February 2011 to January 2017. Mr. Chang specializes in accounting, and he holds a master’s degree in Business Administration from National Taiwan University.
Sin-Horng Chen is a director of our company. Dr. Chen is currently a chair professor in the Department of Electrical Engineering, National Yang Ming Chiao Tung University. Prior to that, Dr. Chen had been the acting President and Vice President of National Chiao Tung University from August 2019 to January 2021 and from February 2015 to July 2019, respectively. Dr. Chen also serves as an independent director of Chinesegamer International Corporation since July 2021. Dr. Chen specializes in advanced technology development and application system development in the areas of information and communication technology, as well as speech signal processing. He holds a Ph.D. degree in Electrical Engineering from Texas Tech University.
Hsiu-Chuan Tsai is a director of our company. Dr. Tsai is currently the Chairperson and professor in the Department of Political Science, Soochow University. Prior to that, Dr. Tsai had been the Political Deputy Minister and Spokesman of the Ministry of Civil Service from February 2018 to March 2019. Dr. Tsai specializes in government governance, performance management, public human resources management, government and policy marketing, anti-corruption and transparency governance, and she holds a Ph.D. degree in Public Administration from National Chengchi University.
Shih-Hung Tseng is the labor director of our company. Mr. Tseng is currently the President of the Enterprise Union at Chunghwa Telecom's Tainan Branch and he also serves as an engineer of the Tainan Branch. Mr. Tseng has worked for the Company since June 1976. Mr. Tseng specializes in ICT, and he received an associate degree in Electronic Engineering from Kun Shan Institute of Technology.
Su-ming Lin is an independent director of our company. Dr. Lin has been currently a professor in the Department of Accounting, National Taiwan University since August 2001. He also serves as the independent director of Taiwan Fertilizer Co., Ltd. since July 2021. Prior to that, Dr. Lin had been an independent director in Nan Shan Life Insurance Co., Ltd. from June 2013 to June 2022. Dr. Lin is a Certified Public Accountant of the R.O.C. and specializes in accounting, finance, tax laws, as well as international taxation. He has participated in Taiwan’s tax reforms and served as the board member and member of the Risk Management Committee and Audit Committee in the airlines and insurance sectors for many years. Dr. Lin holds a Ph.D. degree in Accounting from Arizona State University.
Chia-Chung Chen is an independent director of our company. Mr. Chen is currently a director of Mega Financial Holding Co., Ltd. and Mega International Commercial Bank. He also serves as an independent director of Dimerco Data System Corporation since June 2020. Prior to that, Mr. Chen served as the chief executive officer in E.SUN Bank (China) Co., Ltd. from March 2015 to April 2019 and as the Chairman in E.SUN Securities Co., Ltd. from June 2009 to January 2012. During his capacity working as the Deputy President of E. Sun Securities, Mr. Chen was responsible for overseeing corporate risk management. Mr. Chen is also our risk management expert with almost 30 years of experience in the banking and financial industry. Mr. Chen specializes in digital finance, strategic planning, operational management, risk management and corporate governance, and he holds a master’s degree in Agricultural Economics from National Taiwan University.
Yu-Fen Lin is an independent director of our company. Ms. Lin is the co-founder and managing partner of Lex & Honor Law offices. She is a transactional attorney with a board practice in business planning, corporate compliance and finance transactions. Ms. Lin also serves as an independent director of Bank SinoPac Co., Ltd. since August 2017 and SINBON Electronics Co., Ltd. since July 2021. Ms. Lin specializes in particular legal areas, including international investment, corporate investment, financial, banking and electronic payment, as well as public law, and she holds a double degree of L.L.B. and B.A. from National Taiwan University.
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Chung-Chin Lu is an independent director of our company. Dr. Lu has been a professor in the Department of Electrical Engineering, National Tsing Hua University since August 2000. Dr. Lu is currently a director of National Science and Technology Center for Disaster Reduction since July 2020. Dr. Lu has been teaching and researching in the areas of communication systems, networks, and information theory for more than 35 years and specializes in digital communications, error-correcting codes, systems bioinformatics, quantum computation, as well as machine learning. Dr. Lu holds a Ph.D. degree in Electrical Engineering from the University of Southern California.
Yi-Chin Tu is an independent director of our company. Mr. Tu is the founder of Taiwan AI Labs and PTT, a non-profit open-source organization of the BBS club, as well as the Chairman of the Artificial Intelligence Foundation. Prior to that, Mr. Tu joined Microsoft in 2006 and served as the Principal Development Manager in the Microsoft AI and Research Group. He had also been the Chief R&D Officer, leading the artificial intelligence services development in the Asia Pacific region. Mr. Tu specializes in AI data governance, software platform R&D and digital talent incubation, and he holds a master’s degree in Computer Science and Information Engineering from National Taiwan University.
The following persons served as our directors in 2022 but are no longer with us due to the expiration of their tenure.
Yu-Lin Huang was a director of our company. Dr. Huang is currently the President of the Taiwan Foundation for Democracy. He is also a professor in the Civil Engineering Department, National Yang Ming Chiao Tung University. He had been the Political Deputy Minister of the MOTC and the Director General of the Construction Bureau of Taichung City. Dr. Huang specializes in project management, project financing, infrastructure investment and privatization, and he holds a Ph.D. degree in Civil and Environmental Engineering from University of California, Berkeley.
Lien-Chuan Lee was a director of our company. Mr. Lee is currently the Vice Minister of the MOC. Mr. Lee served as Secretary General, Executive Secretary of Legal Affairs, and Director General of General Planning of the MOC from 2012 to 2017. Mr. Lee also worked at the Ministry of Finance, the Ministry of Economic Affairs and the Executive Yuan, and served as Senior Executive Officer, Senior Specialist and Senior Executive Officer for 13 years. Mr. Lee has been an instructor for over 20 years at Soochow University and Tamkang University, teaching international finance, investment theories and practices and futures theories and practices. Mr. Lee specializes in financial management, cultural and digital content investment, as well as interdisciplinary integration of culture and technology, and he holds a master’s degree in Economics from National Chengchi University.
Hung-Yi Hsiao was a director of our company. Dr. Hsiao is currently a professor of the School of Law and dean of the Office of International & Cross-Strait Academic Exchange (ICAE) at Soochow University. Dr. Hsiao also serves as the Chairman of China Electric Manufacturing Corp. Dr. Hsiao specializes in criminal law and technology law, and he holds a Ph.D. degree in Law from Soochow University in Taiwan.
Lo-Yu Yen was an independent director of our company. Mr. Yen is currently the Chairman of the Entrepreneurs Co-Creation Platform. He also serves as an independent director of Sinyi Realty Inc. and Qisda Corp. Mr. Yen worked at international accounting and consulting firms in Taiwan, the U.S. and Mainland China for 30 years. Mr. Yen specializes in accounting and finance, and he holds a master’s degree in Accounting from National Chengchi University. Mr. Yen has CPA certificates both in the ROC and in the United States.
JenRan Chen was an independent director of our company. Mr. Chen is currently the Executive Board Director of Pixnet Digital Media Technology Co., Ltd., the largest social media in Taiwan. He also serves as an independent director of Ezfly International Travel Agent Co., Ltd. He is the co-founder and ex-CEO of Yam Digital Technology Co., Ltd, the very first Chinese search engine, and former General Manager of Chinese Television System. Mr. Chen specializes in innovation management, team building, strategy management and IT services, and he holds a master’s degree in Sociology from National Taiwan University.
65
The following table sets forth the name, age and position of each of our executive officers and such person’s position as of February 28, 2023. There is no family relationship among any of these persons.
Name |
|
Age |
|
Position |
Li-Show Wu |
|
64 |
|
Senior Executive Vice President and President of Enterprise Business Group |
Rong-Shy Lin |
|
57 |
|
Senior Executive Vice President |
Wei-Kuo Hong |
|
62 |
|
Senior Executive Vice President |
Yu-Shen Chen |
|
46 |
|
Senior Executive Vice President and Chief Financial Officer |
Tian-Tsair Su |
|
60 |
|
President of Consumer Business Group |
Chih-Cheng Chien |
|
62 |
|
President of Network Technology Group |
Hsueh-Lan Wu |
|
64 |
|
President of International Business Group |
Chau-Young Lin |
|
60 |
|
President of Information Communications Business Group |
Li-Show Wu has been our Senior Executive Vice President since June 2022 and the President of our Enterprise Business Group since January 2019. Ms. Wu is also a director of SENAO International Co., Ltd. and CHIEF Telecom Inc since 2022. She was the Chairman of Honghwa International Co., Ltd. from November 2017 to January 2019. Prior to that, Ms. Wu served as the Senior Executive Vice President of our Administration Department from November 2016 to November 2017 and the Vice President of our Marketing Department from August 2015 to November 2016. Ms. Wu holds a master’s degree in Applied Mathematics from National Chiao Tung University.
Rong-Shy Lin has been our Senior Executive Vice President since June 2020 and the Chairman of SENAO International Co. Ltd. since 2022. Prior to that, Dr. Lin was the President of our Data Communications Business Group from November 2018 to June 2020. He served as the President of our Telecommunication Laboratories from November 2017 to November 2018 and the Vice President of our Telecommunication Laboratories from February 2017 to November 2017. Dr. Lin holds a Ph.D. degree in Information Engineering from National Chiao Tung University.
Wei-Kuo Hong has been our Senior Executive Vice President since June 2020. Dr. Hong was the President of our Telecommunication Training Institute from November 2018 to June 2020. Prior to that, Dr. Hong served as the Vice President of our Telecommunication Training Institute from May 2017 to November 2018 and the Assistant Vice President of our Investment Department from May 2012 to May 2017. Dr. Hong holds a Ph.D. degree in Industrial Administration from National Tsing Hua University.
Yu-Shen Chen has been the Senior Executive Vice President and Chief Financial Officer since September 2020. He has been a professor of Accounting at National Chengchi University since August 2015. He is also a director of Taiwania Capital Buffalo Fund Co., Ltd. since 2018, and he has been the supervisor of Taiwan Corporate Governance Association since 2020. Dr. Chen holds a Ph.D. degree in Accounting from the State University of New York at Buffalo.
Tian-Tsair Su has been the President of our Consumer Business Group since January 2022. He is also a director of SENAO International Co., Ltd. since 2021. Mr. Su was the Chairman of Honghwa International Co., Ltd. from August 2019 to January 2022. Prior to that, Mr. Su served as the Senior Executive Vice President of our Administration Department from November 2017 to August 2019 and the Vice President of our Corporate Planning Department from May 2013 to November 2017. Mr. Su holds a master’s degree in Electrical Engineering from National Cheng Kung University.
Chih-Cheng Chien has been the President of our Network Technology Group since January 2022. He is also a director of SENAO International Co., Ltd. since 2020. Dr. Chien was the President of our Mobile Business Group from January 2021 to January 2022. Prior to that, Dr. Chien served as the President of our Telecommunication Training Institute from June 2020 to January 2021 and the Advisor of our Overseas New Business Office from November 2018 to June 2020. Dr. Chien holds a Ph.D. degree in Engineering Technology from National Taiwan University of Science and Technology.
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Hsueh-Lan Wu has been the President of our International Business Group since November 2018. Ms. Wu was the Vice President of our Enterprise Business Group from March 2018 to November 2018. Prior to that, Ms. Wu served as the Vice President of our Marketing Department from November 2016 to March 2018 and the Vice President of our Enterprise Business Group from November 2013 to November 2016. Ms. Wu holds a master’s degree in Information Management from National Taiwan University.
Chau-Young Lin has been the President of our Information Technology Group since April 2022. He is also a director of Chunghwa Precision Test Tech. Co., Ltd. since 2020. Prior to that, Dr. Lin had been the President of our Data Communications Business Group from June 2020 to April 2022 and the Senior Executive Vice President of our Administration Department from August 2019 to June 2020. He was also the President of our Southern Taiwan Business Group from March 2018 to August 2019. Dr. Lin holds a Ph.D. degree in Electronic Engineering from National Taiwan University of Science and Technology.
The following person served as our executive officer in 2022 and retired in the same year.
Hong-Chan Ma was our Senior Executive Vice President of Business from August 2018 to June 2022. Mr. Ma has been the Chairman of Chunghwa Precision Test Tech. Co., Ltd since June 2022. He was also the CISO and DPO of our company and a director of CHIEF, our consolidated subsidiary. Mr. Ma was the President of our Data Communications Business Group from August 2015 to August 2018, the Vice President of our Marketing Department from September 2012 to August 2015 and the Assistant Vice President of our Marketing Department from January 2011 to September 2012. Mr. Ma holds a master’s degree in Management Science from National Chiao Tung University.
B. Compensation
The board of directors has set up a compensation committee to be responsible for drafting, approving and periodically reviewing the compensation proposals for the directors and managers. See “C. Board Practices” for a discussion of our compensation committee.
Our Chairman and Chief Executive Officer, Mr. Chi-Mau Sheih, and our President, Mr. Shui-Yi Kuo, and our labor director Mr. Shih-Hung Tseng, to our board of directors, respectively, do not receive monthly compensation for acting as our directors because they receive salaries as employees.
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The aggregate amount of compensation to our directors and executive officers in 2020, 2021 and 2022 was NT$117,485,681, NT$106,456,778 and NT$118,997,365 (US$3,872,351.6), respectively. The aggregate amount of compensation in 2022 includes a NT$66,135,473 (US$2,152,146.9) salary payment for directors and executive officers, a NT$8,432,096 (US$274,393.0) pension payment for executive officers, a NT$39,479,796 (US$1,284,731.4) bonus accrued for directors and a NT$4,950,000 (US$161,080.4) bonus accrued for executive officers. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Dividends and Distributions” for a discussion of the distribution of bonuses and earnings.
All of our non-independent directors are legal representatives of the MOTC. The bonus in the amount of NT$38,551,757 (US$1,254,531.6) was paid directly to the MOTC in 2022 because such earnings distributions are not the individual income of these directors. Independent directors will not receive any earnings distributions.
Pursuant to ROC disclosure rules, we have disclosed the compensation range of our directors and senior management for the fiscal year ended December 31, 2022 as follows, excluding bonus accrued for legal entity the MOTC:
Total Compensation |
|
Directors |
Below NT$1,000,000 |
|
Lien-Chuan Lee, Hsiang-Ling Hu, Ching-Hwi Lee, Shin-Yi Chang, Sin-Horng Chen, Yu-Lin Huang, Hung-Yi Hsiao, Hsiu-Chuan Tsai, Lo-Yu Yen, Su-ming Lin, JenRan Chen, Chia-Chung Chen, Yu-Fen Lin, Chung-Chin Lu, Yi-Chin Tu |
NT$1,000,000 to NT$1,999,999 |
|
Shih-Hung Tseng(1) |
NT$2,000,000 to NT$3,499,999 |
|
None |
NT$3,500,000 to NT$4,999,999 |
|
None |
NT$5,000,000 to NT$9,999,999 |
|
Chi-Mau Sheih(2), Shui-Yi Kuo(3) |
Above NT$10,000,000 |
|
None |
Total |
|
18 people |
Total Compensation |
|
Senior Management |
Below NT$1,000,000 |
|
None |
NT$1,000,000 to NT$1,999,999 |
|
None |
NT$2,000,000 to NT$3,499,999 |
|
Tian-Tsair Su |
NT$3,500,000 to NT$4,999,999 |
|
None |
NT$5,000,000 to NT$9,999,999 |
|
Shui-Yi Kuo, Li-Show Wu, Rong-Shy Lin, Wei-Kuo Hong, Yu-Shen Chen, Chih-Cheng Chien, Hsueh-Lan Wu, Chau-Young Lin |
NT$10,000,000 to NT$14,999,999 |
|
Hong-Chan Ma |
Above NT$15,000,000 |
|
None |
Total |
|
10 people |
The compensation committee shall periodically review and assess compensation packages for the Board of Directors and executive management, which are then approved by the Board of Directors.
The compensation of the senior executives is linked to various KPI assessments, such as corporate performance, subordinate unit performance and personal performance, along with ESG outputs as an additional reference point for variable compensation.
We accrued NT$2,405,798 (US$78,288) pension expense for executive officers mentioned above in 2022. See “Item 5. Operating and Financial Review and Prospects—Overview—Personnel expenses” and Note 28 to our
68
consolidated financial statements included elsewhere in this annual report for descriptions about our pension plans. We do not have any service contracts with any directors providing for any benefits upon termination of employment.
C. Board Practices
We currently have 13 directors, including five independent directors. All of our directors were elected on May 27, 2022. The term is until May 26, 2025. Pursuant to the ROC Company Act, the directors may be removed from office at any time by a resolution adopted at a stockholders’ meeting. The chairman of our board of directors is elected by our directors. Our chairman presides at all meetings of our board of directors and also has the authority to act as our representative. We have not entered into any contract with any of our directors by which our directors are expected to receive benefits upon termination of their employment.
Our Articles of Incorporation provide for a board of directors consisting of seven to fifteen directors, one-fifth of whom shall be expert representatives. Pursuant to the ROC Company Act, the ROC Securities and Exchange Act and Article 12-1 of our Articles of Incorporation provide for the election of, starting from the fifth commencement of the board of directors, at least three independent directors out of the 7-to-15-member board. The term “independent director” may have a different meaning when used in Taiwan than in other jurisdictions. We have used a nominating process, with the stockholders choosing the directors, including independent directors from the list of nominees. With respect to certain material decisions to be made by our board of directors as specified in the ROC Securities and Exchange Act, the Business Mergers and Acquisitions Act and other relevant laws and regulations, including the adoption or amendment to our internal control system, material loans or guarantees, the issuance of equity-type securities, matters in which directors have personal interests, the appointment and discharge of auditors, approval of financial reports, the appointment and discharge of financial, accounting or internal auditing officers and other matters prescribed by the ROC FSC or other relevant competent authorities, the dissenting opinion or qualified opinion of an independent director is required to be noted in the minutes of the board of directors’ meeting and disclosed on the website maintained by the TWSE.
Our audit committee was established in September 2004 in accordance with the rules set forth in the NYSE Listed Company Manual, and was comprised of three independent directors. See “Item 16G. Corporate Governance—Audit Committee.” Starting from the date of the annual general meeting in June 2013, we have established a new audit committee that replaces our supervisors and our old audit committee in accordance with Paragraph 1, Article 14-4 of the ROC Securities and Exchange Act and our Articles of Incorporation, and as a result, we simultaneously comply with the relevant rules of the NYSE Listed Company Manual and the relevant rules and regulations in the ROC. Accordingly, our audit committee is currently composed of all independent directors, namely Su-ming Lin, Chia-Chung Chen, Yu-Fen Lin, Chung-Chin Lu and Yi-Chin Tu, to be the members of the audit committee.
Under the ROC Company Act, a person may serve as our director in his personal capacity or as the representative of another legal entity. A director who serves as the representative of a legal entity may be removed or replaced at any time at the discretion of that legal entity, and the replacement director may serve the remainder of the term of office of the replaced director. Except for our five independent directors, all of our directors are representatives of the MOTC.
The business address of our directors and executive officers is the same as our registered address.
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Our audit committee approves and handles following items: (i) adoption or amendment of internal control system in accordance to Article 14-1 of the Securities and Exchange Act; (ii) assessment of the effectiveness of the internal control system; (iii) adoption or amendment of procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees of others, pursuant to Article 36-1 of the Securities and Exchange Act; (iv) conflicts of interest on behalf of the directors; (v) material asset or derivatives transactions; (vi) material monetary loans, endorsements, or provisions of guarantee; (vii) the offering, issuance, or private placement of any equity-type securities; (viii) the hiring or dismissal of a CPA, or the compensation given thereto; (ix) the appointment or discharge of a financial, accounting, or internal auditing supervisor; (x) annual financial reports; (xi) the matters regulated by the Business Mergers and Acquisitions Act; (xii) the first to the third quarter financial reports; (xiii) communications and discussions with CPAs; (xiv) resolutions of potential differences of opinions between Company management and CPAs; (xv) discussing and reporting other financial information and required disclosures under the U.S. Securities Exchange Act between Company management and CPAs; (xvi) approving the CPA firm's annual audit and non-audit services; and (xvii) any other material matter so required by the Company or relevant authorities. Our board of directors has concluded that Su-ming Lin and Chia-Chung Chen are our audit committee financial experts.
In addition to our audit committee, we also have a corporate strategy committee. Our corporate strategy committee may comprise five to nine directors. Currently, there are seven directors on the Committee. It is responsible for: (i) reviewing and advising on our mid- to long-term goals and strategies; (ii) major investments and mergers and acquisitions; (iii) major reorganizations of our company; (iv) applications for or returns of business licenses; (v) annual operating plans and budget compilations and revisions; (vi) capital increases or decreases; and (vii) other major strategic decisions that may affect our development. Conclusions made by the corporate strategy committee are considered at a subsequent board of directors meeting.
Article 14-6 of the ROC Securities and Exchange Act requires all listed companies to establish a compensation committee for directors, supervisors, and managers’ compensation, which includes salary, stock options and other rewards, as well as authorizes the FSC to enact a regulation on the authorities of the compensation committee and the qualifications of its members. Accordingly, our compensation committee is composed of three independent directors (Su-ming Lin, Chia-Chung Chen and Yu-Fen Lin) and is responsible for (i) stipulating and periodically reviewing the performance of the directors and managers, as well as the policy, system, standard, and structure of salary and compensation; and (ii) periodically reviewing and stipulating the salary and compensation of the directors and managers. The proposals of the compensation committee should be presented to the board of directors for discussion. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Directors and Audit Committee.”
In addition, our board of directors engages with management on information security/cybersecurity issues. See “Item 4. Information on the Company—B. Business Overview—Cybersecurity and Personal Information Protection.”
In November 2003, the SEC approved changes to the NYSE’s listing standards related to the corporate governance practices of listed companies. Under these rules, listed foreign private issuers, like us, must disclose any significant ways in which their corporate governance practices differ from those followed by NYSE-listed non-foreign private issuers under the NYSE’s listing standards. See “Item 16G. Corporate Governance.” A copy of the significant differences between our corporate governance practices and NYSE corporate governance rules applicable to non-foreign private issuers is also available on our website at http://www.cht.com.tw. The information contained on our website is not a part of this annual report.
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D. Employees
As of December 31, 2022, we had 32,029 employees on a consolidated basis. Approximately 99% of our employees were based in the ROC. The following table is a breakdown of our employees from 2020 to 2022 on a consolidated basis.
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
Employees |
|
|
|
|
|
|
|
|
|
|||
Technical |
|
|
16,352 |
|
|
|
16,150 |
|
|
|
16,534 |
|
Operations |
|
|
14,031 |
|
|
|
13,852 |
|
|
|
13,630 |
|
Administrative |
|
|
1,835 |
|
|
|
1,810 |
|
|
|
1,865 |
|
Total |
|
|
32,218 |
|
|
|
31,812 |
|
|
|
32,029 |
|
The following table is a breakdown of our employees of Chunghwa Telecom Co., Ltd. from 2020 to 2022.
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
Employees |
|
|
|
|
|
|
|
|
|
|||
Technical |
|
|
12,115 |
|
|
|
11,855 |
|
|
|
11,664 |
|
Operations |
|
|
7,711 |
|
|
|
7,311 |
|
|
|
7,020 |
|
Administrative(1) |
|
|
1,224 |
|
|
|
1,185 |
|
|
|
1,198 |
|
Total |
|
|
21,050 |
|
|
|
20,351 |
|
|
|
19,882 |
|
As of December 31, 2022, 74.02% of our employees of Chunghwa Telecom Co., Ltd. had bachelor, master or doctoral degrees.
As of December 31, 2022, approximately 99.95% of our employees on a non-consolidated basis were members of our principal labor union. Our collective agreement sets forth work rules, grievance procedures and provides for union participation in performance evaluations and promotion decisions. Our union members also occupy a majority of the seats on our employee welfare and pension fund committees. We will continue to maintain a good relationship with our labor unions. We strive to have good communication with our employees and the labor unions by inviting representatives of our labor unions to attend various meetings related to the performance of our employees.
Pursuant to our Articles of Incorporation, our employees are entitled to 1.7% to 4.3% of the distributable earnings as employee compensation. Our practice in the past to determine the amount of the compensation has been based on the operating results. In the third quarter of 2022, we distributed compensation to our employees of NT$1.4 billion (US$46.5 million).
71
E. Share Ownership
As of February 28, 2023, our directors and executive officers personally held an aggregate of 382,182 shares of our common shares, representing around 0.005% of our outstanding common shares. The following table sets forth information with respect to the beneficial ownership of our common shares as of February 28, 2023 by each of our directors and executive officers.
Name |
|
Number |
|
|
% |
|
||
Chi-Mau Sheih |
|
|
72,054 |
|
|
* |
|
|
Shui-Yi Kuo |
|
|
35,000 |
|
|
* |
|
|
Hsiang-Ling Hu |
|
|
— |
|
|
|
— |
|
Ching-Hwi Lee |
|
|
— |
|
|
|
— |
|
Shin-Yi Chang |
|
|
— |
|
|
|
— |
|
Sin-Horng Chen |
|
|
15,729 |
|
|
* |
|
|
Hsiu-Chuan Tsai |
|
|
1,000 |
|
|
* |
|
|
Shih-Hung Tseng |
|
|
2,245 |
|
|
* |
|
|
Su-ming Lin |
|
|
— |
|
|
|
— |
|
Chia-Chung Chen |
|
|
— |
|
|
|
— |
|
Yu-Fen Lin |
|
|
— |
|
|
|
— |
|
Chung-Chin Lu |
|
|
— |
|
|
|
— |
|
Yi-Chin Tu |
|
|
— |
|
|
|
— |
|
Li-Show Wu |
|
|
32,964 |
|
|
* |
|
|
Rong-Shy Lin |
|
|
40,361 |
|
|
* |
|
|
Wei-Kuo Hong |
|
|
— |
|
|
|
— |
|
Yu-Shen Chen |
|
|
100,000 |
|
|
* |
|
|
Tian-Tsair Su |
|
|
32,341 |
|
|
* |
|
|
Chih-Cheng Chien |
|
|
19,600 |
|
|
* |
|
|
Hsueh-Lan Wu |
|
|
18,000 |
|
|
* |
|
|
Chau-Young Lin |
|
|
12,888 |
|
|
* |
|
|
* Stockholder beneficially owns less than 1.0% of our outstanding common shares.
Employee Stock Subscription Program
Under our Articles of Incorporation, we must reserve up to 10% to 15% of any new shares for subscription by our employees whenever we issue new shares for cash, unless otherwise approved by the central competent authority.
In 2015, 2017, 2018 and 2020, our consolidated subsidiary, CHIEF, which has been a public company since November 17, 2015, granted stock options to its employees entitling them to purchase common stock of CHIEF. As of December 31, 2020, 2021 and 2022, participants in CHIEF’s stock incentive plan had outstanding stock options to purchase 0.6 million, 0.4 million and 0.1 million common shares of CHIEF, respectively.
In 2019 and 2021, CHTSC, another consolidated subsidiary of ours, granted stock options to its employees to purchase common stock of CHTSC. As of December 31, 2020, 2021 and 2022, participants in CHTSC’s incentive plan had outstanding stock options to purchase 4.3 million, 6.5 million and 3.4 million common shares of CHTSC, respectively.
In 2013 and 2014, our consolidated subsidiary, IISI, which has been a public company since October 20, 2016, granted stock options to its employees entitling them to purchase common stock of IISI. As of December 31, 2020, participants in IISI’s stock incentive plan had outstanding stock options to purchase 0.5 million common shares of IISI. As of December 31, 2021 and 2022, there were no outstanding stock options.
72
In 2021 and 2022, our consolidated subsidiary, CLPT, granted stock options to its employees entitling them to purchase common stock of CLPT. As of December 31, 2021 and 2022, participants in CLPT’s stock incentive plan had outstanding stock options to purchase 0.6 million and 1.0 million common shares of CLPT, respectively.
See Note 34 to our consolidated financial statements, included elsewhere in this annual report, for additional details regarding share-based payment arrangements of CHIEF, CHTSC, IISI and CLPT.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
A. Major Stockholders
The following table sets forth information known to us with respect to the beneficial ownership of our shares (i) as of February 28, 2023, the most recent practicable date and (ii) as of certain book closure dates in each of the preceding three years, for the stockholders known by us to own at least 5.0% of our outstanding common shares. Beneficial ownership is determined in accordance with the SEC’s rules.
|
|
As of March 31, 2020 |
|
|
As of March 31, 2021 |
|
|
As of March 31, 2022 |
|
|
As of February 28, 2023 |
|
||||||||||||||||||||
Name |
|
number |
|
|
% |
|
|
number |
|
|
% |
|
|
number |
|
|
% |
|
|
number |
|
|
% |
|
||||||||
The ROC government(1)(2) |
|
|
3,263,615,684 |
|
|
|
42.07 |
|
|
|
3,265,349,684 |
|
|
|
42.10 |
|
|
|
3,301,701,984 |
|
|
|
42.56 |
|
|
3,320,526,730 |
|
|
|
42.80 |
|
|
The MOTC |
|
|
2,737,718,976 |
|
|
|
35.29 |
|
|
|
2,737,718,976 |
|
|
|
35.29 |
|
|
|
2,737,718,976 |
|
|
|
35.29 |
|
|
|
2,737,718,976 |
|
|
|
35.29 |
|
Shin Kong Life Insurance |
|
|
579,803,184 |
|
|
|
7.47 |
|
|
|
632,961,184 |
|
|
|
8.16 |
|
|
|
493,359,184 |
|
|
|
6.36 |
|
|
|
428,647,184 |
|
|
|
5.53 |
|
As of February 28, 2023, 30 record holders held 19,396,964 ADSs (each representing ten common shares), which represents approximately 2.5% of our total outstanding common shares. Because many of these ADSs were held by brokers or other nominees, we cannot ascertain the exact number of beneficial shareholders with addresses in the U.S.
None of our shareholders has different voting rights from other shareholders. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Voting Rights.” We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
B. Related Party Transactions
We have not extended any loans or credit to any of our directors or executive officers, and we have not provided guarantees for borrowings by any of these persons. We have not entered into any fee-paying contracts with any of these persons for them to provide services not within his or her capacity as a director or executive officer of our company, except that two of our directors who are also our employees receive salaries from our company in their capacity as our employees.
Please refer to “Item 4. Information on the Company—A. History and Development of the Company” for a discussion of our alliances, acquisitions and investments. Please refer to Notes 3, 14, 15 and 39 to our consolidated financial statements included elsewhere in this annual report for descriptions of Chunghwa’s subsidiaries, investments accounted for using equity method, and related party transactions.
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On April 1, 2007, Chunghwa entered into an agreement with SENAO making SENAO the exclusive distributor of mobile handsets to Chunghwa’s retail outlets. Under the terms of the agreement, SENAO also provides mobile handset sales services in Chunghwa’s retail outlets, exclusively sells Chunghwa’s SIM cards in SENAO’s own retail stores, and gets commission, subsidies of handset sold and warranties from Chunghwa. For the year ended December 31, 2022, SENAO received NT$7.2 billion (US$0.2 billion) from Chunghwa. Chunghwa also sells mobile handsets to SENAO. For the year ended December 31, 2022, Chunghwa sold mobile handsets to SENAO, which amounted to NT$3.8 billion (US$0.1 billion).
Honghwa contracted with Chunghwa to provide on-site sales services in Chunghwa’s retail stores and on-site equipment installation services to Chunghwa’s customers. Chunghwa paid Honghwa approximately NT$6.5 billion (US$0.2 billion) in 2022 for these services.
Chunghwa acquired network equipment and related supplies from Chunghwa System Integration for approximately NT$1.7 billion (US$55.7 million) in 2022.
Chunghwa paid Taiwan International Standard Electronics approximately NT$0.8 billion (US$27.5 million) in 2022 for the purchase of telecommunications exchange facilities and related supplies as well as the maintenance expenses.
Terms and conditions of the foregoing transactions with related parties were not significantly different from transactions with non-related parties. When no similar transactions with non-related parties can be referenced, terms and conditions were determined in accordance with mutual agreements.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
See Item 18 for a list of all consolidated financial statements filed as part of this annual report on Form 20-F.
We are not currently involved in material litigation or other proceedings that may have or have had in the recent past, significant effects on our financial position or profitability. See “Item 4. Information on the Company—B. Business Overview—Legal Proceedings.”
For our policy on dividend distributions, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Dividends and Distributions.” The following table sets forth the dividends declared on each of our common shares and in the aggregate for each of the years from 2018 to 2022. All of these dividends were paid, in the fiscal year following the period with respect to which the dividends relate.
|
|
Dividends Per |
|
|
Total |
|
||
|
|
NT$ |
|
|
NT$ in billions |
|
||
Year ended December 31, 2018 |
|
|
4.4790 |
|
|
|
34.7 |
|
Year ended December 31, 2019 |
|
|
4.2260 |
|
|
|
32.8 |
|
Year ended December 31, 2020 |
|
|
4.3060 |
|
|
|
33.4 |
|
Year ended December 31, 2021 |
|
|
4.6080 |
|
|
|
35.7 |
|
Year ended December 31, 2022(2) |
|
|
4.7020 |
|
|
|
36.5 |
|
74
We are committed to maximizing stockholder value and intend to maintain a sustainable dividend policy, subject to a number of commercial factors, including the interests of our stockholders, cash requirements for future capital expenditures and investments, as well as relevant industry and market practice. The amount of our net income determined for purposes of calculating our annual dividend payout will be calculated based on Taiwan IFRSs, which may differ from the amount of our net income determined in accordance with IFRSs.
B. Significant Changes
Other than as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of the annual consolidated financial statements included in this annual report.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
Market Price Information for Our Common Shares
Our common shares have been listed on the TWSE under the number “2412” since October 27, 2000. There is no public market outside Taiwan for our common shares. The closing price for our common shares on the TWSE on April 6, 2023 was NT$120.5 per share.
Market Price Information for Our American Depositary Shares
Our ADSs have been listed on the NYSE under the symbol “CHT” since July 17, 2003. The outstanding ADSs are identified by the CUSIP number 17133Q502. The closing price for our ADSs on the NYSE on April 6, 2023 was US$39.49 per ADS. Each of our ADSs represents the right to receive ten shares.
As of April 6, 2023, a total of 19,221,964 ADSs and 7,757,446,545 common shares (including those represented by ADSs) were outstanding. With certain limited exceptions, holders of shares that are not ROC persons are required to hold these shares through a brokerage or custodial account in the ROC.
B. Plan of Distribution
Not applicable.
C. Markets
The principal trading market for our common shares is the TWSE and the principal trading market for our ADSs is the NYSE.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
75
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Set forth below is information relating to our capital structure, including brief summaries of material provisions of our Articles of Incorporation, the ROC Securities and Exchange Law, the ROC Company Act, and the Telecommunications Management Act, all as currently in effect. The following summaries are qualified in their entirety by reference to our Articles of Incorporation, the ROC Securities and Exchange Law, the ROC Company Act, and the Telecommunications Management Act.
Objects and Purpose
The scope of business of Chunghwa Telecom Co., Ltd. as set forth in Article 2 of our Articles of Incorporation, includes (i) telecommunications enterprises, (ii) installation of the computer equipment and radio-frequency equipment whose operation is controlled by the telecommunication business, (iii) telecommunications equipment wholesale, retail and engineering businesses, (iv) engineering and operation of information software and information process service businesses, (v) apparatus and electric appliance installation and construction business, (vi) television program production, distribution and commercial business, (vii) broadcasting program distribution and commercial business, (viii) the third party payment business, (ix) water pipe construction business, (x) machinery and equipment manufacturing business, (xi) traffic signal installation and construction, and traffic labels construction business, (xii) medical device wholesale and retail business, and (xiii) other businesses, except any business requiring a special permit or otherwise restricted by law or regulation.
General
Under our Articles of Incorporation, our authorized capital was NT$120,000,000,000 divided into 12,000,000,000 common shares, with a par value of NT$10 per share. We have set aside 200,000,000 common shares from the aforementioned common shares for the exercise of any future issuances of stock warrants, preferred shares with warrants, and bonds with warrants. Our paid-in capital is NT$77,574,465,450 divided into 7,757,446,545 common shares. We currently do not have any other equity in the form of preferred shares, bonds or otherwise outstanding as of the date of this annual report.
The MOTC, on behalf of the government of the ROC, owned approximately 35.29% of our outstanding common shares as of December 31, 2022.
Directors and Audit Committee
Our Articles of Incorporation provide for a board of directors consisting of seven to fifteen directors, and one-fifth of these directors shall be professionals of domain knowledge. See “Item 6. Directors, Senior Management and Employees—C. Board Practices.” Pursuant to the ROC Securities and Exchange Act, for a company that has established an audit committee, unless otherwise provided for by law, the provisions regarding supervisors in the ROC Securities and Exchange Act, the ROC Company Act, and other laws and regulations shall apply mutatis mutandis to the audit committee.
Under the ROC Company Act, our board of directors, in conducting our business, shall act in accordance with laws and regulations, our Articles of Incorporation and the resolutions adopted at the meetings of our stockholders. Where any resolution adopted by our board of directors contravenes laws, our Articles of Incorporation and the resolutions adopted at the meetings of our stockholders, thereby causing loss or damage to us, all directors taking part in the adoption of such resolution shall be liable to compensate us for such loss or damage; however, those directors whose disagreement appears on record or is expressed in writing shall be exempted from liability.
76
If our board of directors decides, by resolution, to commit any act in violation of any law or our Articles of Incorporation, any of our independent directors or any stockholder who has continuously held our shares for a period of one year or longer may request our board of directors to discontinue such act. One or more stockholders who have held 1% or more of the total number of our outstanding shares for six months or a longer time may send a written request to require an independent director to bring an action on our behalf against a director for losses suffered by us as a result of unlawful actions. In addition, if our stockholders’ meeting resolves to institute an action against a director, we shall, within 30 days from the date of such resolution, institute the action. In case of a lawsuit between us and a director, an independent director shall act on our behalf, unless otherwise provided by law; and our stockholders meeting may also appoint some other person to act on our behalf in a lawsuit.
According to the ROC Company Act, our board of directors owes fiduciary duty to us. Our directors are liable for the damages to be sustained by us if they breach their fiduciary duty. In addition, if a director, his or her spouse, his or her blood relative within second degree of kinship, or any company which has a controlling or subordinate relation with him or her, have a personal interest in a matter to be discussed at the meeting of the board of directors, the director shall specify such conflict; if the conflict may cause damages to our company, the director shall abstain from voting on the matter, and shall not serve as a proxy and vote on behalf of another director.
According to our Articles of Incorporation, the remuneration and compensation of the directors shall be determined by the board of directors based on the participation and the contribution of each director in the business operation of our company and referencing the regular standards of other corporations in the similar industry. Our Articles of Incorporation do not impose a mandatory retirement age for our directors. Furthermore, our Articles of Incorporation do not impose a shareholding qualification for each director. According to our Code of Ethics, we may not extend any loans to our directors.
Dividends and Distributions
At each annual general stockholders’ meeting, our board of directors submits to the stockholders for their approval any proposal for the distribution of dividends or the making of any other distribution to stockholders from our net income for the preceding fiscal year. All common shares outstanding and fully paid as of the relevant record date are entitled to share equally in any dividend or other distribution so approved. Dividends may be distributed in cash, in the form of common shares or a combination of the two, as determined by the stockholders at the meeting.
We are not permitted to distribute dividends or make other distributions to stockholders in any year in which we do not have any net income or unappropriated earnings (excluding reserves). The ROC Company Act also requires that 10% of our annual net income, less prior years’ losses and outstanding tax, if any, be set aside as a legal reserve until the accumulated legal reserve equals our paid-in capital. We may also set aside special reserve by the resolution of our stockholders’ meeting. In addition, our Articles of Incorporation provide that at least 50% of the remaining portion of the net income, less accumulated losses, outstanding taxes, the legal reserve and any special reserve, plus accumulated retained earnings from prior years will be distributed as dividends to stockholders. Under our Articles of Incorporation, not less than 50% of the total amount of the distributed dividends must be in cash, but if the cash dividends to be distributed are less than NT$0.10 per share, the dividends may be distributed in the form of shares. The actual percentage of distribution would take actual profitability of the year, capital budgeting, and status of finance into consideration, and would be executed following a resolution of shareholders’ meeting.
Pursuant to our current Articles of Incorporation, in annual profit-making year, we should distribute 1.7% to 4.3% of profit as employees’ compensation, and not more than 0.17% of profit should be distributed as directors’ compensation; however, if we have any accumulated losses, an amount to offset losses should be reserved in advance.
Under the ROC Company Act, if we do not incur a loss, we are permitted to make distributions on a pro rata basis to our stockholders of additional common shares or cash by the legal reserve, the premium derived from the issuance of new shares and the income from endowments received by us. We are allowed to make the above distributions to our stockholders by legal reserve only if the legal reserve exceeds 25% of our paid-in capital. Furthermore, subject to the provision under our Articles of Incorporation, such distribution should firstly be made by the premium derived from the issuance of new shares.
77
Changes in Share Capital
Under the ROC Company Act, any change in our authorized share capital requires an amendment to our Articles of Incorporation, which in turn requires approval at our stockholders’ meeting. Authorized but unissued common shares may be issued, subject to applicable ROC law, upon terms as our board of directors may determine.
Preemptive Rights
Under the ROC Company Act and our Articles of Incorporation, when we issue new shares for cash, unless otherwise approved by the central competent authority, our employees have rights to subscribe for between 10% and 15% of the new issue, and we have rights to restrain the shares subscribed by employees from being transferred within a specific period of time, which should not be longer than two years. Except for the shares reserved in accordance with the ROC Company Act, we are required to inform our existing shareholders of their rights to subscribe for additional shares pro rata to their respective shareholding and to note that the shareholders will lose their pre-emptive right if they fail to subscribe for the new shares within the prescribed period. In the event that there is any new share that has not been subscribed for by the existing shareholders or our employees pursuant to their respective pre-emptive rights, we may offer such shares to other investors through public offering or private negotiation with any person designated by us.
In addition, in accordance with the ROC Securities and Exchange Act, a public company such as us that intends to offer new shares for cash must offer to the public at least 10% of the shares to be sold except in certain limited circumstances. This percentage can be increased by a resolution passed at a stockholders’ meeting, held in accordance with the Company Act and our Articles of Incorporation, which would diminish the number of new shares subject to the preemptive rights of existing stockholders.
Meetings of Stockholders
Pursuant to the ROC Securities and Exchange Act, as a listed company, we must hold a general shareholders’ meeting within six months after the end of each fiscal year and may not seek any extension for such meeting. These meetings are generally held in New Taipei City, Taiwan. Special stockholders’ meetings may be convened by resolution of the board of directors, or by the board of directors upon the written request of any stockholder or stockholders who have held 3% or more of the issued shares continuously for one year or longer, or by the stockholders who have held over 50% of the issued shares continuously for three months or longer. Stockholders’ meetings may also be convened by an independent director. Notice in writing of general meetings of stockholders, stating the place, time and agenda must be dispatched to each stockholder at least 30 days, in the case of general meetings, and 15 days, in the case of special meetings, before the date set for each meeting. Except in certain circumstances described below, a majority of the holders of all issued and outstanding common shares present at a stockholders’ meeting constitutes a quorum for meetings of stockholders. Stockholders of 1% or more of the total number of our outstanding shares are entitled to submit, during the period of time prescribed by us no less than ten days, one proposal each year for consideration at our annual general stockholders’ meeting in accordance with the ROC Company Act.
Voting Rights
As previously required by the ROC Company Act, our Articles of Incorporation provide that a holder of common shares has one vote for each common share. Cumulative voting applies to the election of our directors. The election of independent and non-independent directors should be held simultaneously while the ballots for the election of directors and independent directors are cast separately. According to Article 146-1 of the Insurance Act of the ROC, insurance companies that hold our shares may not be our directors or vote for the election of our directors.
78
In general, a resolution can be adopted by the holders of more than one-half of the common shares represented at a stockholders’ meeting at which the holders of more than half of all issued and outstanding common shares are present. Under the ROC Company Act, the approval by more than one-half of the common shares represented at a stockholders’ meeting in which a quorum of at least two-thirds of all issued and outstanding common shares are represented is required for major corporate actions, including:
Alternatively, the ROC Company Act provides that in the case of a public company, such as us, a resolution may be adopted by the holders of at least two-thirds of the common shares represented at a meeting of stockholders at which holders of more than one-half of issued and outstanding common shares are present.
A stockholder may be represented at a general or special meeting by proxy if a valid proxy form, which is printed by the company, is delivered to us five days before the commencement of the general or special stockholders’ meeting. Except for trust enterprises or share registrar approved by the Securities and Futures Bureau of the FSC, where one person is appointed as proxy by two or more stockholders who together hold more than 3% of the total issued common shares, the votes of those stockholders in excess of 3% of the outstanding common shares shall not be counted. Alternatively, if the stockholder would like to exercise its voting right at a general or special meeting but cannot be present at the meeting in person, we have set up an electronic voting mechanism for such stockholder to exercise voting right. The stockholder is not allowed to exercise voting right through an electronic voting mechanism if such stockholder fails to revoke the granted proxy (if any) at least two days prior to the general or special meeting.
At the time of any vote, if a director of a public company has pledged more than half of the holding at the time the director was elected, such director will not be allowed to exercise the voting rights with respect to the number of shares pledged in excess of the half of the number of shares that such director held in such public company at the time the director was elected. The maximum number of shares ineligible for voting pursuant to the provision above cannot exceed half of the number of shares that such director held in such public company at the time the director was elected. In addition, any shares that were ineligible for voting pursuant to the above provision would not count as being present for such vote, but may be counted as present for calculation of attendance quorum.
Any stockholder who has a personal interest in the matter under discussion at a stockholders’ meeting, the outcome of which may impair our interests, shall not vote or exercise voting rights on behalf of another stockholder; the shares held by such stockholder will not be counted as present for such vote but, may be counted as present for calculation of attendance quorum.
Holders of our ADSs generally will not be able to exercise voting rights on the common shares underlying ADSs on an individual basis.
Other Rights of Stockholders
79
Under the ROC Company Act and the Business Mergers and Acquisitions Act, dissenting stockholders who also made negative votes or waived their voting rights are entitled to appraisal rights in certain major corporate actions, such as a planned transfer of the whole or part of the business or a proposed merger by us. A dissenting stockholder who voted against the proposed transaction or otherwise abstained from voting may request us to purchase back all of the shares owned by the stockholder at a fair price determined by mutual agreement or determined by the court if a mutual agreement cannot be reached. For example, if we propose to split up or to consolidate or merge with another company, stockholders may exercise their appraisal rights by serving a written notice or raising his objection verbally with a record prior to or during the related stockholders’ meeting. Moreover, a stockholder has the right to file a petition in the court for annulment of any resolution adopted at a stockholders’ meeting where the procedures for convening the stockholders’ meeting or the method of adopting the resolutions at the meeting is contrary to law or our Articles of Incorporation.
We have adopted a nomination procedure for election of directors as stipulated in the ROC Company Act, which provides that stockholders holding 1% or more of our total issued shares may submit to us a list of candidates for directors, including independent directors.
Register of Stockholders and Record Dates
Our share registrar, Yuanta Securities Co., Ltd., maintains our register of stockholders at its offices in Taipei City, Taiwan. Under the ROC Company Act, we may, by giving advance public notice, set a record date and close the register of stockholders for a specified period in order for us to determine the stockholders or pledgees that are entitled to rights pertaining to the common shares. The specified period starting from such record date (to determine the entitled stockholders or pledgees) required is as follows:
Annual Consolidated Financial Statements
At least ten days before the annual general stockholders’ meeting, our annual consolidated financial statements prepared in accordance with Taiwan IFRSs, the business report, and the earnings distribution or losses offsetting proposal, must be available at our principal office in Taipei City, Taiwan for inspection by the stockholders.
Transfer of Common Shares
In accordance with our Articles of Incorporation, all of our shares are currently issued and transferred in book-entry form instead of issuing physical share certificates. After the book closure date, the Taiwan Depository & Clearing Corporation, or the TDCC, will deliver the names and addresses of the shareholders as of the book closure date to our registrar, Yuanta Securities Co., Ltd. Only shareholders as of the book closure date can assert shareholder rights against us.
Acquisition of Our Own Common Shares
Under the ROC Company Act, with minor exceptions, we cannot acquire our own common shares. Any common shares acquired by us, under certain of such minor exceptions, must be sold at the market price within six months after their acquisition.
In addition, under the ROC Securities and Exchange Act, a company whose shares are listed on the TWSE or traded on the Taipei Exchange (formerly known as Gre Tai Securities Market) may, pursuant to a board resolution adopted by a majority consent at a meeting attended by more than two-thirds of the directors and pursuant to the procedures prescribed by the Securities and Futures Bureau of the FSC, purchase its shares for the following purposes on the TWSE, the Taipei Exchange or by a tender offer:
80
The total shares purchased by us shall not exceed 10% of our total issued and outstanding shares. In addition, the total amount for purchase of the shares shall not exceed the aggregate amount of our retained earnings, the premium from our shares issues and the realized portion of our capital surplus.
The shares purchased by us pursuant to items (1) and (2) above shall be transferred to the intended transferees within five years after the purchase; otherwise the same shall be cancelled. For the shares to be cancelled pursuant to item (3) above, we shall complete amendment registration for such cancellation within six months after the purchase.
The shares purchased by us shall not be pledged or hypothecated. In addition, we may not exercise any stockholders’ rights attaching to these shares. Under the ROC Company Act, we may transfer the treasury stock to our employees and impose transfer restrictions on the shares up to two years.
Liquidation Rights
In the event of our liquidation, the assets remaining after payment of all debts, liquidation expenses and taxes will be distributed pro rata to the stockholders in accordance with the relevant provisions of the ROC Company Act.
Substantial Stockholders and Transfer Restrictions
The ROC Securities and Exchange Act currently requires for public companies that (i) each director, supervisor, manager, as well as their respective spouses, minor children and nominees, and substantial stockholder (i.e., a stockholder who, together with his or her spouse, minor children or nominees, holds more than 10% of the shares of a public company) to report any change in that person’s shareholding to the issuer of the shares on a monthly basis and (ii) each director, supervisor, manager or substantial stockholder holding such common shares for more than a six month period to report his or her intent to transfer any shares listed on the TWSE or traded on the Taipei Exchange (formerly known as Gre Tai Securities Market) to the Securities and Futures Bureau of the FSC at least three days before the intended transfer, unless the number of shares to be transferred each day is no more than 10,000 shares. ADS holders holding more than 10% of our common shares, including common shares represented by ADSs, may be subject to the above-mentioned obligations.
In addition, the number of shares that can be sold or transferred on the TWSE or the Taipei Exchange (formerly known as Gre Tai Securities Market) by any person subject to the restrictions described above on any given day may not exceed:
Block trading, auction sale, purchase by auction, after-hours trading and sales or transfers of our ADSs are not subject to these restrictions; however, these restrictions will still apply to sales of common shares upon withdrawal of ADSs.
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C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described elsewhere in this annual report.
D. Exchange Controls
Foreign Investment and Exchange Controls in Taiwan
We have extracted from publicly available documents the information presented in this section. Please note that citizens of the PRC and entities organized in the PRC are subject to special ROC laws, rules and regulations, which are not discussed in this section.
General
Historically, foreign investments in the securities market of Taiwan were restricted. However, commencing in 1983, the Taiwan government has from time to time enacted legislation and adopted regulations to make foreign investment in the Taiwan securities market possible. Initially, only overseas investment trust funds of authorized securities investment trust enterprises established in Taiwan were permitted to invest in the Taiwan securities market. Since January 1, 1991, qualified foreign institutional investors are allowed to make investments in the Taiwan listed securities market. Since March 1, 1996, overseas Chinese, non-resident foreign institutional and individual investors (other than qualified foreign institutional investors), called “general foreign investors,” are permitted to make direct investments in the Taiwan securities market.
Foreign Investment in Taiwan Securities Market
On December 28, 1990, the Executive Yuan, the cabinet of the ROC government, approved guidelines drafted by the Securities and Futures Commission (the predecessor of the Securities and Futures Bureau), which, since January 1, 1991, has allowed direct foreign investment in Taiwan’s securities that are listed on the TWSE or other Taiwan securities approved by the Securities and Futures Bureau by certain eligible qualified foreign institutional investors.
In addition to qualified foreign institutional investors, certain individual and foreign institutional investors which meet certain qualifications set by the Securities and Futures Bureau may invest in the shares of TWSE-listed companies, the Taipei Exchange (formerly known as Gre Tai Securities Market) traded companies, emerging market companies or other Taiwan securities approved by the Securities and Futures Bureau up to a limit of US$50 million (in the case of institutional investors) and US$5 million (in the case of individual investors) after obtaining permission from the TWSE.
On September 30, 2003 and June 15, 2004, the Securities and Futures Bureau issued amendments to the “Guideline Governing Investment in Securities by Overseas Chinese and Foreign Nationals” and relevant regulations, in which the Securities and Futures Bureau lifted certain restrictions and simplified the procedures required for foreign investments in Taiwan’s securities market. The amendment focuses mainly on the following aspects:
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Currently, subject to the specific restriction imposed by relevant regulations, the off-shore foreign institutional investors may invest in the Taiwan securities market without any amount of restriction. However, a ceiling may be separately determined by the Securities and Futures Bureau after consultation with the Central Bank of the ROC (Taiwan) for investment by offshore overseas Chinese and foreign individual investors.
Foreign Investment Approval
Other than investments permitted under Guideline Governing Investment in Securities by Overseas Chinese and Foreign Nationals, foreign investors (other than PRC persons) who wish to make (i) direct investments in the shares of Taiwan private companies or (ii) investment in 10% or more of the equity shares of a Taiwan company listed on TWSE or Taipei Exchange in any single transaction are required to submit a “foreign investment approval” application to the Investment Commission of the Ministry of Economic Affairs of Taiwan, or the “Investment Commission” or other government authority to qualify for benefits granted under the Statute for Investment by Foreign Nationals. The Investment Commission or other government authority reviews each foreign investment approval application and approves or disapproves the application after consultation with other governmental agencies. Any non-Taiwan person possessing a foreign investment approval may remit capital for the approved investment and repatriate annual net profits and interests and cash dividends attributable to an approved investment. Stock dividends, investment capital and capital gains attributable to the investment may be repatriated with approval of the Investment Commission or other government authority.
In addition to the general restrictions against direct investment by non-Taiwan persons in Taiwan companies, non-Taiwan persons are currently prohibited from investing in prohibited industries in Taiwan under the Negative List promulgated by the Executive Yuan from time to time. The prohibition on direct foreign investment in the prohibited industries in the Negative List is absolute with the consequence of certain specific exemptions from the application of the Negative List. Under the Negative List, some other industries are restricted so that non-Taiwan persons may directly invest only up to a specified level and with the specific approval of the relevant authority which is responsible for enforcing the legislation which the negative list is intended to implement. The telecommunication industry is a restricted industry under the Negative List.
Depositary Receipts
In April 1992, the Securities and Futures Bureau began allowing Taiwan companies listed on the TWSE, with the prior approval of the Securities and Futures Bureau, to sponsor the issuance and sale of depositary receipts evidencing depositary shares. In December 1994, the ROC Ministry of Finance began allowing companies whose shares are traded on the Taipei Exchange (formerly known as Gre Tai Securities Market) also to sponsor the issuance and sale of depositary receipts evidencing depositary shares representing shares of its capital stock. Approvals for these issuances are still required.
After the issuance of a depositary share, a holder of the depositary receipt evidencing the depositary shares may request the depositary issuing the depositary share to cause the underlying shares to be sold in Taiwan and to distribute the proceeds of the sale to or to withdraw the shares and deliver the shares to the depositary receipt holder. A citizen of the PRC is not permitted to withdraw and hold our shares.
If you are an offshore foreign institutional investor holding the depositary receipts, you must register with the TWSE as a foreign investor before you will be permitted to withdraw the shares represented by the depositary receipts. In addition to obtaining registration with the TWSE, you must also (i) appoint a qualified local agent 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, (ii) appoint a custodian bank to hold the securities and cash proceeds, confirm transactions, settle trades and report and declare other relevant information; and (iii) appoint a tax guarantor as guarantor for the full compliance of the withdrawing depositary receipt holder’s tax filing and payment obligations in the ROC. A depositary receipt holder
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not registered as a foreign investor with the TWSE, or not has made the necessary appointments as outlined above, will be unable to hold or subsequently transfer the shares withdrawn from the depositary receipt facility.
No deposits of shares may be made in a depositary receipt facility and no depositary shares may be issued against deposits without specific Securities and Futures Bureau approval, unless they are:
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:
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 payment for rights offerings. The depositary may be required to obtain foreign exchange payment 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.
Exchange Controls
Taiwan’s Foreign Exchange Control Statute and regulations provide that all foreign exchange transactions must be executed by banks designated to handle foreign exchange transactions by the FSC and by the Central Bank of the ROC (Taiwan). Current regulations favor trade-related foreign exchange transactions. Consequently, foreign currency earned from exports of merchandise and services may now be retained and used freely by exporters. All foreign currency needed for the importation of merchandise and services may be purchased freely from the designated foreign exchange banks.
Aside from trade-related foreign exchange transactions, Taiwan companies and residents may remit to and from Taiwan foreign currencies of up to US$50 million (or its equivalent) and US$5 million, (or its equivalent), respectively, in each calendar year. These limits apply to remittances involving conversion between New Taiwan dollars and U.S. dollars or other foreign currencies. A requirement is also imposed on all private enterprises to register all medium and long-term foreign debt with the Central Bank of the ROC (Taiwan).
In addition, a foreign person without an alien resident card or an unrecognized foreign entity may remit to and from Taiwan foreign currencies of up to US$100,000 per remittance if required documentation is provided to Taiwan authorities. This limit applies only to remittances involving conversion between New Taiwan dollars and U.S. dollars or other foreign currencies.
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E. Taxation
ROC Taxation
The discussion below describes the principal ROC tax consequences of the ownership and disposition of ADSs representing common shares and of common shares. It applies to you only if you are:
You should also consult your tax advisors concerning the tax consequences of owning ADSs and common shares in the ROC and any other relevant taxing jurisdiction to which they are subject.
Dividends
Dividends declared by us out of our retained earnings and distributed to you are subject to ROC withholding tax, currently at the rate of 21%, pursuant to the amendment to the Standards of Withholding Rates for Various Incomes promulgated by the Ministry of Finance of the ROC effective from January 1, 2018, on the amount of the distribution in the case of cash dividends or on the par value of the common shares in the case of stock dividends.
Share or cash dividends paid by us out of our capital surplus which are derived from the issuance of shares at a premium are not subject to ROC withholding tax. According to the rulings of Ref. Tai-Tsai-Hsuei-Tzi-09504509440 issued by the Ministry of Finance of the ROC, if a company reduces its share capital and redeems for cash its outstanding common shares issued to the company’s stockholders by capitalization of capital surplus, those premiums under the capitalized capital surplus derived from re-evaluation of assets, sale of lands and/or merger with other enterprises shall be deemed as the gain in the stockholders’ capital investment, and shall be deemed as stockholders’ dividend income (or investment revenue) and be subject to ROC income tax.
As the legal reserve is set-aside from company’s profit earnings (after tax) in accordance with Article 237 of the ROC Company Act, receipt of distribution of legal reserve shall be deemed as stockholders’ dividend income (or investment revenue) and be subject to ROC income tax collected by way of withholding at the time of distribution, currently at the rate of 21%, unless a lower withholding rate is provided under a tax treaty between the ROC and the jurisdiction where the non-ROC stockholder is a resident.
Capital Gains
Gains from the sale of property in the ROC are generally subject to ROC income tax. Effective January 1, 2016, capital gain on the sale of common shares, including common shares withdrawn from the ADS facility, realized by a non-resident individual or non-resident entity is no longer subject to the capital gain tax and is further exempted from alternative minimum tax, or the AMT.
Sales of ADSs by you are regarded as transactions relating to property located outside the ROC and thus any gains derived therefrom are currently not subject to ROC income tax.
Preemptive Rights
Distributions of statutory preemptive rights for common shares in compliance with ROC law are not subject to any ROC tax. Proceeds derived from sales of statutory preemptive rights evidenced by securities are subject to securities transaction tax at the rate of 0.3% of the gross amount received. Proceeds derived from sales of statutory preemptive rights which are not evidenced by securities are subject to capital gains tax at the rate of 20% of the gains realized if the seller is a non-ROC resident regardless of whether the non-ROC resident is an individual or entity.
Subject to compliance with ROC law, we, at our sole discretion, can determine whether statutory preemptive rights shall be evidenced by issuance of securities.
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Securities Transaction Tax
A securities transaction tax, at the rate of 0.3% of the gross amount received, payable by the seller will be withheld upon a sale of common shares in Taiwan. Transfers of ADSs are not subject to ROC securities transaction tax. According to a letter issued by the Ministry of Finance of the ROC in 1996, withdrawal of common shares from the deposit facility will not be subject to ROC securities transaction tax.
Estate Taxation and Gift Tax
ROC estate tax is payable on any property within Taiwan of a deceased person who is a non-resident individual, and ROC gift tax is payable on any property within Taiwan donated by any such person. Under ROC estate and gift tax laws, common shares issued by Taiwan companies are deemed located in Taiwan regardless of the location of the owner. It is not clear whether a holder of ADSs will be considered to own common shares for this purpose. Estate tax is payable at rates ranging from 10% of the first NT$50,000,000 to 20% of amounts over NT$100,000,000, and gift tax is payable at rates ranging from 10% of the first NT$25,000,000 to 20% of amounts over NT$50,000,000.
Tax Treaty
The ROC does not have an income tax treaty with the U.S. On the other hand, the ROC has income tax treaties with Indonesia, Israel, Singapore, South Africa, Australia, Vietnam, New Zealand, Malaysia, North Macedonia, Switzerland, the Netherlands, United Kingdom, Gambia, Senegal, Sweden, Belgium, Denmark, Paraguay, Hungary, France, India, Slovakia, Germany, Thailand, Eswatini, Luxembourg, Kiribati, Austria, Italy, Japan, Canada, Poland, Czech Republic and Saudi Arabia, which may limit the rate of ROC withholding tax on dividends paid with respect to common shares in Taiwan companies. It is unclear whether if you hold ADSs, you will be considered to hold common shares for the purposes of these treaties. Accordingly, if you may otherwise be entitled to the benefits of the relevant income tax treaty, you should consult your tax advisors concerning your eligibility for the benefits with respect to the ADSs.
U.S. Federal Income Tax Considerations for U.S. Holders
The following is a summary of certain U.S. federal income tax consequences, as of the date hereof, of the ownership and disposition of our shares and ADSs. The discussion set forth below is applicable only to beneficial owners of our shares or ADSs that hold the shares or ADSs as capital assets and that are U.S. holders (defined below) and non-residents of the ROC. You are a U.S. holder if you are:
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This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. It is for general purposes only and you should not consider it to be tax advice. In addition, it assumes that the deposit agreement and any related agreement will be performed in accordance with their terms. This summary does not represent a detailed description of all the U.S. federal income tax consequences to you in light of your particular circumstances and does not address the effects of any state, local or non-U.S. tax laws (or other U.S. federal tax consequences, such as U.S. federal estate or gift tax consequences or the Medicare tax on net investment income). In addition, it does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:
We cannot assure you that a later change in law will not alter significantly the tax considerations that we describe in this summary. If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding our shares or ADSs, you should consult your tax advisor.
You should consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the ownership and disposition of the shares or ADSs, as well as the consequences to you arising under other U.S. federal tax laws and the laws of any other taxing jurisdiction.
In general, for U.S. federal income tax purposes, a U.S. holder who is the beneficial owner of an ADS will be treated as the owner of the shares underlying such ADS. Deposits or withdrawals of shares, actually or constructively, by U.S. holders for ADSs will not be subject to U.S. federal income tax.
Taxation of Dividends
The gross amount of distributions (other than certain pro rata distributions of shares to all stockholders) you receive on your shares or ADSs, including amounts withheld in respect of ROC withholding taxes, will generally be treated as dividend income to you to the extent the distributions are made from our current or accumulated earnings and profits as calculated according to U.S. federal income tax principles. These amounts (including withheld taxes) will be includible in your gross income as ordinary income on the day you actually or constructively receive the distributions, which in the case of an ADS will be the date actually or constructively received by the depositary. You will not be entitled to claim a dividends-received deduction generally allowed to corporations under the Code for any distributions that you receive from us.
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Subject to applicable limitations (including a minimum holding period requirement), dividends received by non-corporate U.S. holders from a qualified foreign corporation may be treated as “qualified dividend income” that is subject to reduced rates of taxation. Subject to the discussion below under “—Passive Foreign Investment Company,” a foreign corporation is generally treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the U.S. Under current U.S. Treasury Department guidance, our ADSs, which are listed on the NYSE, but not our shares, are treated as readily tradable on an established securities market in the U.S. Thus, we do not believe that dividends that we pay on our shares that are not represented by ADSs currently meet the conditions required for these reduced tax rates. There also can be no assurance that our ADSs will continue to be readily tradable on an established securities market in the U.S. in later years, or that our shares will be readily tradable on an established securities market in the U.S. in any given year. You should consult your own tax advisor regarding the application of these rules given your particular circumstances.
The amount of any dividend paid in NT dollars will equal the U.S. dollar value of the NT dollars you receive, calculated by reference to the exchange rate in effect on the date you actually or constructively receive the dividend, which in the case of an ADS will be the date actually or constructively received by the depositary, regardless of whether the NT dollars are actually converted into U.S. dollars. If the NT dollars received as a dividend are converted into U.S. dollars on the date they are actually or constructively received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the NT dollars received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a basis in the NT dollars equal to their U.S. dollar value on the date of receipt. Any gain or loss you realize if you subsequently sell or otherwise dispose of the NT dollars will be treated as ordinary income or loss from sources within the U.S. for foreign tax credit limitation purposes.
Subject to certain conditions and limitations under the Code, you may be entitled to a credit against your U.S. federal income taxes or a deduction for any ROC taxes that are withheld from dividend distributions made to you. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For purposes of calculating the foreign tax credit, dividends we pay with respect to shares or ADSs will generally be considered passive category income from sources outside the U.S. However, a U.S. holder that has held shares or ADSs for less than a specified minimum period during which it is not protected from risk of loss, or is obligated to make payments related to the dividends, may not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on shares or ADSs. Furthermore, recently issued Treasury regulations impose additional requirements for foreign taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. Instead of claiming a foreign tax credit, you may be able to deduct ROC withholding taxes on dividends in computing your taxable income, subject to generally applicable limitations under U.S. law (including that a U.S. holder is not eligible for a deduction for otherwise creditable foreign income taxes paid or accrued in a taxable year if such U.S. holder claims a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year).The rules governing the foreign tax credit and deductions for foreign taxes are complex. We therefore urge you to consult your tax advisor regarding the availability of the foreign tax credit or a deduction under your particular circumstances.
To the extent that the amount of any distribution you receive exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in your adjusted basis in the shares or ADSs and thereby increasing the amount of gain, or decreasing the amount of loss, you will recognize on a subsequent disposition of the shares or ADSs. The balance in excess of adjusted basis, if any, will be taxable to you as capital gain recognized on a sale or exchange. However, we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be reported as a dividend.
It is possible that pro rata distributions of shares or ADSs to all stockholders may be made in a manner that is not subject to U.S. federal income tax. The basis of any new shares or ADSs so received will generally be determined by allocating your basis in the old shares or ADSs between the old shares or ADSs and the new shares or ADSs, based on their relative fair market values on the date of distribution.
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For U.S. tax purposes, any such tax-free share distribution would not result in foreign source income to you. Consequently, you may not be able to use a foreign tax credit for any ROC withholding tax imposed on such distributions unless you can use the credit (subject to applicable limitations) against U.S. federal income tax due on other foreign source income in the appropriate category for foreign tax credit purposes.
Taxation of Capital Gains
When you sell or otherwise dispose of your shares or ADSs, you will generally recognize capital gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized for the shares or ADSs and your basis in the shares or ADSs, determined in U.S. dollars. Such gain or loss will generally be long-term capital gain or loss if you have held the shares or ADSs for more than one year. If you are an individual or other non-corporate holder, long-term capital gains will be eligible for reduced rates of taxation. Your ability to deduct capital losses is subject to limitations. For foreign tax credit limitation purposes, such gain or loss will generally be treated as U.S. source gain or loss.
Any ROC securities transaction taxes that you pay upon the disposition of shares generally will not be creditable foreign taxes for U.S. federal income tax purposes. You are urged to consult your tax advisors regarding the U.S. federal income tax consequences of these taxes.
Passive Foreign Investment Company
We believe that we were not a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for our taxable year ending on December 31, 2022, and we do not expect to become a PFIC for our current taxable year or in the future, although there can be no assurance in this regard. If we were treated as a PFIC for any taxable year during which you held our shares or ADSs, you could be subject to additional U.S. federal income taxes on gain recognized with respect to the shares or ADSs and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules.
Non-corporate U.S. holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.
Information Reporting and Backup Withholding
In general, information reporting will apply to dividends in respect of our shares or ADSs and the proceeds from the sale, exchange or other disposition of our shares or ADSs that are paid to you within the U.S. (and in certain cases, outside the U.S.), unless you establish that you are an exempt recipient such as a corporation. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number and a certification that you are not subject to backup withholding or if you fail to report in full dividend and interest income.
Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is timely furnished to the U.S. Internal Revenue Service.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
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H. Documents on Display
We have filed this annual report on Form 20-F, including exhibits, with the SEC. As allowed by the SEC, in Item 19 of this annual report, we incorporate by reference certain information we have already filed with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this annual report.
You may read and copy this annual report, including the exhibits incorporated by reference in this annual report, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices in New York, New York and Chicago, Illinois. You also can obtain copies of this annual report, including the exhibits incorporated by reference in this annual report, from the SEC’s Public Reference Room and regional offices upon payment of a duplicating fee.
The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. Our annual report and some of the other information submitted by us to the SEC may be accessed through this website.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of loss related to adverse changes in market prices, including interest rates and foreign exchange rates, of financial instruments. In the normal course of business, we are routinely subject to a variety of risks, including market risk associated with interest rate movements, currency rate movements on non-NT dollar-denominated assets and liabilities and equity price movements on our portfolio of equity securities.
We regularly assess these financial instruments and their ability to address market risk and have established policies and business practices to protect against the adverse effects of these and other potential exposures.
Interest Rate Risk
We do not expect interest rate risk to have a material impact on our financial condition and results of operations. Please refer to “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” for a discussion of our loans.
For our non-fixed interest rate loans, the interest rates will change in accordance with the benchmark rates of the banks we borrowed from. For the financial assets, the risk associated with fluctuating interest rates is principally confined to our cash deposits in banks, which is one of the many ways we manage our capital. Assuming an increase or decrease of 0.25% in the interest rates of our non-fixed interest rate financial assets and loans, our profit before tax for the year ended December 31, 2022 would have increased or decreased by NT$18.3 million (US$0.6 million). We have not used any derivative financial instruments to hedge interest rate risk. We have not been exposed, nor do we anticipate being exposed to material risks due to changes in interest rates. As of December 31, 2022, our cash and cash equivalents amounted to NT$50.2 billion (US$1.3 billion). Interest income from our cash deposits in banks accounts for only a very small percentage of our total revenue. Therefore, we believe our exposure to interest rate risk is immaterial.
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Foreign Currency Risk
We are exposed to foreign currency risk as a result of (i) our foreign currency and derivative trading activities; (ii) our telecommunications equipment being sourced from overseas suppliers; (iii) our international settlement payments associated with our services for international calls and roaming traffic; and (iv) investment denominated in foreign currencies.
We entered into forward exchange contracts to reduce our exposure to foreign currency risk due to fluctuations in exchange rates. Outstanding forward exchange contracts on December 31, 2022 were as follows:
FX Instrument |
|
Currencies |
|
Maturity |
|
Contract |
Forward exchange contracts-Buy |
|
NT$/EUR |
|
2023.03 |
|
NT$62 million/EUR2 million |
Forward exchange contracts-Buy |
|
NT$/EUR |
|
2023.03 |
|
NT$423 million/EUR13 million |
Note 37 to our consolidated financial statements included elsewhere in this annual report provides a sensitivity analysis for foreign currency risk.
Equity Price Risk
We are exposed to equity price risk as a result of holding other company’s equity and we manage our investment portfolio in accordance with our internal policies and procedures.
The table below presents the carrying amount and accumulated unrealized gain or loss for our financial assets at fair value through profit or loss, or FVTPL, and financial assets at fair value through other comprehensive income, or FVOCI, as of December 31, 2022.
|
|
Carrying |
|
|
Unrealized |
|
|
Unrealized |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(in millions) |
|
|
|
|
|||
Financial assets at FVTPL |
|
|
|
|
|
|
|
|
|
|||
Listed stocks |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
Non-listed stocks and limited partnership |
|
|
996 |
|
|
|
29 |
|
|
|
134 |
|
Financial assets at FVOCI |
|
|
|
|
|
|
|
|
|
|||
Listed stocks |
|
|
273 |
|
|
|
— |
|
|
|
108 |
|
Non-listed stocks |
|
|
3,218 |
|
|
|
521 |
|
|
|
566 |
|
The value of our equity holdings fluctuates depending on the market conditions. Assuming an increase or decrease of 5% in the equity prices, our profit before tax and other comprehensive income before tax for the year ended December 31, 2022 would have increased or decreased by NT$50 million (US$1.6 million) and NT$175 million (US$5.7 million) as a result of the changes in fair value of financial assets at FVTPL and financial assets at FVOCI, respectively. However, we do not expect the gains and losses in the values of the equities that we hold to have a material impact on our financial condition and results of operations.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
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C. Other Securities
Not applicable.
D. American Depositary Shares
Depositary Fees
Under the terms of the deposit agreement for our ADSs, an ADS holder may have to pay the following service fees to the depositary:
Service |
|
Fees |
Issuance of ADSs |
|
Up to US$5.00 per 100 ADS issued |
Cancellation of ADSs |
|
Up to US$5.00 per 100 ADS cancelled |
Distribution of cash dividends or other cash distributions |
|
Up to US$2.00 per 100 ADS held |
Distribution of ADSs pursuant to stock dividends, free stock |
|
Up to US$5.00 per 100 ADS held |
Distribution of securities other than ADSs or rights to purchase |
|
Up to US$5.00 per 100 ADS held |
Depositary Charges
In addition, an ADS holder shall be responsible for the following charges:
Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly-issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for cancellation. The brokers in turn charge these transaction fees to their clients.
Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date. The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividends, rights offerings), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or un-certificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts via the central clearing and settlement system, The Depository Trust Company, or DTC, the depositary generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary.
In the event of refusal to pay the depositary fees and charges, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.
92
The fees and charges ADS holders may be required to pay may vary overtime and may be changed by us and by the depositary. ADS holders will receive prior notice of such changes.
Payments by Depositary
In 2022, we received US$0.4 million net payments (after deducting the 30% U.S. withholding tax) from JPMorgan Chase Bank, N.A., the Depositary Bank for our ADR program. The payments were intended to cover certain of our expenses incurred in relation to the ADR program for the year, including:
93
Part II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this annual report, an evaluation has been carried out under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective in ensuring that material information required to be disclosed in this annual report is recorded, processed, summarized and reported to them for assessment, and required disclosure is made within the time period specified in the rules and forms of the SEC.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, for our company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB), or IFRSs, and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRSs, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2022 based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Deloitte & Touche, an independent registered public accounting firm who has also audited our consolidated financial statements as of and for the year ended December 31, 2022, 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).
94
Attestation Report of the Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Chunghwa Telecom Co., Ltd.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Chunghwa Telecom Co., Ltd. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated April 17, 2023, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.
95
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE |
|
Deloitte & Touche |
|
Taipei, Taiwan |
|
Republic of China |
|
|
|
April 17, 2023 |
|
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
96
ITEM 16. [Reserved]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Su-ming Lin and Chia-Chung Chen are our audit committee financial experts and independent directors. See “Item 6. Directors, Senior Management and Employees —C. Board Practices.”
The SEC has indicated that the designation of Mr. Lin and Mr. Chen as the audit committee financial experts does not: (i) make Mr. Lin and Mr. Chen the “experts” for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended, as a result of this designation; (ii) impose any duties, obligations or liability on Mr. Lin and Mr. Chen that are greater than those imposed on them as members of the audit committee and the board of directors in the absence of such designation; or (iii) affect the duties, obligations or liability of any other member of the audit committee or the board of directors.
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Ethics and Ethical Corporate Management Best Practice Principles that apply to our directors, managers, employees, and mandataries, including our chief executive officer and chief financial officer. We have posted copies of our Code of Ethics and Ethical Corporate Management Best Practice Principles on our website at https://www.cht.com.tw/en/home/cht/about-cht/corporate-governance/other-bylaws.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte & Touche (PCAOB ID No.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2021 |
|
|
2022 |
|
||||||
|
|
NT$ |
|
|
NT$ |
|
|
US$ |
|
|||
|
|
(in millions) |
|
|||||||||
Audit fees(1) |
|
|
49.3 |
|
|
|
41.1 |
|
|
|
1.3 |
|
Audit-related fees(2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Tax fees(3) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
All other fees(4) |
|
|
0.3 |
|
|
|
9.0 |
|
|
|
0.3 |
|
(1) “Audit fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements or services that are normally provided by the auditors in connection with statutory and regulatory filings or engagements.
(2) “Audit-related fees” means the aggregate fees billed in each of the fiscal years listed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees.” Services comprising the fees disclosed under the category of “Audit-related fees” involve principally the issuance of agreed-upon procedures letters.
(3) “Tax fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning. Services comprising the fees disclosed under the category of “Tax Fees” involve tax advice.
(4) “All other fees” means the aggregate fees billed in each of the last two fiscal years for products and services provided by our principal accountant other than the services reported in items (1) to (3) above.
All audit and non-audit services provided by Deloitte & Touche were pre-approved by our audit committee according to the revised Rule 201(c) (7) of Regulation S-X, entitled “Audit Committee Administration of the Engagement,” that served to strengthen requirements regarding auditor independence.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not applicable.
97
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
As a ROC company listed on the NYSE, we are subject to the U.S. corporate governance rules to the extent that these rules are applicable to foreign private issuers. The following summary details the significant differences between our corporate governance practices and corporate governance standards for non-foreign private issuers (e.g., U.S. companies) under the NYSE Listed Company Manual.
Under Section 303A of the NYSE Listed Company Manual, NYSE-listed foreign private issuers may, in general, follow their home country corporate governance practices in lieu of most of the new NYSE corporate governance requirements. However, all NYSE-listed foreign private issuers must comply with Sections 303A.06, 303A.11, 303A.12(b) and 303A.12(c) of the NYSE Listed Company Manual.
The Legal Framework. In general, corporate governance principles for Taiwanese companies are set forth in the ROC Company Act, the ROC Securities Exchange Act, regulations promulgated by the Securities and Futures Bureau of the FSC and, to the extent they are listed on the TWSE, listing rules of the TWSE. Corporate governance principles under provisions of ROC law may differ in significant ways to corporate governance standards for non-foreign private issuers listed on the NYSE. Committed to high standards of corporate governance, we have generally brought our corporate governance in line with U.S. regulations. However, we have not adopted certain recommended NYSE corporate governance standards where such standards are not in conformity with ROC laws or regulations or generally prevailing business practices in Taiwan. We believe the following to be the significant differences between our corporate governance practices and NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE.
Director Independence. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to have a majority of independent directors on the board of directors. The ROC Securities Exchange Act requires the independent directors of a public company to comprise of no less than two persons and one-fifth of the total number of directors. We currently have five independent directors on our thirteen-member board of directors. We follow the standards regulated under the ROC Securities Exchange Act and by the FSC for determining director independence, which are comparable to the standards imposed by the NYSE.
In addition, under the ROC requirements, our board of directors is not required to make a formal determination of a director’s independence. Nevertheless, we believe that our independent directors are free from any business or other relationships that would impair the exercise of their independent judgment. Furthermore, pursuant to the NYSE Listed Company Manual, non-executive directors must meet on a regular basis without the management directors present. All of our directors attend our board of directors’ meetings; however, no separate meeting is held among non-executive directors.
Audit Committee. On April 1, 2003, the SEC adopted final rules relating to the audit committee requirements. Foreign private issuers listed on the NYSE were required to comply with the related NYSE corporate governance rules by July 31, 2005. Our audit committee was established in September 2004 in accordance with the rules set forth in the NYSE Listed Company Manual. According to the NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE, the board must review the status of any audit member that serves on more than three audit committees. There is no such requirement under the ROC law, which allows a person to serve as an independent director on up to four public companies in the ROC.
Section 303A.07 of the NYSE Listed Company Manual requires issuers to have at least three directors on the audit committee that meets the definition of independence set forth under Rule 10A-3 of the Exchange Act and Section 303A of the NYSE Listed Company Manual. There is no such requirement under the ROC law, which requires all independent directors of a public company to be members of the audit committee if the company has established such a committee.
On February 20, 2013, the FSC of the ROC announced that any (i) financial holding company, bank, bill finance company or insurance company, (ii) listed company whose paid-in capital reaches NT$50 billion or (iii) integrated securities firm controlled by a financial holding company, should establish an audit committee to replace
98
supervisors. On December 19, 2018, the FSC further announced that, effective from January 1, 2020, all companies listed on TWSE/ Taipei Exchange should establish an audit committee to replace supervisors. As a result, our new audit committee started from the date of the annual general meeting on June 25, 2013, and is maintained as of the date of this annual report. See “Item 6. Directors, Senior Management and Employees—C. Board Practices.” We now simultaneously comply with the relevant rules of the NYSE Listed Company Manual and the relevant rules and regulations in the ROC.
Nominating/Corporate Governance Committee and Corporate Governance Principles. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to have a nominating/corporate governance committee, composed entirely of independent directors. In addition to identifying individuals qualified to become board members, the nominating/corporate governance committee must develop and recommend to the board a set of corporate governance principles. The ROC Company Act does not require companies incorporated in the ROC to have a nominating/corporate governance committee. We do not currently have a nominating committee or a corporate governance committee; however, we do have formulated our company’s Code of Corporate Governance to follow.
Currently, our board of directors performs the duties of a corporate governance committee and regularly reviews our corporate governance principles and practices. The ROC Company Act requires that directors shall be elected by stockholders. Our Articles of Incorporation requires us, beginning in the fifth commencement, to establish at least three independent directors in the number of directors. The elections for directors shall proceed with the candidate nomination mechanism; the stockholders shall elect the directors from among the nominees listed in the roster of director candidates. Stockholders holding 1% or more of our outstanding shares are entitled to nominate candidates of directors in writing to us. The numbers of candidates nominated by stockholders shall not exceed the numbers of directors to be elected; neither the numbers of candidates nominated by the Board. Elections for independent and non-independent directors shall proceed concurrently, and the number of elected independent and non-independent directors shall be calculated separately.
Non-foreign private issuers listed on the NYSE are also required to adopt and disclose corporate governance guidelines. We currently comply with the ROC Non-Binding Corporate Governance Best Practice Principles for TWSE/Taipei Exchange Listed Companies promulgated by the TWSE, or Best Practice Principles, and we explain differences between our practice and the principles, if any, in our ROC annual report.
99
Compensation Committee. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to have a compensation committee, composed entirely of independent directors. Article 14-6 of the ROC Securities and Exchange Act requires all listed companies to establish a compensation committee for directors, supervisors and managers’ compensation, which includes salary, stock options and other rewards, as well as authorizes the Competent Authority (i.e., FSC) to enact a regulation on the authorities of the compensation committee and the qualifications of its members. See “Item 6. Directors, Senior Management and Employees—C. Board Practices” for description of our compliance.
Code of Business Conduct and Ethics. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies must adopt a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. We have adopted the Code of Ethics which applies to our directors, managers and employees, and the Ethical Corporate Management Best Practice Principles that applies to our directors, managers, employees and persons having substantial control over us. We have filed the Code of Ethics and the Ethical Corporate Management Best Practice Principles as exhibits to our annual report filed with the U.S. SEC and a copy is available to any stockholder upon request.
Equity Compensation Plans. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require that equity compensation plans be approved by a company’s stockholders. Under the ROC Company Act and the ROC Securities and Exchange Act, the distribution of compensation to employees should be decided by the board of directors and reported in stockholders’ meeting. The approval of stockholders’ meeting is required for any issuances of restricted stock to employees, and the board of director has authority to approve employee stock option plans and to grant options to employees pursuant to such plans, subject to the approval of the FSC, and to approve share buy-back programs and transfer of shares to employees under such programs. We intend to follow only the ROC requirements.
Means to Communicate with Non-Management Directors. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to establish a means for stockholders, employees and other interested parties to communicate with non-management directors. The ROC law does not have comparable requirements. However, according to the Best Practice Principles, companies are required to establish channels of communication with employees and encourage employees to communicate directly with the management or directors so as to reflect employees’ opinions about the management, financial conditions and material decisions of the company concerning employee welfare. We have complied with these provisions.
Internal Audit Function. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to establish an internal audit function to provide management and the audit committee with assessments of the company’s risk management processes and system of internal control. We have complied with the Best-Practice Principles by setting up an internal control/audit system in accordance with the ROC Regulations Governing Establishment of Internal Control Systems by Public Companies.
CEO Certification to the NYSE. The NYSE listing standards require the CEO of companies to certify compliance with NYSE corporate governance standards annually. ROC law does not contain such requirement. In this regard, we only follow the ROC corporate governance requirement which does not require CEO annual certification. However, our CEO and CFO are required to certify in the 20-F annual report that, to his or her knowledge the information contained therein fairly represents in all material respects the financial condition and results of operations of our company.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
Not applicable.
100
ITEM 16J. INSIDER TRADING POLICIES
Not applicable.
101
PART III
ITEM 17. FINANCIAL STATEMENTS
The Registrant has elected to provide the consolidated financial statements and related information specified in Item 18 in lieu of Item 17.
ITEM 18. FINANCIAL STATEMENTS
The following is a list of the consolidated financial statements and report of independent registered public accounting firm included in this annual report beginning on page F-1.
102
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
Exhibit Number |
|
Description of Exhibits |
1.1* |
|
|
|
|
|
2.1 |
|
|
|
|
|
2.2 |
|
|
|
|
|
8.1* |
|
|
|
|
|
11.1* |
|
|
|
|
|
11.2 |
|
|
|
|
|
12.1* |
|
|
|
|
|
12.2* |
|
|
|
|
|
13.1** |
|
|
|
|
|
13.2** |
|
|
|
|
|
101.INS* |
|
Inline XBRL Instance Document. |
|
|
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
|
|
|
101.PRE * |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith.
* Furnished herewith.
104
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
CHUNGHWA TELECOM CO., LTD. |
|||
|
|
|
|
By: |
|
/s/ CHI-MAU SHEIH |
|
|
|
Name: |
Chi-Mau Sheih |
|
|
Title: |
Chairman and Chief Executive Officer |
|
|
|
|
|
|
|
Date: April 17, 2023 |
105
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Chunghwa Telecom Co., Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Chunghwa Telecom Co., Ltd. and subsidiaries (the “Company”) as of December 31, 2021 and 2022, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Our audits also comprehended the translation of New Taiwan dollar amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 6 to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of readers outside the Republic of China.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 17, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-1
Revenue Recognition on Mobile Service – Refer to Notes 3 and 43 to the consolidated financial statements
Critical Audit Matter Description
The Company’s mobile service revenue consists of subscriber-based charges made up of a significant volume of low-dollar transactions. Because of the complexity and a variety of subscriber-based charges as well as a large number of transactions, the Company uses highly automated systems to process and record its revenue transactions.
Given the Company’s systems to process and record revenue are highly automated, auditing revenue was complex and challenging due to the extent of audit effort required and involvement of professionals with expertise in information technology (IT) necessary for us to identify, test, and evaluate the Company’s IT systems.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s systems to process revenue transactions included the following, among others:
/s/ DELOITTE & TOUCHE |
|
April 17, 2023 |
We have served as the Company's auditor since 1998.
F-2
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2021 and 2022
(In Millions of New Taiwan or U.S. Dollars)
|
|
|
|
2021 |
|
|
2022 |
|
||||||
ASSETS |
|
Notes |
|
NT$ |
|
|
NT$ |
|
|
US$ (Note 6) |
|
|||
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
3, 7 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Financial assets at fair value through |
|
3, 4, 8 |
|
|
|
|
|
|
|
|
|
|||
Hedging financial assets |
|
3, 21 |
|
|
|
|
|
|
|
|
|
|||
Contract assets |
|
3, 30 |
|
|
|
|
|
|
|
|
|
|||
Trade notes and accounts receivable, net |
|
3, 4, 10, 14, 30 |
|
|
|
|
|
|
|
|
|
|||
Receivables from related parties |
|
39 |
|
|
|
|
|
|
|
|
|
|||
Inventories |
|
3, 4, 11 |
|
|
|
|
|
|
|
|
|
|||
Prepayments |
|
12 |
|
|
|
|
|
|
|
|
|
|||
Other current monetary assets |
|
13, 28, 35 |
|
|
|
|
|
|
|
|
|
|||
Other current assets |
|
20, 32, 40 |
|
|
|
|
|
|
|
|
|
|||
Total current assets |
|
|
|
|
|
|
|
|
|
|
|
|||
NONCURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|||
Financial assets at fair value through |
|
3, 4, 8 |
|
|
|
|
|
|
|
|
|
|||
Financial assets at fair value through other |
|
3, 4, 9, 35 |
|
|
|
|
|
|
|
|
|
|||
Investments accounted for using equity method |
|
3, 15, 35 |
|
|
|
|
|
|
|
|
|
|||
Contract assets |
|
3, 30 |
|
|
|
|
|
|
|
|
|
|||
Property, plant and equipment |
|
3, 4, 14, 16, 35, 39, 40 |
|
|
|
|
|
|
|
|
|
|||
Right-of-use assets |
|
3, 4, 17, 39 |
|
|
|
|
|
|
|
|
|
|||
Investment properties |
|
3, 4, 18, 35, 39 |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
3, 4, 14, 19, 35, 39 |
|
|
|
|
|
|
|
|
|
|||
Deferred income tax assets |
|
3, 14, 32 |
|
|
|
|
|
|
|
|
|
|||
Incremental costs of obtaining a contract |
|
3, 30 |
|
|
|
|
|
|
|
|
|
|||
Net defined benefit assets |
|
3, 4, 14, 28 |
|
|
|
|
|
|
|
|
|
|||
Prepayments |
|
12 |
|
|
|
|
|
|
|
|
|
|||
Other noncurrent assets |
|
20, 35, 40, 41 |
|
|
|
|
|
|
|
|
|
|||
Total noncurrent assets |
|
|
|
|
|
|
|
|
|
|
|
|||
TOTAL |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-3
(Continued)
|
|
|
|
2021 |
|
|
2022 |
|
||||||
LIABILITIES AND EQUITY |
|
Notes |
|
NT$ |
|
|
NT$ |
|
|
US$ (Note 6) |
|
|||
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|||
Short-term loans |
|
22 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Financial liabilities at fair value through |
|
3, 4, 8 |
|
|
|
|
|
|
|
|
|
|||
Hedging financial liabilities |
|
3, 21 |
|
|
|
|
|
|
|
|
|
|||
Contract liabilities |
|
3, 30 |
|
|
|
|
|
|
|
|
|
|||
Trade notes and accounts payable |
|
25 |
|
|
|
|
|
|
|
|
|
|||
Payables to related parties |
|
39 |
|
|
|
|
|
|
|
|
|
|||
Current tax liabilities |
|
3, 32 |
|
|
|
|
|
|
|
|
|
|||
Lease liabilities |
|
3, 4, 17, 35, 39 |
|
|
|
|
|
|
|
|
|
|||
Other payables |
|
26, 35 |
|
|
|
|
|
|
|
|
|
|||
Provisions |
|
3, 14, 27 |
|
|
|
|
|
|
|
|
|
|||
Other current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|||
Total current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|||
NONCURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|||
Long-term loans |
|
23, 40 |
|
|
|
|
|
|
|
|
|
|||
Bonds payable |
|
24 |
|
|
|
|
|
|
|
|
|
|||
Contract liabilities |
|
3, 30 |
|
|
|
|
|
|
|
|
|
|||
Deferred income tax liabilities |
|
3, 14, 32 |
|
|
|
|
|
|
|
|
|
|||
Provisions |
|
3, 14, 27 |
|
|
|
|
|
|
|
|
|
|||
Lease liabilities |
|
3, 4, 17, 35, 39 |
|
|
|
|
|
|
|
|
|
|||
Customers’ deposits |
|
39 |
|
|
|
|
|
|
|
|
|
|||
Net defined benefit liabilities |
|
3, 4, 14, 28 |
|
|
|
|
|
|
|
|
|
|||
Other noncurrent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|||
Total noncurrent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|||
EQUITY ATTRIBUTABLE TO STOCKHOLDERS |
|
|
|
|
|
|
|
|
|
|
|
|||
Common stocks |
|
|
|
|
|
|
|
|
|
|
|
|||
Additional paid-in capital |
|
|
|
|
|
|
|
|
|
|
|
|||
Retained earnings |
|
|
|
|
|
|
|
|
|
|
|
|||
Legal reserve |
|
|
|
|
|
|
|
|
|
|
|
|||
Special reserve |
|
|
|
|
|
|
|
|
|
|
|
|||
Unappropriated earnings |
|
|
|
|
|
|
|
|
|
|
|
|||
Total retained earnings |
|
|
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total equity attributable to stockholders |
|
14, 29 |
|
|
|
|
|
|
|
|
|
|||
NONCONTROLLING INTERESTS |
|
14, 29 |
|
|
|
|
|
|
|
|
|
|||
Total equity |
|
|
|
|
|
|
|
|
|
|
|
|||
TOTAL |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
(Concluded)
The accompanying notes are an integral part of the consolidated financial statements.
F-4
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(In Millions of New Taiwan or U.S. Dollars, Except Earnings Per Share That Are in New Taiwan or U.S. Dollars)
|
|
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||||||
|
|
Notes |
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
US$ (Note 6) |
|
||||
REVENUES |
|
3, 30, 39, 43 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
OPERATING COSTS |
|
3, 11, 28, 30, 31, 39 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
GROSS PROFIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected credit loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
3, 10, 28, 31, 39 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
OTHER INCOME AND EXPENSES |
|
16, 17, 18, 19, 31, 43 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
INCOME FROM OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NON-OPERATING INCOME AND EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income |
|
9, 31, 39 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other gains and losses |
|
15, 31, 37, 39 |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Interest expense |
|
17, 31, 39, 43 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share of profits of associates and joint |
|
15, 43 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total non-operating income and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
INCOME BEFORE INCOME TAX |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
INCOME TAX EXPENSE |
|
3, 32 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NET INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
TOTAL OTHER COMPREHENSIVE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Items that will not be reclassified to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Remeasurements of defined benefit |
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain or loss on investments |
|
3, 29, 37 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Gain or loss on hedging instruments |
|
3, 21 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Share of other comprehensive income |
|
15 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Income tax relating to items that will |
|
32 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
(Continued)
F-5
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(In Millions of New Taiwan or U.S. Dollars, Except Earnings Per Share That Are in New Taiwan or U.S. Dollars)
|
|
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||||||
|
|
Notes |
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
US$ (Note 6) |
|
||||
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exchange differences arising from the |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Share of other comprehensive income |
|
15 |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Income tax relating to items that may |
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Total other comprehensive income |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
TOTAL COMPREHENSIVE INCOME |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NET INCOME ATTRIBUTABLE TO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stockholders of the parent |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
COMPREHENSIVE INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stockholders of the parent |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
EARNINGS PER SHARE |
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
EARNINGS PER EQUIVALENT ADS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The accompanying notes are an integral part of the consolidated financial statements. |
(Concluded) |
F-6
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(In Millions of New Taiwan or U.S. Dollars)
|
|
Equity Attributable to Stockholders of the Parent |
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Retained Earnings |
|
|
Others |
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
Common Stocks |
|
|
Additional |
|
|
Legal |
|
|
Special |
|
|
Unappropriated |
|
|
Total |
|
|
Exchange |
|
|
Unrealized |
|
|
Gain or Loss |
|
|
Total Others |
|
|
Total Equity |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||||||||||
BALANCE, JANUARY 1, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||||
Appropriation of 2019 earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash dividends distributed by Chunghwa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||||||
Cash dividends distributed by subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||||||||
Unclaimed dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Change in additional paid-in capital from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||||||||
Change in additional paid-in capital for not |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income for the year ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other comprehensive income (loss) for the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||||||
Total comprehensive income (loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Disposal of investments in equity instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||||||
Share-based payment transactions of subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net increase in noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE, DECEMBER 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Appropriation of 2020 earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash dividends distributed by Chunghwa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||||||
Cash dividends distributed by subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||||||||
Unclaimed dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Change in additional paid-in capital from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income for the year ended December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other comprehensive income (loss) for the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||||||
Total comprehensive income (loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||||
Disposal of investments in equity instruments at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||||||
Share-based payment transactions of subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE, DECEMBER 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||||||
Appropriation of 2021 earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Special reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash dividends distributed by Chunghwa |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||||||
Cash dividends distributed by subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||||||||
Unclaimed dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Change in additional paid-in capital for not |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income for the year ended December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other comprehensive income (loss) for the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive income (loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Disposal of investments in equity instruments at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Share-based payment transactions of subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net increase in noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE, DECEMBER 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
BALANCE, DECEMBER 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-7
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(In Millions of New Taiwan or U.S. Dollars)
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
US$ (Note 6) |
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before income tax |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of incremental costs of obtaining contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected credit loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividend income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Compensation cost of share-based payment transactions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share of profits of associates and joint ventures |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Loss (gain) on disposal of property, plant and equipment |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Gain on disposal of investment properties |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Loss on disposal of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss (gain) on disposal of financial instruments |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Loss (gain) on disposal of investments accounted for using |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Provision for impairment loss and obsolescence of |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment loss on right-of-use assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reversal of impairment loss on investment properties |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Impairment loss on intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Valuation loss (gain) on financial assets and liabilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Decrease (increase) in: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Trade notes and accounts receivable |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Receivables from related parties |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Inventories |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Prepayments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current monetary assets |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Other current assets |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Incremental cost of obtaining contracts |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Trade notes and accounts payable |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Payables to related parties |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Other payables |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Provisions |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Other current liabilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Net defined benefit plans |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash generated from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interests paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income taxes paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Continued)
F-8
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(In Millions of New Taiwan or U.S. Dollars)
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
US$ (Note 6) |
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition of financial assets at fair value through |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Proceeds from disposal of financial assets at fair |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from capital reduction of financial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition of financial assets at fair |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of financial assets at fair |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from capital reduction of financial assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition of time deposits and negotiable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of time deposits and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from disposal of repurchase agreements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition of investments accounted for using |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of investments accounted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from capital reduction of investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of property, plant and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition of intangible assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Acquisition of investment properties |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of investment properties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Decrease (increase) in other noncurrent assets |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Interests received |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends received |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash inflow on acquisition of subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
(Continued)
F-9
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(In Millions of New Taiwan or U.S. Dollars)
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2020 |
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2022 |
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NT$ |
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US$ (Note 6) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from short-term loans |
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Repayments of short-term loans |
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Proceeds from short-term bills payable |
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Repayments of short-term bills payable |
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Proceeds from issuance of bonds |
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Payments for transaction costs attributable to the |
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Increase (decrease) in customers’ deposits |
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Payments for the principal of lease liabilities |
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Increase in other noncurrent liabilities |
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Cash dividends paid |
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Cash dividends distributed to noncontrolling interests |
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Change in other noncontrolling interests |
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Unclaimed dividend |
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Net cash used in financing activities |
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EFFECT OF EXCHANGE RATE CHANGES ON |
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NET INCREASE (DECREASE) IN CASH AND CASH |
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CASH AND CASH EQUIVALENTS, BEGINNING |
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CASH AND CASH EQUIVALENTS, END OF THE |
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$ |
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(Concluded)
The accompanying notes are an integral part of the consolidated financial statements.
F-10
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Millions of New Taiwan Dollars, Unless Stated Otherwise)
Chunghwa Telecom Co., Ltd. (“Chunghwa”; Chunghwa together with its subsidiaries are hereinafter referred to collectively as the “Company”.) was incorporated on July 1, 1996 in the Republic of China (“ROC”). Chunghwa is a company limited by shares and, prior to August 2000, was wholly owned by the Ministry of Transportation and Communications (“MOTC”). Prior to July 1, 1996, the current operations of Chunghwa were carried out under the Directorate General of Telecommunications (“DGT”). The DGT was established by the MOTC in June 1943 to take primary responsibility in the development of telecommunications infrastructure and to formulate policies related to telecommunications. On July 1, 1996, the telecom operations of the DGT were spun-off as Chunghwa which continues to carry out the business and the DGT continues to be the industry regulator.
Effective August 12, 2005, the MOTC completed the process of privatizing Chunghwa by reducing the government ownership to
Chunghwa launched its organizational transformation based on customer-centric structure effective from January 2022. Please refer to Note 43 Segment Information for details.
The consolidated financial statements were authorized for issue by the management on March 29, 2023.
Statement of Compliance
The accompanying consolidated financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (collectively, “IFRSs”).
Basis of Preparation
The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values and net defined benefit liabilities (assets) which are measured at the present value of the defined benefit obligations less the fair value of plan assets.
F-11
Current and Noncurrent Assets and Liabilities
Current assets include:
Current liabilities include:
Assets and liabilities that are not classified as current are classified as noncurrent.
Light Era Development Co., Ltd. (“LED”) engages mainly in development of property for rent and sale. The assets and liabilities of LED related to property development within its operating cycle, which is over one year, are classified as current items.
Basis of Consolidation
The consolidated financial statements incorporate the financial statements of Chunghwa and entities controlled by Chunghwa (its subsidiaries).
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by the Company.
All inter-company transactions, balances, income and expenses are eliminated in full upon consolidation.
Attribution of total comprehensive income to noncontrolling interests
Total comprehensive income of subsidiaries is attributed to the stockholders of the parent and to the noncontrolling interests even if it results in the noncontrolling interests having a deficit balance.
Changes in the Company’s ownership interests in subsidiaries
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Company’s interests and the noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to stockholders of the parent.
F-12
The detail information of the subsidiaries at the end of reporting period was as follows:
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Percentage of Ownership interests |
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December 31 |
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Name of Investor |
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Name of Investee |
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Main Businesses and Products |
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2021 |
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2022 |
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Note |
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Chunghwa Telecom |
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Senao International Co., Ltd. |
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a) |
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Light Era Development Co., |
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Donghwa Telecom Co., Ltd. |
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b) |
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Chunghwa Telecom |
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Chunghwa System Integration |
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Chunghwa Investment Co., |
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CHIEF Telecom Inc. |
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c) |
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CHYP Multimedia Marketing |
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Prime Asia Investments |
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Spring House Entertainment |
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Chunghwa Telecom Global, |
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Chunghwa Telecom Vietnam |
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Smartfun Digital Co., Ltd. |
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Chunghwa Telecom Japan |
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Chunghwa Sochamp |
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d) |
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Honghwa International Co., |
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Chunghwa Leading Photonics |
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Chunghwa Telecom |
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F-13
(Continued)
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Percentage of Ownership interests |
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December 31 |
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Name of Investor |
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Name of Investee |
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Main Businesses and Products |
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2021 |
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2022 |
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Note |
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CHT Security Co., Ltd. |
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e) |
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International Integrated |
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Senao International Co., |
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Senao International (Samoa) |
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Youth Co., Ltd. (“Youth”) |
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Aval Technologies Co., Ltd. |
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Senyoung Insurance Agent |
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Youth Co., Ltd. |
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ISPOT Co., Ltd. (“ISPOT”) |
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Youyi Co., Ltd. (“Youyi”) |
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Aval Technologies Co., |
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Wiin Technology Co., Ltd. |
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Senyoung Insurance |
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Senaolife Insurance Agent |
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h) |
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CHIEF Telecom Inc. |
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Unigate Telecom Inc. |
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Chief International Corp. |
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Shanghai Chief Telecom Co., |
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Chunghwa Investment |
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Chunghwa Precision Test |
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j) |
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Chunghwa Precision Test |
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Chunghwa Precision Test |
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k) |
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CHPT Japan Co., Ltd. |
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Chunghwa Precision Test |
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l) |
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TestPro Investment Co., Ltd. |
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m) |
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F-14
(Continued)
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Percentage of Ownership interests |
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December 31 |
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Name of Investor |
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Main Businesses and Products |
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2021 |
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2022 |
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Note |
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TestPro Investment Co., Ltd. |
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NavCore Tech. Co., Ltd. |
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n) |
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Senao International |
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Senao International HK |
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Senao International HK |
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Senao International Trading |
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p) |
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Prime Asia Investments |
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Chunghwa Hsingta Co., Ltd. |
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Chunghwa Hsingta Co., |
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Chunghwa Telecom (China) |
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q) |
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Chunghwa Precision |
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Shanghai Taihua Electronic |
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Su Zhou Precision Test Tech. |
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r) |
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International Integrated |
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Infoexplorer International Co., |
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s) |
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IISI Investment Co., Ltd. |
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t) |
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Unitronics Technology Corp. |
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Infoexplorer |
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International Integrated |
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IISI Investment Co., |
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Leading Tech Co., Ltd. |
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Leading Tech Co., Ltd. |
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Leading Systems Co., Ltd. |
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t) |
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Leading Systems Co., |
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International Integrated |
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u) |
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(Concluded)
F-15
F-16
The following diagram presented information regarding the relationship and percentages of ownership interests between Chunghwa and its subsidiaries as of December 31, 2022.
Business Combinations
Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
Noncontrolling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at the noncontrolling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets.
When a business combination is achieved in stages, the Company’s previously held equity interest in an acquiree is remeasured to fair value at the acquisition date and the resulting gain or loss is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are recognized on the same basis as would be required had those interests been directly disposed of by the Company.
Foreign Currencies
In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined and related exchange differences are recognized in profit or loss. Conversely, when the fair value changes were recognized in other comprehensive income, related exchange difference shall be recognized in other comprehensive income.
F-17
Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.
Chunghwa uses New Taiwan dollars (NT$) as the functional currency. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations (including those subsidiaries, associates and joint ventures in other countries or currencies used different with Chunghwa) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and attributed to stockholders of the parent and noncontrolling interests as appropriate.
Cash Equivalents
Cash equivalents include those maturities within three months from the date of acquisition, highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value such as commercial papers, negotiable certificates of deposit, time deposits and stimulus vouchers. These cash equivalents are held for the purpose of meeting short-term cash commitments.
Inventories
Inventories are stated at the lower of cost or net realizable value item by item, except for those that may be appropriate to group items of similar or related inventories. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. The calculation of the cost of inventory is derived using the weighted-average method.
Buildings and Land Consigned to Construction Contractors
Inventories of LED are stated at the lower of cost or net realizable value item by item, except for those that may be appropriate to group as similar items or related inventories. Land acquired before construction is classified as land held for development and then reclassified as land held under development after LED begins its construction project.
Upon the completion of the construction project, LED recognizes revenues in the amount of proceeds from customers for land and buildings and related costs when ownership is transferred to the customers. The unsold portion of the completed construction project is transferred to land and building held for sale.
Investments in Associates and Joint Ventures
An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Company and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.
Investments accounted for using the equity method include investments in associates and interests in joint ventures. Under the equity method, an investment in an associate and a joint venture is initially recognized at cost and adjusted thereafter to recognize the Company’s share of profit or loss and other comprehensive income of the associate and joint venture as well as the distribution received. The Company also recognizes its share in changes in the associates and joint ventures.
When the Company subscribes for new shares of an associate and a joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate and joint venture. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to additional paid-in capital. When the adjustment should be debited to additional paid-in capital but the additional paid-in capital recognized from investments accounted for using equity method is insufficient, the shortage is debited to retained earnings.
F-18
Any excess of the cost of acquisition over the Company’s share of the fair value of the identifiable net assets and liabilities of an associate and a joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and shall not be amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The Company discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate and joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and joint venture. The Company accounts for all amounts previously recognized in other comprehensive income in relation to that associate and joint venture on the same basis as would be required had that associate and joint venture directly disposed of the related assets or liabilities.
When the Company transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Company’s consolidated financial statements only to the extent of interests in the associate and joint venture that are not related to the Company.
Property, Plant and Equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. Freehold land is not depreciated. The estimated useful lives, residual values and depreciation method are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period in which the property is derecognized.
Investment Properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
For a transfer from the investment properties to property, plant and equipment, the deemed cost of the property, plant and equipment for subsequent accounting is its carrying amount at the commencement of owner-occupation.
For a transfer from the property, plant and equipment to investment properties, the deemed cost of the investment properties for subsequent accounting is its carrying amount at the end of owner-occupation.
F-19
For a contract where a land owner provides land for the construction of buildings by a property developer in exchange for a certain percentage of the buildings, any exchange gain or loss is recognized when the exchange transaction occurs if the exchange transaction has commercial substance.
On derecognition of the investment properties, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period in which the property is derecognized.
Goodwill
Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purpose of impairment testing, goodwill is allocated to each of the Company’s cash-generating units or groups of cash-generating units (referred to as “cash-generating unit”) that are expected to benefit from the synergies of the business combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributable goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
Intangible Assets Other Than Goodwill
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Company expects to dispose of the intangible asset before the end of its economic life.
Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.
Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss in the period in which the asset is derecognized.
F-20
Impairment of Property, Plant and Equipment, Right-of-use Assets, Investment Properties, Intangible Assets Other Than Goodwill and Incremental Costs of Obtaining Contracts
At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right-of-use assets, investment properties and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
Impairment loss from the assets related to incremental cost of obtaining contracts is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Company expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services.
When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
Financial Instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. The regular way of transaction means the purchase or sale of financial assets delivered within the time frame established by regulation or convention in the marketplace.
Financial asset is classified as at FVTPL when the financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in
F-21
equity instruments which are not designated as at fair value through other comprehensive income (FVOCI).
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend earned on the financial asset. Fair value is determined in the manner described in Note 37.
Financial assets that meet the following conditions are subsequently measured at amortized cost:
Subsequent to initial recognition, financial assets at amortized cost are measured at amortized cost, which equals to gross carrying amount determined by the effective interest method less any impairment loss, except for short-term receivables as the effect of discounting is immaterial. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such financial assets.
On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVOCI. Designation at FVOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments. Instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable) and contract assets.
The Company recognizes lifetime Expected Credit Loss (ECL) for accounts receivable and contract assets. For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.
Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Company recognizes an impairment loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
F-22
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
On derecognition of investments in equity instruments at FVOCI in its entirety, the cumulative gain or loss is directly transferred to retained earnings, and it is not reclassified to profit or loss.
Except for financial liabilities at FVTPL, all the financial liabilities are subsequently measured at amortized cost using the effective interest method.
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
The Company enters into derivative financial instruments to manage its exposure to foreign exchange rate risks, including forward exchange contracts.
Derivatives are initially measured at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability.
Hedge Accounting
The Company designates some derivatives instruments as cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss.
The associated gains or losses that were recognized in other comprehensive income are reclassified from equity to profit or loss as a reclassification adjustment in the line item relating to the hedged item in the same period when the hedged item affects profit or loss. If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or a non-financial liability, the associated gains and losses that were recognized in other comprehensive income are removed from equity and are included in the initial cost of the non-financial asset or non-financial liability.
The Company discontinues hedge accounting only when the hedging relationship ceases to meet the qualifying criteria; for instance, when the hedging instrument expires or is sold, terminated or exercised. The cumulative gain or loss on the hedging instrument that has been previously recognized in other comprehensive income from the period when the hedge was effective remains separately in equity until the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in profit or loss.
F-23
Provisions
Provisions are measured at the best estimate of the expenditure required to settle the Company’s obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. The provisions for warranties claims are made by management according to the sales agreements which represent the management’s best estimate of the future outflow of economic benefits. The provisions of warranties claims are recognized as operating cost in the period in which the goods are sold. The provision for onerous contracts represents the present obligation resulting from the measurement for the unavoidable costs of meeting the Company’s contractual obligations exceed the economic benefits expected to be received from the contracts. In assessing whether a contract is onerous, the cost of fulfilling a contract includes both the incremental costs of fulfilling that contract and an allocation of other costs that are related directly to fulfilling contracts.
Revenue Recognition
The Company identifies the performance obligations in the contract with the customers, allocates transaction price to each performance obligation and recognizes revenue when performance obligations are satisfied.
Sales of products are recognized as revenue when the Company delivers products and the customer accepts and controls the product. Except for consumer electronic products such as mobile devices sold in channel stores usually in the form of cash, the Company recognizes revenues for sale of other electronic devices and corresponding trade notes and accounts receivable.
Usage revenues from fixed-line services (including local, domestic long distance and international long distance telephone services), mobile services, internet and data services, and interconnection and call transfer fees from other telecommunications companies and carriers are billed in arrears and are recognized based upon seconds or minutes of traffic processed when the services are provided in accordance with contract terms. The usage revenues and corresponding trade notes and accounts receivable are recognized monthly.
Other revenues are recognized as follows: (a) one-time subscriber connection fees (on fixed-line services) are first recognized as contract liabilities and revenues are recognized subsequently over the average expected customer service periods, (b) monthly fees (on fixed-line services, mobile, internet and data services) and related receivables are accrued monthly, and (c) prepaid services (fixed-line, mobile, internet and data services) are recognized as contract liabilities upon collection considerations from customers and are recognized as revenues subsequently based upon actual usage by customers.
Where the Company enters into transactions which involve both the provision of telecommunications service bundled with products such as handsets, total consideration received from products and telecommunications service in these arrangements are allocated based on their relative standalone selling price. The amount of sales revenue recognized for products is not limited to the amount paid by the customer for the products. When the amount of sales revenue recognized for products exceeded the amount paid by the customer for the products, the difference is recognized as contract assets. Contract assets are reclassified to accounts receivable when the amounts become collectible from customers subsequently. When the amount of sales revenue recognized for products was less than the amount paid by the customer for the products, the difference is recognized as contract liabilities and revenues are recognized subsequently when the telecommunications services are provided.
F-24
For project business contracts, if a substantial part of the Company’s promise to customers is to manage and coordinate the various tasks and assume the risks of those tasks to ensure the individual goods or services are incorporated into the combined output, they are treated as a single performance obligation since the Company provides a significant integration service. The Company recognizes revenues and corresponding accounts receivable when the project business contract is completed and accepted by customers. For some project contracts, the Company does not create an asset with an alternative use to the Company and has an enforceable right to payment for performance completed to date; therefore, performance obligations are satisfied and revenues are recognized over time.
For service contracts such as maintenance and warranties, customers simultaneously receive and consume the benefits provided by the Company; thus, revenues and corresponding accounts receivable of service contracts are recognized over the related service period.
When another party is involved in providing goods or services to a customer, the Company is acting as a principal if it controls the specified good or service before that good or service is transferred to a customer; otherwise, the Company is acting as an agent. When the Company is acting as a principal, gross inflow of economic benefits arising from transactions is recognized as revenue. When the Company is acting as an agent, revenue is recognized as its share of transaction.
Incremental Costs of Obtaining Contracts
Commissions and equipment subsidy related to telecommunications service as a result of obtaining contracts are recognized as an asset under the incremental costs of obtaining contracts to the extent the costs are expected to be recovered and are amortized over the contract period. However, the Company elects not to capitalize the incremental costs of obtaining contracts if the amortization period of the assets that the Company otherwise would have recognized is expected to be one year or less.
Leasing
At inception of a contract, the Company assesses whether the contract is, or contains, a lease.
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for lease payments for low-value assets are recognized as expenses on a straight-line basis over the lease terms accounted for applying recognition exemption.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities and for lease payments made at or before the commencement date. Right-of-use assets are subsequently measured at cost less accumulated depreciation and accumulated impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented separately on the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line basis from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
F-25
Lease liabilities were initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If such rate cannot be readily determined, the lessee’s incremental borrowing rate is used.
Lease liabilities are subsequently measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. The Company accounts for the remeasurement of the lease liability as a result of the decrease of lease scope by decreasing the carrying amount of the right-of-use assets and recognizes in profit or loss any gain or loss on the partial or full termination of the lease. Lease liabilities are presented separately on the consolidated balance sheets.
Variable lease payments not depending on an index or a rate are recognized as expenses in the periods in which they are incurred.
Borrowing Costs
All borrowing costs are recognized in profit or loss in the period in which they are incurred.
Government Grants
Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to government grants and that the grants will be received.
Government grants related to income are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes expenses of the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Company should construct noncurrent assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that become receivable as compensation for expenses or losses already incurred are recognized in profit or loss in the period in which they become receivable.
Employee Benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost and gains or losses on settlements) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising (a) actuarial gains and losses; and (b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability (asset) represents the actual deficit (surplus) in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
F-26
Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plan except that remeasurement is recognized in profit or loss.
Share-based Payment Arrangements - Employee Stock Options
The fair value determined at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of employee stock options that are expected to ultimately vest, with a corresponding increase in additional paid-in capital - employee stock options. If the equity instruments granted vest immediately at the grant date, expenses are recognized in full in profit or loss.
At the end of each reporting period, the Company revises its estimate of the number of employee share options expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to additional paid-in capital - employee stock options.
Income Tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
The current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statements of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Income tax on unappropriated earnings is accrued during the period the earnings arise and adjusted to the extent that distributions are approved by the stockholders in the following year.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. A deferred tax liability is not recognized on taxable temporary difference arising from initial recognition of goodwill.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carry forward and unused tax credits from purchases of machinery, equipment and technology and research, and development expenditures, etc. to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates, and joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
F-27
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current and deferred tax are also recognized in other comprehensive income.
Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
In the application of the Company’s accounting policies, the management is required to make judgments, estimates and assumptions which are based on historical experience and other factors that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed by the management on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
The Company’s project agreements are mainly to provide one or more customized equipment or services to customers. In order to fulfill the agreements, another party may be involved in some agreements. The Company considers the following factors to determine whether the Company is a principal of the transaction: whether the Company is the primary obligation provider of the agreements, its exposures to inventory risks and the discretion in establishing prices, etc. The determination of whether the Company is a principal or an agent will affect the amount of revenue recognized by the Company. Only when the Company is acting as a principal, gross inflows of economic benefits arising from transactions is recognized as revenue.
As discussed in Note 3, “Summary of Significant Accounting Policies - Basis of Consolidation”, some entities are subsidiaries of the Company although the Company only owns less than
F-28
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period. Actual results may differ from these estimates.
The provision for impairment of trade notes and accounts receivable is based on assumptions on probability of default and expected credit loss rates. The Company uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Company’s past experience, current market conditions as well as forward looking information at the end of each reporting period. For details of the key assumptions and inputs used, see Note 10. Where the actual future cash flows are less than expected, a material impairment loss may arise.
For the assets and liabilities measured at fair value without quoted prices in active markets, the Company’s management determines the appropriate valuation techniques for the fair value measurements and whether to engage third party qualified appraisers based on the related regulations and professional judgments.
Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities was disclosed in Note 37. If the actual changes of inputs in the future differ from expectation, the fair value may vary accordingly. The Company updates inputs periodically to monitor the appropriateness of the fair value measurement.
Inventories are stated at the lower of cost or net realizable value. Estimates of net realizable value are based on the most reliable evidence available at the time the estimates are made at the end of reporting period. These estimates take into consideration fluctuations of price or cost directly relating to events occurring after the end of the period to the extent that such events confirm conditions existing at the end of the period. Inventory write-downs are determined on an item by item basis, except for those similar items which could be categorized into the same groups. The Company uses the inventory holding period and turnover as the evaluation basis for inventory obsolescence losses.
In the process of evaluating the potential impairment of tangible and intangible assets, the Company is required to consider internal and external indicators of impairment and make subjective judgments in determining the independent cash flows, useful lives, expected future revenue and expenses related to the specific asset groups within the context of the telecommunication industry. Any changes in these estimates based on changed economic conditions or business strategies could result in significant impairment charges in future periods.
As discussed in Note 3, “Summary of Significant Accounting Policies - Property, Plant and Equipment”, the Company reviews estimated useful lives of property, plant and equipment at the end of each year.
Net defined benefit liabilities (assets) and the resulting pension expense under defined benefit pension plans are calculated using the Projected Unit Credit Method. Actuarial assumptions
F-29
comprise the discount rate, employee turnover rate, average future salary increase and etc. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and the liability.
In determining a lessee’s incremental borrowing rate used in discounting lease payments, a risk-free rate for relevant duration and the same currency is selected as a reference rate. The lessee’s credit spread adjustments and lease specific adjustments are also taken into account.
Amendments to IFRSs and the New Interpretation That Are Mandatorily Effective for the Current Year
The Company has applied Amendments to IFRSs: Annual Improvements to IFRS Standards 2018-2020, Amendments to IFRS 3: Reference to the Conceptual Framework, Amendments to IAS 16: Property, Plant and Equipment - Proceeds before Intended Use, Amendments to IAS 37: Onerous Contracts - Cost of Fulfilling a Contract. The application of these amendments has had no impact on the disclosures or amounts recognized in the Company’s consolidated financial statements.
New and Amended IFRSs in Issue But Not Yet Effective
The Company has not applied the following new and amended IFRSs that have been issued but are not yet effective.
New or Amended Standards and Interpretations |
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Effective Date Issued by IASB (Note 1) |
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Amendments to IAS 1 |
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Disclosure of Accounting Policies |
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January 1, 2023 (Note 2) |
Amendments to IAS 8 |
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Definition of Accounting Estimates |
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January 1, 2023 (Note 3) |
Amendments to IAS 12 |
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Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
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January 1, 2023 (Note 4) |
Amendments to IFRS 10 and IAS 28 |
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Sale or Contribution of Assets between An Investor and Its Associate or Joint Venture |
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To be determined by IASB |
Amendments to IFRS 16 |
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Leases Liability in a Sale and Leaseback |
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January 1, 2024 (Note 5) |
Amendments to IAS 1 |
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Classification of Liabilities as Current or Non-current |
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January 1, 2024 |
Amendments to IAS 1 |
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Non-current Liabilities with Covenants |
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January 1, 2024 |
Note 1: The aforementioned new or amended standards or interpretations are effective after fiscal year beginning on or after the effective dates, unless specified otherwise.
Note 2: The amendments will be applied for annual reporting periods beginning on or after January 1, 2023.
Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
Note 4: Except for deferred taxes that were recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments were applied prospectively to transactions that occur on or after January 1, 2022.
F-30
Note 5: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
The application of “Amendments to IAS 1: Disclosure of Accounting Policies ”, “Amendments to IAS 8: Definition of Accounting Estimates ” and“Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction ” will not have material impact on the Company’s consolidated financial statements.
As of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing whether the application of “Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between An Investor and Its Associate or Joint Venture”, “Amendments to IFRS 16: Leases Liability in a Sale and Leaseback ”, “Amendments to IAS 1: Classification of Liabilities as Current or Non-current ” and “Amendments to IAS 1: Non-current Liabilities with Covenants ” will have the impact on the Company’s financial position and operating result. The Company will disclose the relevant impact when the assessment is completed.
The Company maintains its accounts and expresses its consolidated financial statements in New Taiwan dollars. For readers’ convenience only, U.S. dollar amounts presented in the accompanying consolidated financial statements have been translated from New Taiwan dollars as set forth in the statistical release of the Federal Reserve Board of the United States as of December 30, 2022, which was NT$
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December 31 |
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2021 |
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2022 |
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NT$ |
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NT$ |
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(In Millions) |
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Cash |
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Cash on hand |
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$ |
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$ |
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Bank deposits |
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Cash equivalents (with maturities of less than three months) |
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Commercial papers |
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$ |
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$ |
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Negotiable certificates of deposit |
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Time deposits |
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Stimulus vouchers |
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$ |
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$ |
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The annual yield rates of bank deposits, commercial papers, negotiable certificates of deposit and time deposits as of balance sheet dates were as follows:
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December 31 |
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2021 |
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2022 |
Bank deposits |
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Commercial papers |
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Negotiable certificates of deposit |
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Time deposits |
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F-31
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December 31 |
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2021 |
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2022 |
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NT$ |
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NT$ |
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(In Millions) |
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Financial assets-current |
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Mandatorily measured at FVTPL |
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Derivatives (not designated for hedge) |
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Forward exchange contracts |
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$ |
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$ |
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Non-derivatives |
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Listed stocks - domestic |
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$ |
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$ |
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Financial assets-noncurrent |
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Mandatorily measured at FVTPL |
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Non-derivatives |
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Non-listed stocks - domestic |
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$ |
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$ |
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Non-listed stocks - foreign |
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Limited partnership - domestic |
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Film and drama investing agreements |
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$ |
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$ |
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Financial liabilities-current |
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Held for trading |
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Derivatives (not designated for hedge) |
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Forward exchange contracts |
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$ |
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$ |
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Chunghwa’s Board of Directors approved an investment in Taiwania Capital Buffalo Fund VI, L.P. at the amount of $
Outstanding forward exchange contracts not designated for hedge as of balance sheet dates were as follows:
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Maturity |
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Contract |
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Currency |
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Period |
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(In Millions) |
December 31, 2021 |
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Forward exchange contracts - buy |
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NT$ |
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December 31, 2022 |
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Forward exchange contracts - buy |
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NT$ |
The Company entered into the above forward exchange contracts to manage its exposure to foreign currency risk due to fluctuations in exchange rates. However, the aforementioned derivatives did not meet the criteria for hedge accounting.
F-32
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December 31 |
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2021 |
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2022 |
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NT$ |
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NT$ |
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(In Millions) |
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Domestic investments |
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Listed stocks |
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$ |
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$ |
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Non-listed stocks |
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Foreign investments |
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Non-listed stocks |
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$ |
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$ |
|
||
The Company holds the above foreign and domestic stocks for medium to long-term strategic purposes and expects to profit from long-term investment. Accordingly, the management elected to designate these investments in equity instruments at FVOCI as they believe that recognizing short-term fair value fluctuations of these investments in profit or loss is not consistent with the Company’s strategy of holding these investments for long-term purposes.
The Company disposed of all its investments in UUPON Inc. (UUPON) in December 2022 and the fair value of the disposed investment was $
CHI obtained significant influence over AgriTalk Technology Inc. (“ATT”) and Imedtac Co., Ltd. (“IME”) in July 2021 and August 2021, respectively. Therefore, the aforementioned investments were reclassified from financial asset at FVOCI to investments in associates at fair value of $
The related unrealized gains and losses on financial assets at FVOCI of gain of $
CHI participated in the private placement of PChome Online Inc. in the amount of $
The Company recognized dividend income of $
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Trade notes and accounts receivable |
|
$ |
|
|
$ |
|
||
Less: Loss allowance |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
||
F-33
The main credit terms range from
The Company serves a large consumer base for telecommunications business; therefore, the concentration of credit risk is limited. When having transactions with customers, the Company considers the record of arrears in the past. In addition, the Company may also collect some telecommunication charges in advance to reduce the payment arrears in subsequent periods.
The Company adopted a policy of dealing with counterparties with certain credit ratings for project business and to obtain collateral where necessary to mitigate the risk of loss arising from defaults. Credit rating information is provided by independent rating agencies where available and, if such credit rating information is not available, the Company uses other publicly available financial information and its own historical transaction experience to rate its major customers. The Company continues to monitor the credit exposure and credit ratings of its counterparties and spread the credit risk amongst qualified counterparties.
In order to mitigate credit risk, the management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure the recoverability of receivables. In addition, the Company reviews the recoverable amount of receivables at balance sheet dates to ensure that adequate allowance is provided for possible irrecoverable amounts. In this regard, the management believes the Company’s credit risk could be reasonably reduced.
The Company applies the simplified approach to recognize expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for receivables. The expected credit losses on receivables are estimated using a provision matrix by reference to past default experience of the customers and an analysis of the customers’ current financial positions, as well as the forward-looking indicators such as macroeconomic business indicators.
When there is evidence indicating that the counterparty is in evasion, bankruptcy, deregistration or the accounts receivable are over two years past due and the recoverable amount cannot be reasonable estimated, the Company writes off the trade notes and accounts receivable. For accounts receivable that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
Except for receivables arising from telecommunications business and project business, the Company’s remaining accounts receivable are limited. Therefore, only Chunghwa’s provision matrix arising from telecommunications business and project business is disclosed below:
December 31, 2021
|
|
Not Past |
|
|
Past Due |
|
|
Pass Due |
|
|
Pass Due |
|
|
Pass Due |
|
|
Pass Due |
|
|
Pass Due |
|
|
Total |
|
||||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
|
|
|
|
|
|
|
|
|||||||||||
Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Expected credit loss rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross carrying amount |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Loss allowance (Lifetime |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortized cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Project business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Expected credit loss rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross carrying amount |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Loss allowance (Lifetime |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Amortized cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
F-34
December 31, 2022
|
|
Not Past |
|
|
Past Due |
|
|
Pass Due |
|
|
Pass Due |
|
|
Pass Due |
|
|
Pass Due |
|
|
Pass Due |
|
|
Total |
|
||||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
|
|
|
|
|
|
|
|
|||||||||||
Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Expected credit loss rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross carrying amount |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Loss allowance (Lifetime |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortized cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Project business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Expected credit loss rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross carrying amount |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Loss allowance (Lifetime |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortized cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Note a: Please refer to Notes 43 for the information of disaggregation of telecommunications service revenue. The expected credit loss rate applicable to different business revenue varies so as to reflect the risk level indicating by factors like historical experience.
Note b: The project business has different loss types according to the customer types. The expected credit loss rate listed above is for general customers. When the customer is a government-affiliated entity, it is anticipated that there will not be an instance of credit loss. Customers with past history of bounced checks or accounts receivable exceeding six months overdue are classified as high-risk customers, with an expected credit loss rate of
Movements of loss allowance for trade notes and accounts receivable were as follows:
|
|
Year Ended December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Beginning balance |
|
$ |
|
|
$ |
|
||
Add: Provision for credit loss |
|
|
|
|
|
|
||
Less: Amounts written off |
|
|
( |
) |
|
|
( |
) |
Ending balance |
|
$ |
|
|
$ |
|
||
F-35
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Merchandise |
|
$ |
|
|
$ |
|
||
Project in process |
|
|
|
|
|
|
||
Work in process |
|
|
|
|
|
|
||
Raw materials |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Land held under development |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The operating costs related to inventories were $
For the years ended December 31, 2020, 2021 and 2022, valuation loss on inventories recognized as operating costs included the amounts of $
As of December 31, 2021 and 2022, inventories of $
Land held under development and construction in progress was mainly developed by LED for Qingshan Sec., Dayuan Dist., Taoyuan City project. The Board of Directors of LED resolved to sign a joint construction and separate sale contract with Farglory Land Development Co., Ltd. in June 2021. LED entrusts Land Bank of Taiwan to execute fund control and property right management for the land held under development.
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Prepaid rents |
|
$ |
|
|
$ |
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Current |
|
|
|
|
|
|
||
Prepaid rents |
|
$ |
|
|
$ |
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Noncurrent |
|
|
|
|
|
|
||
Prepaid rents |
|
$ |
|
|
$ |
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Prepaid rents comprised the prepayments from the lease agreements applying the recognition exemption and the prepayments for leases that do not meet the definition of leases under IFRS 16.
F-36
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Time deposits and negotiable certificates of deposit with |
|
$ |
|
|
$ |
|
||
Accrued custodial receipts |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The annual yield rates of time deposits and negotiable certificates of deposit with maturities of more than three months at the balance sheet dates were as follows:
|
|
December 31 |
||
|
|
2021 |
|
2022 |
Time deposits and negotiable certificates of deposit with |
|
|
||
The table below shows details of less than wholly owned subsidiaries of the Company that have material noncontrolling interests:
|
|
Place of Incorporation |
|
Proportion of Ownership |
||
|
|
and Principal |
|
December 31 |
||
Subsidiaries |
|
Place of Business |
|
2021 |
|
2022 |
SENAO |
|
|
|
|||
CHPT |
|
|
|
|||
|
|
Profit Allocated to |
|
|
Accumulated |
|
||||||||||||||
|
|
Year Ended December 31 |
|
|
December 31 |
|
||||||||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
SENAO |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
CHPT |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|||||
Individually immaterial subsidiaries with |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||
Summarized financial information in respect of SENAO and its subsidiaries that has material noncontrolling interests is set out below.
F-37
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Current assets |
|
$ |
|
|
$ |
|
||
Noncurrent assets |
|
$ |
|
|
$ |
|
||
Current liabilities |
|
$ |
|
|
$ |
|
||
Noncurrent liabilities |
|
$ |
|
|
$ |
|
||
Equity attributable to the parent |
|
$ |
|
|
$ |
|
||
Equity attributable to noncontrolling interests |
|
$ |
|
|
$ |
|
||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Revenues and income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|||
Profit for the year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Profit attributable to the parent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Profit attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Profit for the year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income attributable to the parent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive income attributable to noncontrolling |
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income for the year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total comprehensive income attributable to the parent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total comprehensive income attributable to noncontrolling |
|
|
|
|
|
|
|
|
|
|||
Total comprehensive income for the year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net cash flow from operating activities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Net cash flow from investing activities |
|
|
|
|
|
|
|
|
|
|||
Net cash flow from financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|||
Net cash inflow (outflow) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|||
Dividends paid to noncontrolling interests |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Summarized financial information in respect of CHPT and its subsidiaries that has material noncontrolling interests is set out below. The summarized financial information below represented amounts before intercompany eliminations.
F-38
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Current assets |
|
$ |
|
|
$ |
|
||
Noncurrent assets |
|
$ |
|
|
$ |
|
||
Current liabilities |
|
$ |
|
|
$ |
|
||
Noncurrent liabilities |
|
$ |
|
|
$ |
|
||
Equity attributable to CHI |
|
$ |
|
|
$ |
|
||
Equity attributable to noncontrolling interests |
|
$ |
|
|
$ |
|
||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Revenues and income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|||
Profit for the year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Profit attributable to CHI |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Profit attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Profit for the year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income (loss) attributable to CHI |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Other comprehensive income (loss) attributable to noncontrolling |
|
|
|
|
|
( |
) |
|
|
|
||
Other comprehensive income (loss) for the year |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|||
Total comprehensive income attributable to CHI |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total comprehensive income attributable to noncontrolling |
|
|
|
|
|
|
|
|
|
|||
Total comprehensive income for the year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net cash flow from operating activities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net cash flow from investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash flow from financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
( |
) |
|
|
|
||
Net cash inflow |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Dividends paid to noncontrolling interests |
|
$ |
|
|
$ |
|
|
$ |
|
|||
CHIEF issued new shares in March 2020, December 2020, March 2021, December 2021, March 2022 and December 2022, as its employees exercised options. Therefore, the Company’s ownership interest in CHIEF decreased to
CHTSC issued new shares in February 2021, February 2022 and May 2022 as its employees exercised options. Therefore, the Company’s ownership interest in CHTSC decreased to
F-39
IISI issued new shares in September 2020 and January 2021 as its employees exercised options. Therefore, the Company’s ownership interest in IISI decreased to
SENAO subscribed for all the shares in the capital increase of Youth in April 2020; therefore, the Company’s ownership interest in Youth increased.
Chunghwa did not participate in the capital increase of CHST in November 2022. Therefore, the Company’s ownership interest in CHST decreased.
The above transactions were accounted for as equity transactions since the Company did not cease to have control over these subsidiaries.
The detailed information of the equity transactions for the years ended December 31, 2020, 2021 and 2022 was as follows:
|
|
Year Ended December 31, 2020 |
|
|||||||||
|
|
CHIEF |
|
|
SENAO Not |
|
|
IISI |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Cash consideration received from noncontrolling interests |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The proportionate share of the carrying amount of the net assets |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Differences arising from equity transactions |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Line items for equity transaction adjustments |
|
|
|
|
|
|
|
|
|
|||
Additional paid-in capital - arising from changes in equities of |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Year Ended December 31, 2021 |
|
|||||||||
|
|
CHIEF |
|
|
CHTSC |
|
|
IISI |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Cash consideration received from noncontrolling interests |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The proportionate share of the carrying amount of the net assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Differences arising from equity transactions |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Line items for equity transaction adjustments |
|
|
|
|
|
|
|
|
|
|||
Additional paid-in capital - arising from changes in equities of |
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-40
|
|
Year Ended December 31, 2022 |
|
|||||||||
|
|
CHIEF |
|
|
CHTSC |
|
|
Chunghwa |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Cash consideration received from noncontrolling interests |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The proportionate share of the carrying amount of the net assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Differences arising from equity transactions |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Line items for equity transaction adjustments |
|
|
|
|
|
|
|
|
|
|||
Additional paid-in capital - arising from changes in equities of |
|
$ |
|
|
$ |
|
|
$ |
|
|||
In order to develop and cultivate the enterprise customer market, Chunghwa obtained
Note: IISI issued new shares in April 2020 as its employees exercised options; therefore, the percentage of ownership interest in IISI obtained on the acquisition date is lower than that approved by Chunghwa’s Board of Directors in January 2020.
F-41
|
|
|
|
IISI and Its |
|
|
Current assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
$ |
|
|
Contract assets |
|
|
|
|
|
|
Trade notes and accounts receivable |
|
|
|
|
|
|
Inventories |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
Other current monetary assets |
|
|
|
|
|
|
Other current assets |
|
|
|
|
|
|
Noncurrent assets |
|
|
|
|
|
|
Property, plant and equipment |
|
|
|
|
|
|
Right-of-use assets |
|
|
|
|
|
|
Intangible assets |
|
|
|
|
|
|
Deferred income tax assets |
|
|
|
|
|
|
Other noncurrent assets |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Short-term loans |
|
|
|
|
( |
) |
Contract liabilities |
|
|
|
|
( |
) |
Trade notes and accounts payable |
|
|
|
|
( |
) |
Current tax liabilities |
|
|
|
|
( |
) |
Lease liabilities |
|
|
|
|
( |
) |
Other payables |
|
|
|
|
( |
) |
Provisions |
|
|
|
|
( |
) |
Other current liabilities |
|
|
|
|
( |
) |
Noncurrent liabilities |
|
|
|
|
|
|
Deferred income tax liabilities |
|
|
|
|
( |
) |
Lease liabilities |
|
|
|
|
( |
) |
Net defined benefit liabilities |
|
|
|
|
( |
) |
Other noncurrent liabilities |
|
|
|
|
( |
) |
|
|
|
|
$ |
|
|
The trade notes and accounts receivable acquired in business combination transactions have a fair value of $
|
|
|
|
IISI and Its |
|
|
Consideration transferred |
|
|
|
$ |
|
|
Add: Fair value of equity interest held before the acquisition date |
|
|
|
|
|
|
Add: Noncontrolling interest ( |
|
|
|
|
|
|
Less: Fair value of identifiable net assets acquired |
|
|
|
|
( |
) |
Goodwill arising from acquisition |
|
|
|
$ |
|
|
The goodwill arising from the acquisition of IISI mainly represents the control premium. In addition, the consideration paid for the combination included amounts attributed to the benefits of expected synergies and the assembled workforces of IISI. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
Goodwill arising from business combinations is not deductible for tax purposes.
F-42
|
|
|
|
IISI and Its |
|
|
Cash and cash equivalents acquired |
|
|
|
$ |
|
|
Less: Consideration paid in cash |
|
|
|
|
( |
) |
|
|
|
|
$ |
|
|
The financial results of the acquiree since the acquisition date to December 31, 2020 included in the consolidated statements of comprehensive income are as follows:
|
|
|
|
IISI and Its |
|
|
Revenue |
|
|
|
$ |
|
|
Profit |
|
|
|
$ |
|
|
Had the business combination been in effect at the beginning of the annual reporting period, the Company’s revenue and profit would have been $
In determining the pro-forma revenue and profit of the Company had IISI been acquired at the beginning of the financial year, the management calculated amortization of intangible assets acquired on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements.
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Investments in associates |
|
$ |
|
|
$ |
|
||
Investment in joint venture |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-43
|
|
Carrying Amount |
|
|||||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Material associate |
|
|
|
|
|
|
||
Non-listed |
|
|
|
|
|
|
||
Next Commercial Bank Co., Ltd. (“NCB”) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Associates that are not individually material |
|
|
|
|
|
|
||
Listed |
|
|
|
|
|
|
||
Senao Networks, Inc. (“SNI”) |
|
|
|
|
|
|
||
KingwayTek Technology Co., Ltd. (“KWT”) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Non-listed |
|
|
|
|
|
|
||
Viettel-CHT Co., Ltd. (“Viettel-CHT”) |
|
|
|
|
|
|
||
Taiwan International Standard Electronics Co., Ltd. (“TISE”) |
|
|
|
|
|
|
||
Chunghwa PChome Fund I Co., Ltd. (“CPFI”) |
|
|
|
|
|
|
||
ST-2 Satellite Ventures Pte., Ltd. (“STS”) |
|
|
|
|
|
|
||
So-net Entertainment Taiwan Limited (“So-net”) |
|
|
|
|
|
|
||
WiAdvance Technology Corporation (“WATC”) |
|
|
|
|
|
|
||
KKBOX Taiwan Co., Ltd. (“KKBOXTW”) |
|
|
|
|
|
|
||
Taiwan International Ports Logistics Corporation (“TIPL”) |
|
|
|
|
|
|
||
CHT Infinity Singapore Pte. Ltd. (“CISG”) |
|
|
|
|
|
|
||
Click Force Co., Ltd. (“CF”) |
|
|
|
|
|
|
||
Imedtac Co., Ltd. (“IME”) |
|
|
|
|
|
|
||
AgriTalk Technology Inc. (“ATT”) |
|
|
|
|
|
|
||
Baohwa Trust Co., Ltd. (“BHT”) |
|
|
|
|
|
|
||
Cornerstone Ventures Co., Ltd. (“CVC”) |
|
|
|
|
|
|
||
Alliance Digital Tech Co., Ltd. (“ADT”) |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-44
The percentages of ownership interests and voting rights in associates held by the Company as of balance sheet dates were as follows:
|
|
% of Ownership Interests and |
|
|||||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
Material associate |
|
|
|
|
|
|
||
Non-listed |
|
|
|
|
|
|
||
Next Commercial Bank Co., Ltd. (“NCB”) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Associates that are not individually material |
|
|
|
|
|
|
||
Listed |
|
|
|
|
|
|
||
Senao Networks, Inc. (“SNI”) |
|
|
|
|
|
|
||
KingwayTek Technology Co., Ltd. (“KWT”) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Non-listed |
|
|
|
|
|
|
||
Viettel-CHT Co., Ltd. (“Viettel-CHT”) |
|
|
|
|
|
|
||
Taiwan International Standard Electronics Co., Ltd. (“TISE”) |
|
|
|
|
|
|
||
Chunghwa PChome Fund I Co., Ltd. (“CPFI”) |
|
|
|
|
|
|
||
ST-2 Satellite Ventures Pte., Ltd. (“STS”) |
|
|
|
|
|
|
||
So-net Entertainment Taiwan Limited (“So-net”) |
|
|
|
|
|
|
||
WiAdvance Technology Corporation (“WATC”) |
|
|
|
|
|
|
||
KKBOX Taiwan Co., Ltd. (“KKBOXTW”) |
|
|
|
|
|
|
||
Taiwan International Ports Logistics Corporation (“TIPL”) |
|
|
|
|
|
|
||
CHT Infinity Singapore Pte. Ltd. (“CISG”) |
|
|
|
|
|
|
||
Click Force Co., Ltd. (“CF”) |
|
|
|
|
|
|
||
Imedtac Co., Ltd. (“IME”) |
|
|
|
|
|
|
||
AgriTalk Technology Inc. (“ATT”) |
|
|
|
|
|
|
||
Baohwa Trust Co., Ltd. (“BHT”) |
|
|
|
|
|
|
||
Cornerstone Ventures Co., Ltd. (“CVC”) |
|
|
|
|
|
|
||
Alliance Digital Tech Co., Ltd. (“ADT”) |
|
|
|
|
|
|
||
Summarized financial information of NCB was set out below:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Assets |
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Equity |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
The percentage of ownership interest held by the Company |
|
|
% |
|
|
% |
||
|
|
|
|
|
|
|
||
Equity attributable to the Company |
|
$ |
|
|
$ |
|
||
Unrealized gain or loss from downstream transactions |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
The carrying amount of investment |
|
$ |
|
|
$ |
|
||
F-45
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Net Revenues (losses) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|||
Net loss for the period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income |
|
|
|
|
|
|
|
|
( |
) |
||
Total comprehensive loss for the period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Except for NCB, no associate is considered individually material to the Company. Summarized financial information of associates that are not individually material to the Company was as follows:
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
The Company’s share of profits |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company’s share of other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
The Company’s share of total comprehensive income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Level 1 fair values of associates based on the closing market prices as of the balance sheet dates were as follows:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
SNI |
|
$ |
|
|
$ |
|
||
KWT |
|
$ |
|
|
$ |
|
||
The Company invested and obtained
The Company invested and obtained
The company’s ownership interest in NCB is
UUPON reduced
F-46
The Company invested $
The Company invested $
The Company owns
The Company originally invested and obtained
The Company invested and obtained
STS reduces its capital in April 2022 and the Company received $
The Company invested $
|
|
Carrying Amount |
|
|
% of Ownership Interests and Voting Rights |
|
||||||||||
|
|
December 31 |
|
|
December 31 |
|
||||||||||
Name of Joint Venture |
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
||||
Non-listed |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Chunghwa SEA Holdings (“CHT SEA”) |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
||||
F-47
The Company invested and established a joint venture, CHT SEA, with Delta Electronics, Inc. and Kwang Hsing Industrial Co., Ltd. and obtained
The joint venture is not considered individually material to the Company. Summarized financial information of CHT SEA was set out below:
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
The Company’s share of loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company’s share of other comprehensive |
|
|
|
|
|
|
|
|
|
|||
The Company’s share of total comprehensive loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Assets used by the Company |
|
$ |
|
|
$ |
|
||
Assets subject to operating leases |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-48
|
|
Land |
|
|
Land |
|
|
Buildings |
|
|
Computer |
|
|
Telecommuni- |
|
|
Transportation |
|
|
Miscellaneous |
|
|
Construction in |
|
|
Total |
|
|||||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||||||
|
|
(In Millions) |
|
|||||||||||||||||||||||||||||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Disposal |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||||
Acquired by |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Others |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||||
Balance on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance on |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Depreciation |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Disposal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Effect of foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Acquired by |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Others |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||||||
Balance on |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Balance on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Disposal |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Effect of foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
Balance on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
(Continued)
F-49
|
|
Land |
|
|
Land |
|
|
Buildings |
|
|
Computer |
|
|
Telecommuni- |
|
|
Transportation |
|
|
Miscellaneous |
|
|
Construction in |
|
|
Total |
|
|||||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||||||
|
|
(In Millions) |
|
|||||||||||||||||||||||||||||||||
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance on |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Depreciation |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Disposal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Effect of foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Others |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||
Balance on |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Balance on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Disposal |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Effect of foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||
Balance on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance on |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Depreciation |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Disposal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Effect of foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||
Others |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Balance on |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Balance on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
(Concluded)
There was no indication that property, plant and equipment was impaired; therefore, the Company did
F-50
Chunghwa signed a joint development agreement with the MOTC previously which stated that the MOTC would provide the national land and Chunghwa would be in charge of the planning and construction for the MOTC’s office building, Chunghwa’s Renai office building, etc. According to the agreement, the MOTC and Chunghwa would each own a certain percentage of the buildings, and Chunghwa is to pay or get the reimbursement for the difference between the assessed value of the land and the construction cost paid by Chunghwa on behalf of the MOTC. The difference amounting to $
The Company participated in the government-led urban renewal project in Xingzheng Section, Xindian District, New Taipei City. The Company provided land as a building lot while Kindom Development Corp., chosen through public selection by the New Taipei City Government, acted as the urban renewal developer. The property registration was completed in 2020. With respect to the Company’s trade-in share of land and buildings, only the trade-in buildings had commercial substance. Therefore, the gain on the asset exchange transaction of $
Depreciation expense for assets used by the Company is computed using the straight-line method over the following estimated service lives
Land improvements |
|
- years |
Buildings |
|
|
Main buildings |
|
- years |
Other building facilities |
|
- years |
Computer equipment |
|
years |
Telecommunications equipment |
|
|
Telecommunication circuits |
|
- years |
Telecommunication machinery and antennas equipment |
|
- years |
Transportation equipment |
|
- years |
Miscellaneous equipment |
|
|
Leasehold improvements |
|
- years |
Mechanical and air conditioner equipment |
|
- years |
Others |
|
- years |
F-51
|
|
Land |
|
|
Buildings |
|
|
Total |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Cost |
|
|
|
|
|
|
|
|
|
|||
Balance on January 1, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Others |
|
|
( |
) |
|
|
|
|
|
|
||
Balance on December 31, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
|
|
|||
Balance on January 1, 2020 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Depreciation expenses |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Others |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance on December 31, 2020 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Balance on December 31, 2020, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cost |
|
|
|
|
|
|
|
|
|
|||
Balance on January 1, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Others |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance on December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
|
|
|||
Balance on January 1, 2021 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Depreciation expenses |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Others |
|
|
|
|
|
|
|
|
|
|||
Balance on December 31, 2021 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Balance on December 31, 2021, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Cost |
|
|
|
|
|
|
|
|
|
|||
Balance on January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Additions |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance on December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
|
|
|||
Balance on January 1, 2022 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Depreciation expenses |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Others |
|
|
|
|
|
|
|
|
|
|||
Balance on December 31, 2022 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Balance on December 31, 2022, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company leases out land and buildings with lease terms between
The future aggregate lease collection under operating lease for the freehold plant, property and equipment was as follows:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Year 1 |
|
$ |
|
|
$ |
|
||
Year 2 |
|
|
|
|
|
|
||
Year 3 |
|
|
|
|
|
|
||
Year 4 |
|
|
|
|
|
|
||
Year 5 |
|
|
|
|
|
|
||
Onwards |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-52
The above items of property, plant and equipment subject to operating leases are depreciated on a straight-line basis over their estimated useful lives as follows:
Buildings |
|
|
Main buildings |
|
|
Other building facilities |
|
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Land and buildings |
|
|
|
|
|
|
||
Handsets base stations |
|
$ |
|
|
$ |
|
||
Others |
|
|
|
|
|
|
||
Equipment |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Additions to right-of-use assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Depreciation charge for right-of-use assets |
|
|
|
|
|
|
|
|
|
|||
Land and buildings |
|
|
|
|
|
|
|
|
|
|||
Handsets base stations |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
Equipment |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Chunghwa entered into a contract with ST-2 Satellite Ventures Pte., Ltd. to lease capacity on the ST-2 satellite. However, certain frequency that ST-2 satellite originally used was transferred for the use of 5G spectrum to the government, Chunghwa evaluated and determined that the recoverable amount of the related right-of-use assets was nil. Therefore, Chunghwa recognized an impairment loss of $
The Company did
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Lease liabilities |
|
|
|
|
|
|
||
Current |
|
$ |
|
|
$ |
|
||
Noncurrent |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-53
Ranges of discount rates for lease liabilities were as follows:
|
|
December 31 |
||
|
|
2021 |
|
2022 |
Land and buildings |
|
|
|
|
Handsets base stations |
|
|
||
Others |
|
|
||
Equipment |
|
|
||
The Company mainly enters into lease-in agreements of land and buildings for handsets base stations located throughout Taiwan with lease terms ranging from
The Company also leases land and buildings for the use of offices, server rooms, and stores with lease terms from
The lease agreements for equipment include a contract between Chunghwa and ST-2 Satellite Ventures Pte., Ltd. to lease capacity on the ST-2 satellite. For the information of lease agreements with related parties, please refer to Note 39 to the consolidated financial statements for details.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Expenses relating to low-value asset leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Expenses relating to variable lease payments not included in |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Total cash outflow for leases |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company leases certain equipment which qualifies as low-value asset leases. The Company has elected to apply the recognition exemption and, thus, not to recognize right-of-use assets and lease liabilities for these leases.
Lease-out arrangements under operating leases for freehold property, plant, and equipment and investment properties were set out in Notes 16 and 18 to the consolidated financial statements.
F-54
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Carrying amount |
|
|
|
|
|
|
||
Investment properties |
|
$ |
|
|
$ |
|
||
|
|
|
|
Investment |
|
|
|
|
|
|
NT$ |
|
|
|
|
|
|
(In Millions) |
|
|
Cost |
|
|
|
|
|
|
Balance on January 1, 2020 |
|
|
|
$ |
|
|
Additions (Note 16) |
|
|
|
|
|
|
Disposal |
|
|
|
|
( |
) |
Reclassification |
|
|
|
|
|
|
Balance on December 31, 2020 |
|
|
|
$ |
|
|
Accumulated depreciation and impairment |
|
|
|
|
|
|
Balance on January 1, 2020 |
|
|
|
$ |
( |
) |
Depreciation expense |
|
|
|
|
( |
) |
Reclassification |
|
|
|
|
( |
) |
Reversal of impairment loss |
|
|
|
|
|
|
Balance on December 31, 2020 |
|
|
|
$ |
( |
) |
Balance on December 31, 2020, net |
|
|
|
$ |
|
|
Cost |
|
|
|
|
|
|
Balance on January 1, 2021 |
|
|
|
$ |
|
|
Additions |
|
|
|
|
|
|
Balance on December 31, 2021 |
|
|
|
$ |
|
|
Accumulated depreciation and impairment |
|
|
|
|
|
|
Balance on January 1, 2021 |
|
|
|
$ |
( |
) |
Depreciation expense |
|
|
|
|
( |
) |
Reversal of impairment loss |
|
|
|
|
|
|
Balance on December 31, 2021 |
|
|
|
$ |
( |
) |
Balance on December 31, 2021, net |
|
|
|
$ |
|
|
Cost |
|
|
|
|
|
|
Balance on January 1, 2022 |
|
|
|
$ |
|
|
Additions |
|
|
|
|
|
|
Reclassification |
|
|
|
|
|
|
Balance on December 31, 2022 |
|
|
|
$ |
|
|
Accumulated depreciation and impairment |
|
|
|
|
|
|
Balance on January 1, 2022 |
|
|
|
$ |
( |
) |
Depreciation expense |
|
|
|
|
( |
) |
Reversal of impairment loss |
|
|
|
|
|
|
Reclassification |
|
|
|
|
( |
) |
Balance on December 31, 2022 |
|
|
|
$ |
( |
) |
Balance on December 31, 2022, net |
|
|
|
$ |
|
|
F-55
After the evaluation of land and buildings, the Company concluded the recoverable amount which represented the fair value less costs to sell of some land and buildings was higher than the carrying amount. Therefore, the Company recognized reversal of impairment losses of $
Depreciation expense is computed using the straight-line method over the following estimated service lives:
Land improvements |
|
|
Buildings |
|
|
Main buildings |
|
|
Other building facilities |
|
The fair values of the Company’s investment properties as of December 31, 2021 and 2022 were determined by Level 3 fair value measurements inputs based on the appraisal reports conducted by independent appraisers. Those appraisal reports are based on the comparison approach, income approach or cost approach. Key assumptions and the fair values were as follows:
|
|
|
December 31 |
|||
|
|
|
2021 |
|
|
2022 |
|
|
|
NT$ |
|
|
NT$ |
|
|
|
(In Millions) |
|||
Fair value |
|
$ |
|
$ |
||
Overall capital interest rate |
|
|
|
|
||
Profit margin ratio |
|
|
|
|
||
Discount rate |
|
|
— |
|
|
— |
Capitalization rate |
|
|
|
|
||
All of the Company’s investment properties are held under freehold interest.
The future aggregate lease collection under operating lease for investment properties is as follows:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Year 1 |
|
$ |
|
|
$ |
|
||
Year 2 |
|
|
|
|
|
|
||
Year 3 |
|
|
|
|
|
|
||
Year 4 |
|
|
|
|
|
|
||
Year 5 |
|
|
|
|
|
|
||
Onwards |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-56
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Carrying amount |
|
|
|
|
|
|
||
Mobile Broadband Concession |
|
$ |
|
|
$ |
|
||
Computer software |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-57
|
|
Mobile Broadband Concession |
|
|
Computer |
|
|
Goodwill |
|
|
Others |
|
|
Total |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on January 1, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Additions-acquired separately |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Disposal |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Effect of foreign exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquired by business combinations (Note 14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on December 31, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Accumulated amortization and impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on January 1, 2020 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Amortization expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Disposal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Impairment losses |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Effect of foreign exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquired by business combinations (Note 14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on December 31, 2020 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Balance on December 31, 2020, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on January 1, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Additions-acquired separately |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Disposal |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Effect of foreign exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Accumulated amortization and impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on January 1, 2021 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Amortization expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Disposal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Impairment losses |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Effect of foreign exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on December 31, 2021 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Balance on December 31, 2021, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Additions-acquired separately |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Disposal |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Effect of foreign exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Accumulated amortization and impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on January 1, 2022 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Amortization expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Disposal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Impairment losses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Effect of foreign exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on December 31, 2022 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Balance on December 31, 2022, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
F-58
For long-term business development, Chunghwa participated in the 5G mobile broadband license bidding hosted by the National Communications Commission (“NCC”) and paid the deposit for 5G spectrum bidding amounting to $
Chunghwa’s Board of Directors approved the acquisition of the 900MHz frequency band and equipment from Asia Pacific Telecom Co., Ltd. in November 2021. The aforementioned tax-excluded transaction amount was $
The concessions are granted and issued by the NCC. The concession fees are amortized using the straight-line method over the period from the date operations commence through the date the license expires or the useful life, whichever is shorter. The 4G concession fees will be fully amortized by December 2030 and December 2033, and 5G concession fees will be fully amortized by December 2040.
The computer software is amortized using the straight-line method over the estimated useful lives of
SENAO evaluated the goodwill, license agreement and the right of trademark that arose in the acquisition of Youth and its subsidiaries at the end of each year. Due to the competition in the industrial environment, the gross profit margin decreased. SENAO determined the smallest identifiable group of assets that generates cash inflows as single cash generating units by business type and evaluated the recoverable amount of those cash generating units by their value in use. The management of SENAO estimated the cash flow projections based on the financial budgets for the following five years. Discount rate was
SENAO concluded the recoverable amount of the goodwill was lower than the carrying value and recognized impairment loss of $
F-59
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Spare parts |
|
$ |
|
|
$ |
|
||
Refundable deposits |
|
|
|
|
|
|
||
Other financial assets |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Current |
|
|
|
|
|
|
||
Spare parts |
|
$ |
|
|
$ |
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Noncurrent |
|
|
|
|
|
|
||
Refundable deposits |
|
$ |
|
|
$ |
|
||
Other financial assets |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Other financial assets - noncurrent was Piping Fund. As part of the government’s effort to upgrade the existing telecommunications infrastructure, Chunghwa and other public utility companies were required by the ROC government to contribute to a Piping Fund administered by the Taipei City Government. This fund was used to finance various telecommunications infrastructure projects. Net assets of this fund will be returned proportionately after the project is completed.
Chunghwa’s hedge strategy is to enter into forward exchange contracts - buy to avoid its foreign currency exposure to certain foreign currency denominated equipment payments in the following six months. In addition, Chunghwa’s management considers the market condition to determine the hedge ratio and enters into forward exchange contracts with the banks to avoid the foreign currency risk.
Chunghwa signed equipment purchase contracts with suppliers and entered into forward exchange contracts to avoid foreign currency risk exposure to Euro-denominated purchase commitments. Those forward exchange contracts were designated as cash flow hedges. When forecast purchases actually take place, basis adjustments are made to the initial carrying amounts of hedged items.
For the hedges of highly probable forecast sales and purchases, as the critical terms (i.e. the notional amount, life and underlying) of the forward foreign exchange contracts and their corresponding hedged items are the same, the Company performs a qualitative assessment of effectiveness and it is expected that the value of the forward contracts and the value of the corresponding hedged items will systematically change in opposite direction in response to movements in the underlying exchange rates.
The main source of hedge ineffectiveness in these hedging relationships is the effect of credit risks of the Company and the counterparty on the fair value of the forward exchange contracts. Such credit risks do not impact the fair value of the hedged item attributable to changes in foreign exchange rates. No other sources of ineffectiveness emerged from these hedging relationships.
F-60
The following tables summarized the information relating to the hedges for foreign currency risk.
December 31, 2020
|
|
|
|
Notional |
|
|
|
Forward |
|
|
Line Item in |
|
Carrying Amount |
|
|
Change in |
|
|||||||
Hedging Instruments |
|
Currency |
|
Amount |
|
Maturity |
|
Rate |
|
|
Balance Sheet |
|
Asset |
|
|
Liability |
|
|
Ineffectiveness |
|
||||
|
|
|
|
(In Millions) |
|
|
|
|
|
|
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
||||||||||
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forecast purchases - |
|
|
NT$ |
|
|
$ |
|
|
Hedging financial assets (liabilities) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
Change in Value of Hedged |
|
|
Accumulated Gain or Loss on |
|
||||||
Hedged Items |
|
Calculating Hedge |
|
|
Continuing |
|
|
Hedge Accounting No Longer Applied |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|||
Forecast equipment purchases |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
December 31, 2021
|
|
|
|
Notional |
|
|
|
Forward |
|
|
Line Item in |
|
Carrying Amount |
|
|
Change in |
|
|||||||
Hedging Instruments |
|
Currency |
|
Amount |
|
Maturity |
|
Rate |
|
|
Balance Sheet |
|
Asset |
|
|
Liability |
|
|
Ineffectiveness |
|
||||
|
|
|
|
(In Millions) |
|
|
|
|
|
|
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
||||||||||
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forecast purchases - |
|
|
NT$ |
|
|
$ |
|
|
Hedging financial assets (liabilities) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||||
|
|
Change in Value of Hedged |
|
|
Accumulated Gain or Loss on |
|
||||||
Hedged Items |
|
Calculating Hedge |
|
|
Continuing |
|
|
Hedge Accounting No Longer Applied |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|||
Forecast equipment purchases |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
December 31, 2022
|
|
|
|
Notional |
|
|
|
Forward |
|
|
Line Item in |
|
Carrying Amount |
|
|
Change in |
|
|||||||
Hedging Instruments |
|
Currency |
|
Amount |
|
Maturity |
|
Rate |
|
|
Balance Sheet |
|
Asset |
|
|
Liability |
|
|
Ineffectiveness |
|
||||
|
|
|
|
(In Millions) |
|
|
|
|
|
|
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
||||||||||
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forecast purchases - |
|
|
NT$ |
|
|
$ |
|
|
Hedging financial assets (liabilities) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
F-61
|
|
Change in Value of Hedged |
|
|
Accumulated Gain or Loss on |
|
||||||
Hedged Items |
|
Calculating Hedge |
|
|
Continuing |
|
|
Hedge Accounting No Longer Applied |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|||
Forecast equipment purchases |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Year ended December 31, 2020
|
|
Comprehensive Income |
|
|
Reclassification from Equity to Assets and the Adjusted Line Item |
|
||||||||||||||
|
|
Hedging Gain or Loss |
|
|
Amount of Hedge Ineffectiveness |
|
|
Line Item in Which Hedge |
|
|
Amount Reclassified to Assets and |
|
|
Due to Hedged Future Cash Flows No |
|
|||||
Hedge |
|
Recognized |
|
|
Recognized in |
|
|
Ineffectiveness |
|
|
the Adjusted |
|
|
Longer Expected |
|
|||||
Transaction |
|
in OCI |
|
|
Profit or Loss |
|
|
is Included |
|
|
Line Item |
|
|
to Occur |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forecast |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Construction in progress and equipment to be accepted |
|
|
Other gains and losses |
|
|||||
Year ended December 31, 2021
|
|
Comprehensive Income |
|
|
Reclassification from Equity to Assets and the Adjusted Line Item |
|
||||||||||||||
|
|
Hedging Gain or Loss |
|
|
Amount of Hedge Ineffectiveness |
|
|
Line Item in Which Hedge |
|
|
Amount Reclassified to Assets and |
|
|
Due to Hedged Future Cash Flows No |
|
|||||
Hedge |
|
Recognized |
|
|
Recognized in |
|
|
Ineffectiveness |
|
|
the Adjusted |
|
|
Longer Expected |
|
|||||
Transaction |
|
in OCI |
|
|
Profit or Loss |
|
|
is Included |
|
|
Line Item |
|
|
to Occur |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forecast |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
Construction in progress and equipment to be accepted |
|
|
Other gains and losses |
|
|||||
Year ended December 31, 2022
|
|
Comprehensive Income |
|
|
Reclassification from Equity to Assets and the Adjusted Line Item |
|
||||||||||||||
|
|
Hedging Gain or Loss |
|
|
Amount of Hedge Ineffectiveness |
|
|
Line Item in Which Hedge |
|
|
Amount Reclassified to Assets and |
|
|
Due to Hedged Future Cash Flows No |
|
|||||
Hedge |
|
Recognized |
|
|
Recognized in |
|
|
Ineffectiveness |
|
|
the Adjusted |
|
|
Longer Expected |
|
|||||
Transaction |
|
in OCI |
|
|
Profit or Loss |
|
|
is Included |
|
|
Line Item |
|
|
to Occur |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Cash flow hedge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forecast |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Construction in progress and equipment to be accepted |
|
|
Other gains and losses |
|
|||||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Unsecured bank loans |
|
$ |
|
|
$ |
|
||
F-62
The annual interest rates of bank loans were as follows:
|
|
December 31 |
||
|
|
2021 |
|
2022 |
Unsecured bank loans |
|
|
||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Secured bank loans (Note 40) |
|
$ |
|
|
$ |
|
||
The annual interest rates of bank loans were as follows:
|
|
December 31 |
||
|
|
2021 |
|
2022 |
Secured bank loans |
|
|
||
LED obtained a secured loan from Chang Hwa Bank in September 2010. Interest is paid monthly. $
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Unsecured domestic bonds |
|
$ |
|
|
$ |
|
||
Less: Discounts on bonds payable |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
||
The major terms of unsecured domestic bonds issued by Chunghwa were as follows:
Issuance |
|
Tranche |
|
Issuance Period |
|
Total |
|
|
Coupon |
|
Repayment and Interest |
|
2020-1 |
|
A |
|
|
$ |
|
|
|
|
|||
|
|
B |
|
|
|
|
|
|
|
|||
|
|
C |
|
|
|
|
|
|
||||
2021-1 |
|
A |
|
|
|
|
|
|
||||
|
|
B |
|
|
|
|
|
|
||||
|
|
C |
|
|
|
|
|
|
||||
2022-1 |
|
— |
|
|
|
|
|
|
|
|||
F-63
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Trade notes and accounts payable |
|
$ |
|
|
$ |
|
||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Accrued salary and compensation |
|
$ |
|
|
$ |
|
||
Payables to contractors |
|
|
|
|
|
|
||
Accrued compensation to employees and remuneration to directors and |
|
|
|
|
|
|
||
Amounts collected for others |
|
|
|
|
|
|
||
Payables to equipment suppliers |
|
|
|
|
|
|
||
Accrued maintenance costs |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Warranties |
|
$ |
|
|
$ |
|
||
Onerous contracts |
|
|
|
|
|
|
||
Employee benefits |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Current |
|
$ |
|
|
$ |
|
||
Noncurrent |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-64
|
|
Warranties |
|
|
Onerous Contracts |
|
|
Employee Benefits |
|
|
Others |
|
|
Total |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Balance on January 1, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Additional / (reversal of) provisions recognized |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Used / forfeited during the year |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Acquired by business combinations (Note 14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on December 31, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on January 1, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Additional / (reversal of) provisions recognized |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Used / forfeited during the year |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Effect of foreign exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Additional / (reversal of) provisions recognized |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Used / forfeited during the year |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Effect of foreign exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance on December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The pension plan under the Labor Pension Act of ROC (the “LPA”) is considered as a defined contribution plan. Based on the LPA, Chunghwa and its domestic subsidiaries make monthly contributions to employees’ individual pension accounts at
Chunghwa completed its privatization plans on August 12, 2005. Chunghwa is required to pay all accrued pension obligations including service clearance payment, lump sum payment under civil service plan, additional separation payments, etc. upon the completion of the privatization in accordance with the Statute Governing Privatization of Stated-owned Enterprises. After paying all pension obligations for privatization, the plan assets of Chunghwa should be transferred to the Fund for Privatization of Government-owned Enterprises (the “Privatization Fund”) under the Executive Yuan. On August 7, 2006, Chunghwa transferred the remaining balance of fund to the Privatization Fund. However, according to the instructions of MOTC, Chunghwa was requested to administer the distributions to employees for pension obligations including service clearance payment, lump sum payment under civil service plan, additional separation payments, etc. upon the completion of the privatization and recognized in other current monetary assets.
Chunghwa and its subsidiaries SENAO, CHIEF, CHSI, SHE, IISI and UTC with the pension mechanism under the Labor Standards Law in the ROC are considered as defined benefit plans. These pension plans provide benefits based on an employee’s length of service and average six-month salary
F-65
prior to retirement. Chunghwa and its subsidiaries contribute an amount no more than
The amounts included in the consolidated balance sheets arising from the Company’s obligation in respect of its defined benefit plans were as follows:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Present value of funded defined benefit obligations |
|
$ |
|
|
$ |
|
||
Fair value of plan assets |
|
|
( |
) |
|
|
( |
) |
Funded status - surplus |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Net defined benefit liabilities |
|
$ |
|
|
$ |
|
||
Net defined benefit assets |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
( |
) |
|
$ |
( |
) |
F-66
Movements in the defined benefit obligations and the fair value of plan assets were as follows:
|
|
Present Value |
|
|
Fair Value of |
|
|
Net Defined |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Balance on January 1, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Current service cost |
|
|
|
|
|
|
|
|
|
|||
Interest expense/interest income |
|
|
|
|
|
|
|
|
|
|||
Amounts recognized in profit or loss |
|
|
|
|
|
|
|
|
|
|||
Remeasurement on the net defined benefit liability |
|
|
|
|
|
|
|
|
|
|||
Return on plan assets (excluding amounts included in net interest) |
|
|
|
|
|
|
|
|
( |
) |
||
Actuarial losses recognized from changes in financial assumptions |
|
|
|
|
|
|
|
|
|
|||
Actuarial gains recognized from experience adjustments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Amounts recognized in other comprehensive income |
|
|
|
|
|
|
|
|
( |
) |
||
Contributions from employer |
|
|
|
|
|
|
|
|
( |
) |
||
Benefits paid |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Benefits paid directly by the Company |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Acquired by business combinations (Note 14) |
|
|
|
|
|
|
|
|
|
|||
Balance on December 31, 2020 |
|
|
|
|
|
|
|
|
|
|||
Current service cost |
|
|
|
|
|
|
|
|
|
|||
Interest expense/interest income |
|
|
|
|
|
|
|
|
( |
) |
||
Amounts recognized in profit or loss |
|
|
|
|
|
|
|
|
|
|||
Remeasurement on the net defined benefit liability |
|
|
|
|
|
|
|
|
|
|||
Return on plan assets (excluding amounts |
|
|
|
|
|
|
|
|
( |
) |
||
Actuarial gain recognized from changes in |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Actuarial loss recognized from experience adjustments |
|
|
|
|
|
|
|
|
|
|||
Amounts recognized in other comprehensive income |
|
|
|
|
|
|
|
|
( |
) |
||
Contributions from employer |
|
|
|
|
|
|
|
|
( |
) |
||
Benefits paid |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Benefits paid directly by the Company |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance on December 31, 2021 |
|
|
|
|
|
|
|
|
( |
) |
||
Current service cost |
|
|
|
|
|
|
|
|
|
|||
Interest expense/interest income |
|
|
|
|
|
|
|
|
( |
) |
||
Amounts recognized in profit or loss |
|
|
|
|
|
|
|
|
|
|||
Remeasurement on the net defined benefit liability |
|
|
|
|
|
|
|
|
|
|||
Return on plan assets (excluding amounts |
|
|
|
|
|
|
|
|
( |
) |
||
Actuarial loss recognized from changes in |
|
|
|
|
|
|
|
|
|
|||
Actuarial loss recognized from experience adjustments |
|
|
|
|
|
|
|
|
|
|||
Amounts recognized in other comprehensive income |
|
|
|
|
|
|
|
|
( |
) |
||
Contributions from employer |
|
|
|
|
|
|
|
|
( |
) |
||
Benefits paid |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Benefits paid directly by the Company |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance on December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
F-67
Relevant pension costs recognized in profit and loss for defined benefit plans were as follows:
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Operating costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Marketing expenses |
|
|
|
|
|
|
|
|
|
|||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|||
Research and development expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company is exposed to following risks for the defined benefits plans under the Labor Standards Law in the ROC:
Under the Labor Standards Law in the ROC, the rate of return on assets shall not be lower than the average interest rate on a two-year time deposit published by the local banks and the government is responsible for any shortfall in the event that the rate of return is less than the required rate of return. The plan assets are held in a commingled fund mainly invested in foreign and domestic equity and debt securities and bank deposits which is operated and managed by the government’s designated authorities; as such, the Company does not have any right to intervene in the investments of the funds.
The decline in government bond interest rate will increase the present value of the obligation on the defined benefit plan, while the return on plan assets will increase. The net effect on the present value of the obligation on defined benefit plan is partially offset by the return on plan assets.
The calculation of the present value of defined benefit obligations is referred to the plan participants’ future salary. Hence, the increase in plan participants’ salary will increase the present value of the defined benefit obligations.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligations were carried out by the independent actuary.
The principal assumptions used for the purpose of the actuarial valuations were as follows:
|
|
Measurement Date |
||
|
|
December 31 |
||
|
|
2021 |
|
2022 |
Discount rates |
|
|
||
Expected rates of salary increase |
|
|
||
F-68
If reasonably possible changes of the respective significant actuarial assumptions occur at the end of reporting periods, while holding all other assumptions constant, the present values of the defined benefit obligations would increase (decrease) as follows:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Discount rates |
|
|
|
|
|
|
||
|
$ |
( |
) |
|
$ |
( |
) |
|
|
$ |
|
|
$ |
|
|||
Expected rates of salary increase |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
|
$ |
( |
) |
|
$ |
( |
) |
|
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the consolidated balance sheets.
There is no change in the methods and assumptions used in preparing the sensitivity analysis from the previous period.
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
The expected contributions to the plan for the next |
|
$ |
|
|
$ |
|
||
The average duration of the defined benefit obligations |
|
|
|
|
||||
As of December 31, 2022, the Company’s maturity analysis of the undiscounted benefit payments was as follows:
Year |
|
Amount |
|
|
|
|
NT$ |
|
|
|
|
(In Millions) |
|
|
2023 |
|
$ |
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 and thereafter |
|
|
|
|
|
|
$ |
|
|
F-69
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Number of authorized shares |
|
|
|
|
|
|
||
Authorized shares |
|
$ |
|
|
$ |
|
||
Number of issued and paid shares |
|
|
|
|
|
|
||
Issued and outstanding shares |
|
$ |
|
|
$ |
|
||
Each issued common stock with par value of $
The MOTC and some stockholders sold some common stocks of Chunghwa in an international offering of securities in the form of American Depositary Shares (“ADS”) (one ADS represents
The ADS holders generally have the same rights and obligations as other common stockholders, subject to the provision of relevant laws. The exercise of such rights and obligations shall comply with the related regulations and deposit agreement, which stipulate, among other things, that ADS holders are entitled to, through deposit agents:
F-70
The adjustments of additional paid-in capital for the years ended December 31, 2020, 2021 and 2022 were as follows:
|
|
Share |
|
|
Movements of |
|
|
Movements of |
|
|
Difference |
|
|
Donated |
|
|
Stockholders’ |
|
|
Total |
|
|||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||||
|
|
(In Millions) |
|
|||||||||||||||||||||||||
Balance on January 1, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Unclaimed dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Change in additional paid-in capital for not |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Share-based payment transactions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance on December 31, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance on January 1, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Unclaimed dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Change in additional paid-in capital from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Share-based payment transactions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance on December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance on January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Unclaimed dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Change in additional paid-in capital for not |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Share-based payment transactions of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance on December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Under the R.O.C. relevant laws, additional paid-in capital from share premium, donated capital and the difference between consideration received and the carrying amount of the subsidiaries’ net assets upon disposal may be utilized to offset deficits. Furthermore, when Chunghwa has no deficit, it may be distributed in cash or capitalized, which however is limited to a certain percentage of Chunghwa’s paid-in capital except the additional paid-in capital arising from unclaimed dividend can only be utilized to offset deficits.
The additional paid-in capital from movements of paid-in capital arising from changes in equities of subsidiaries may only be utilized to offset deficits.
Among additional paid-in capital from movements of investments in associates and joint ventures accounted for using equity method, the portion arising from the difference between consideration received and the carrying amount of the subsidiaries’ net assets upon disposal may be utilized to offset deficits; furthermore, when the Company has no deficit, it may be distributed in cash or capitalized. However, other additional paid-in capital recognized in proportion of share ownership may only be utilized to offset deficits.
In accordance with the Chunghwa’s Articles of Incorporation, Chunghwa must pay all outstanding taxes, offset deficits in prior years and set aside a legal reserve equal to
F-71
distributing a dividend or making any other distribution to stockholders, except when the accumulated amount of such legal reserve equals to Chunghwa’s total issued capital, and depending on its business needs or requirements, may also set aside or reverse special reserves. No less than
Special reserve was appropriated in accordance with the relevant laws and regulations or as requested by local authority. Pursuant to existing regulations, the Company should appropriate a special reserve when the net amount of other equity items is negative at the end of reporting period upon the earnings distribution. Distributions can be made out of any subsequent reversal of the debit to other equity items.
The appropriation for legal reserve shall be made until the accumulated reserve equals the aggregate par value of the outstanding capital stock of Chunghwa. This reserve can only be used to offset a deficit, or when the legal reserve has exceeded
The appropriations of the 2020 and 2021 earnings of Chunghwa approved by the stockholders in their meetings on August 20, 2021 and May 27, 2022, respectively, were as follows:
|
|
Appropriation of Earnings |
|
|
Dividends Per Share |
|
||||||||||
|
|
For Fiscal |
|
|
For Fiscal |
|
|
For Fiscal |
|
|
For Fiscal |
|
||||
Special reserve |
|
$ |
— |
|
|
$ |
|
|
|
|
|
|
|
|||
Cash dividends |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
The appropriations of earnings for 2022 had been proposed by Chunghwa’s Board of Directors on February 24, 2023. The appropriations and dividends per share were as follows:
|
|
Appropriation |
|
|
Dividends |
|
||
|
|
|
|
|
|
|
||
Reversal of special reserve |
|
$ |
|
|
|
|
||
Cash dividends |
|
|
|
|
$ |
|
||
The appropriations of earnings for 2022 are subject to the resolution of the stockholders’ meeting planned to be held on May 26, 2023.
F-72
The exchange differences arising from the translation of the foreign operations from their functional currency to New Taiwan dollars were recognized as exchange differences arising from the translation of the foreign operations in other comprehensive income.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Beginning balance |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Unrealized gain or loss for the year |
|
|
|
|
|
|
|
|
|
|||
Equity instruments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Share of loss of associates and joint |
|
|
|
|
|
|
|
|
( |
) |
||
Transferred accumulated gain or loss to unappropriated |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Ending balance |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Beginning balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Net income for the year |
|
|
|
|
|
|
|
|
|
|||
Exchange differences arising from the translation of the |
|
|
( |
) |
|
|
|
|
|
|
||
Unrealized gain or loss on financial assets at FVOCI |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Remeasurements of defined benefit pension plans |
|
|
|
|
|
( |
) |
|
|
|
||
Income tax relating to remeasurements of defined benefit |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Share of other comprehensive loss of associates and |
|
|
( |
) |
|
|
|
|
|
|
||
Cash dividends distributed by subsidiaries |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share-based payment transactions of subsidiaries |
|
|
|
|
|
|
|
|
|
|||
Change in additional paid-in capital from investments in |
|
|
( |
) |
|
|
|
|
|
|
||
Change in additional paid-in capital for not proportionately |
|
|
|
|
|
|
|
|
|
|||
Net increase in noncontrolling interests |
|
|
|
|
|
|
|
|
|
|||
Ending balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-73
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Revenue from contracts with customers |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other revenues |
|
|
|
|
|
|
|
|
|
|||
Government grants income |
|
|
|
|
|
|
|
|
|
|||
Rental income |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
For the information of performance obligations related to customer contracts, please refer to Note 3 Summary of Significant Accounting Policies for details.
Please refer to Note 43 Segment Information for details.
|
|
January 1, |
|
|
December 31 |
|
||||||
|
|
2021 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Trade notes and accounts receivable (Note 10) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Contract assets |
|
|
|
|
|
|
|
|
|
|||
Products and service bundling |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
Less : Loss allowance |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Current |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Noncurrent |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Contract liabilities |
|
|
|
|
|
|
|
|
|
|||
Telecommunications business |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Project business |
|
|
|
|
|
|
|
|
|
|||
Products and service bundling |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Current |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Noncurrent |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-74
The changes in the contract asset and the contract liability balances primarily result from the timing difference between the satisfaction of performance obligations and the payments collected from customers.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Contract assets |
|
|
|
|
|
|
|
|
|
|||
Net increase of customer contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Reclassified to trade receivables |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Contract liabilities |
|
|
|
|
|
|
|
|
|
|||
Net increase of customer contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Recognized as revenues |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
The Company applies the simplified approach to recognize expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for receivables. Contract assets will be reclassified to trade receivables when the corresponding invoice is billed to the client. Contract assets have substantially the same risk characteristics as the trade receivables of the same types of contracts. Therefore, the Company concluded that the expected loss rates for trade receivables can be applied to the contract assets.
Revenue recognized for the year that was included in the contract liability at the beginning of the year was as follows:
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Telecommunications business |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Project business |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Noncurrent |
|
|
|
|
|
|
||
Incremental costs of obtaining contracts |
|
$ |
|
|
$ |
|
||
The Company considered the past experience and the default clauses in the telecommunications service contracts and believes the commissions and equipment subsidies paid for obtaining such contracts are expected to be recoverable; therefore, such costs were capitalized. Amortization expenses for the years ended December 31 2020, 2021 and 2022 were $
F-75
As of December 31, 2022, the aggregate amount of transaction price allocated to performance obligations for non-cancellable telecommunications service contracts that are unsatisfied is $
As of December 31, 2022, the aggregate amount of transaction price allocated to performance obligations for non-cancellable project business contracts that are unsatisfied is $
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Gain (loss) on disposal of property, plant and equipment |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Impairment loss on right-of-use assets |
|
|
|
|
|
( |
) |
|
|
|
||
Gain on disposal of investment properties, net |
|
|
|
|
|
|
|
|
|
|||
Reversal of impairment loss on investment properties |
|
|
|
|
|
|
|
|
|
|||
Loss on disposal of intangible assets |
|
|
( |
) |
|
|
|
|
|
|
||
Impairment loss on intangible assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Dividend income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Rental income |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-76
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Valuation gain (loss) on financial assets and liabilities |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Foreign currency exchange gain or loss, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Gain (loss) on disposal of investments accounted for using |
|
|
|
|
|
|
|
|
( |
) |
||
Gain (loss) on disposal of financial instruments, net |
|
|
( |
) |
|
|
|
|
|
|
||
Others |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Interest on bonds payable |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|||
Interest paid to financial institutions |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Contract assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Trade notes and accounts receivable |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other receivables |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Inventories |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Right-of-use assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Investment properties |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-77
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Property, plant and equipment |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Right-of-use assets |
|
|
|
|
|
|
|
|
|
|||
Investment properties |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
|
|
|
|
|
|
|
|
|||
Incremental costs of obtaining contracts |
|
|
|
|
|
|
|
|
|
|||
Total depreciation and amortization expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Depreciation expenses summarized by functions |
|
|
|
|
|
|
|
|
|
|||
Operating costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Amortization expenses summarized by functions |
|
|
|
|
|
|
|
|
|
|||
Operating costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Marketing expenses |
|
|
|
|
|
|
|
|
|
|||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|||
Research and development expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Post-employment benefit |
|
|
|
|
|
|
|
|
|
|||
Defined contribution plans |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Defined benefit plans |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Share-based payment |
|
|
|
|
|
|
|
|
|
|||
Equity-settled share-based payment |
|
|
|
|
|
|
|
|
|
|||
Other employee benefit (Note) |
|
|
|
|
|
|
|
|
|
|||
Total employee benefit expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Summary by functions |
|
|
|
|
|
|
|
|
|
|||
Operating costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note: Other employee benefit mainly includes salaries, compensation and labor and health insurance expenses, etc.
Chunghwa distributes employees’ compensation at the rates from
F-78
If there is a change in the proposed amounts after the annual consolidated financial statements are authorized for issue, the difference is recorded as a change in accounting estimate.
The compensation to the employees and remuneration to the directors of 2020 and 2021 approved by the Board of Directors on February 23, 2021 and 2022, respectively, were as follows:
|
|
2020 |
|
|
2021 |
|
||
|
|
Cash |
|
|
Cash |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Compensation distributed to the employees |
|
$ |
|
|
$ |
|
||
Remuneration paid to the directors |
|
|
|
|
|
|
||
There was no difference between the initial accrual amounts and the amounts proposed in the Board of Directors in 2021 and 2022 of the aforementioned compensation to employees and the remuneration to directors.
The major components of income tax expense were as follows:
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Current tax |
|
|
|
|
|
|
|
|
|
|||
Current tax expenses recognized for the year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Income tax on unappropriated earnings |
|
|
|
|
|
|
|
|
|
|||
Income tax adjustments on prior years |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Deferred tax |
|
|
|
|
|
|
|
|
|
|||
Deferred tax expense (benefits) recognized for the year |
|
|
( |
) |
|
|
|
|
|
|
||
Income tax adjustments on prior years |
|
|
|
|
|
|
|
|
|
|||
|
|
|
( |
) |
|
|
|
|
|
|
||
Income tax recognized in profit or loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-79
Reconciliation of accounting profit and income tax expense was as follows:
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Income before income tax |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Income tax expense calculated at the statutory rate |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Nondeductible income and expenses in determining |
|
|
|
|
|
|
|
|
( |
) |
||
Tax-exempt income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax on unappropriated earnings |
|
|
|
|
|
|
|
|
|
|||
Investment credits |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of different tax rates of group entities operating in |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Income tax adjustments on prior years |
|
|
|
|
|
( |
) |
|
|
|
||
Others |
|
|
|
|
|
|
|
|
|
|||
Income tax expense recognized in profit or loss |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The applicable tax rate used by the entities subject to the Income Tax Act of the Republic of China is
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Deferred tax |
|
|
|
|
|
|
|
|
|
|||
Remeasurement on defined benefit pension plans |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Exchange differences arising from the translation of |
|
|
|
|
|
|
|
|
|
|||
Total income tax expense recognized in other |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Current tax assets |
|
|
|
|
|
|
||
Tax refund receivable (included in other current assets - others) |
|
$ |
|
|
$ |
|
||
Current tax liabilities |
|
|
|
|
|
|
||
Income tax payable |
|
$ |
|
|
$ |
|
||
F-80
The movements of deferred income tax assets and liabilities were as follows:
For the year ended December 31, 2020
|
|
January 1, |
|
|
Acquired by |
|
|
Recognized |
|
|
Recognized |
|
|
December 31, |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Deferred income tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Temporary differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Defined benefit pension plans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Allowance for doubtful receivables over |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Valuation loss on inventory |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unrealized foreign exchange loss, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Estimated warranty liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred revenue |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Valuation loss on financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Valuation loss on onerous contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accrued award credits liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Share of profit or loss of associates |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Others |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Loss carryforwards |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deferred income tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Temporary differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Defined benefit pension plans |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Land value incremental tax |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
||
Deferred revenue for award credits |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Intangible assets |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Others |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
F-81
For the year ended December 31, 2021
|
|
January 1, |
|
|
Recognized |
|
|
Recognized |
|
|
December 31, |
|
||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
||||
|
|
(In Millions) |
|
|||||||||||||
Deferred income tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Temporary differences |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Allowance for doubtful receivables |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Valuation loss on inventory |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Unrealized foreign exchange loss, net |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Estimated warranty liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred revenue |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Valuation loss on financial instruments |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Valuation loss on onerous contracts |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Accrued award credits liabilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Share of profit or loss of associates |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Loss carryforwards |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred income tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Temporary differences |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Land value incremental tax |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Deferred revenue for award credits |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Intangible assets |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Others |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
F-82
For the year ended December 31, 2022
|
|
January 1, |
|
|
Recognized |
|
|
Recognized |
|
|
December 31, |
|
||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
||||
|
|
(In Millions) |
|
|||||||||||||
Deferred income tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Temporary differences |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Allowance for doubtful receivables |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Valuation loss on inventory |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Unrealized foreign exchange loss, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Estimated warranty liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred revenue |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Valuation loss on financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Valuation loss on onerous contracts |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Accrued award credits liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share of profit or loss of associates and joint |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Loss carryforwards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred income tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Temporary differences |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Defined benefit pension plans |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Land value incremental tax |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Deferred revenue for award credits |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Intangible assets |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Others |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Loss carryforwards |
|
|
|
|
|
|
||
Expire in 2022 |
|
$ |
|
|
$ |
|
||
Expire in 2023 |
|
|
|
|
|
|
||
Expire in 2024 |
|
|
|
|
|
|
||
Expire in 2025 |
|
|
|
|
|
|
||
Expire in 2026 |
|
|
|
|
|
|
||
Expire in 2027 |
|
|
|
|
|
|
||
Expire in 2028 |
|
|
|
|
|
|
||
Expire in 2029 |
|
|
|
|
|
|
||
Expire in 2030 |
|
|
|
|
|
|
||
Expire in 2031 |
|
|
|
|
|
|
||
Expire in 2032 |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-83
As of December 31, 2022 unused loss carryforwards were as follows:
Remaining |
|
|
Expiry Year |
|
NT$ (In Millions) |
|
|
|
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
2032 |
|
$ |
|
|
|
|
Income tax returns of Chunghwa has been examined by the tax authorities through 2019. Income tax returns of SENAO, ISPOT, Youth, Youyi, Aval, Wiin, SENYOUNG, Senaolife, CHYP, CHSI, CHI, CHPT, CHIEF, Unigate, SFD, CLPT, CHTSC, LED, SHE, CHST, HHI, IISI and UTC have been examined by the tax authorities through 2020.
Net income and weighted average number of common stocks used in the calculation of earnings per share were as follows:
Net Income
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Net income used to compute the basic earnings |
|
|
|
|
|
|
|
|
|
|||
Net income attributable to the parent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Assumed conversion of all dilutive potential |
|
|
|
|
|
|
|
|
|
|||
Employee stock options and employee compensation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income used to compute the diluted earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-84
Weighted Average Number of Common Stocks
(Millions Shares)
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
Weighted average number of common stocks used |
|
|
|
|
|
|
|
|
|
|||
Assumed conversion of all dilutive potential |
|
|
|
|
|
|
|
|
|
|||
Employee compensation |
|
|
|
|
|
|
|
|
|
|||
Weighted average number of common stocks used |
|
|
|
|
|
|
|
|
|
|||
As Chunghwa may settle the employee compensation in shares or cash, Chunghwa shall presume that it will be settled in shares and take those shares into consideration when calculating the weighted average number of outstanding shares used in the calculation of diluted EPS if the shares have a dilutive effect. The dilutive effect of the shares needs to be considered until the approval of the number of shares to be distributed to employees as compensation in the following year.
Effective Date |
|
Grant Date |
|
Stock Options |
|
|
Exercise Price |
|
|
|
|
|
|
|
|
NT$ |
|
|
|
|
|
|
$ |
|||
|
|
|
|
|
$ |
|||
|
|
|
|
|
|
$ |
||
|
|
|
|
|
$ |
|||
Each option is eligible to subscribe for
The Board of Directors of CHIEF resolved to issue stock options on October 26, 2020 and authorized the chairman to decide the grant date. Afterwards, the grant date was decided as November 13, 2020.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Granted on October 22, 2015 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Granted on December 19, 2017 |
|
|
|
|
|
|
|
|
|
|||
Granted on October 31, 2018 |
|
|
|
|
|
|
|
|
|
|||
Granted on November 13, 2020 |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-85
CHIEF modified the plan terms of stock options granted on December 19, 2017 in July 2020, September 2021 and July 2022; therefore, the exercise price changed from $
CHIEF modified the plan terms of stock options granted on October 31, 2018 in July 2020, September 2021 and July 2022; therefore, the exercise price changed from $
CHIEF modified the plan terms of stock options granted on November 13, 2020 in September 2021 and July 2022; therefore, the exercise price changed from $
Information about CHIEF’s outstanding stock options for the years ended December 31, 2020, 2021 and 2022 was as follows:
|
|
Year Ended December 31, 2020 |
|
|||||||||||||||||||||||||||||
|
|
Granted on |
|
|
Granted on |
|
|
Granted on |
|
|
Granted on |
|
||||||||||||||||||||
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
||||||||
Employee stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Options outstanding at beginning of |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||||
Options granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Options exercised |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Options forfeited |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||||
Options outstanding at end of the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Options exercisable at end of the |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average remaining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Year Ended December 31, 2021 |
|
|||||||||||||||||||||
|
|
Granted on |
|
|
Granted on |
|
|
Granted on |
|
|||||||||||||||
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
||||||
Employee stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Options outstanding at |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Options exercised |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Options forfeited |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Options outstanding at end |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Options exercisable at end of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average remaining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
F-86
|
|
Year Ended December 31, 2022 |
|
|||||||||||||||||||||
|
|
Granted on |
|
|
Granted on |
|
|
Granted on |
|
|||||||||||||||
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
||||||
Employee stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Options outstanding at |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Options exercised |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Options forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Options outstanding at end of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Options exercisable at end of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average remaining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CHIEF used the fair value method to evaluate the options using the Black-Scholes model and binomial option pricing model and the related assumptions and the fair value of the options were as follows:
|
|
Stock Options |
|
|
Stock Options |
|
|
Stock Options |
|
|
Stock Options |
|
||||
Grant-date share price (NT$) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Exercise price (NT$) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Dividend yield |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Risk-free interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Expected life |
|
|
|
|
|
|
|
|
||||||||
Expected volatility |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Weighted average fair value of grants (NT$) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The expected volatility for the options granted in 2020 was based on CHIEF’s average annualized historical share price volatility from June 5, 2018, CHIEF’s listing date on Taipei Exchange, to the grant date. The expected volatilities for the options granted from 2015 to 2018 were based on the average annualized historical share price volatility of CHIEF’s comparable companies before the grant date.
F-87
The Board of Directors of CHTSC resolved to issue
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Granted on December 20, 2019 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Granted on February 20, 2021 |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Information about CHTSC’s outstanding stock options for the years ended December 31, 2020, 2021 and 2022 was as follows:
|
|
Year Ended December 31, 2020 |
|
|||||
|
|
Granted on December 20, 2019 |
|
|||||
|
|
Number of |
|
|
Weighted |
|
||
Employee stock options |
|
|
|
|
|
|
||
Options outstanding at beginning of the year |
|
|
|
|
$ |
|
||
Options forfeited |
|
|
( |
) |
|
|
|
|
Options outstanding at end of the year |
|
|
|
|
|
|
||
Options exercisable at end of the year |
|
|
|
|
|
|
||
Weighted average remaining contractual life (years) |
|
|
|
|
|
|
||
|
|
Year Ended December 31, 2021 |
|
||||||||||||
|
|
Granted on December 20, 2019 |
|
Granted on February 20, 2021 |
|
||||||||||
|
|
Number of |
|
|
Weighted |
|
Number of |
|
|
Weighted |
|
||||
Employee stock options |
|
|
|
|
|
|
|
|
|
|
|
||||
Options outstanding at beginning of the year |
|
|
|
|
$ |
|
|
|
|
$ |
|
||||
Options granted |
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|||
Options forfeited |
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
||
Options outstanding at end of the year |
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercisable at end of the year |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average remaining contractual life (years) |
|
|
|
|
|
|
|
|
|
|
|
||||
F-88
|
|
Year Ended December 31, 2022 |
|
||||||||||||
|
|
Granted on December 20, 2019 |
|
Granted on February 20, 2021 |
|
||||||||||
|
|
Number of |
|
|
Weighted |
|
Number of |
|
|
Weighted |
|
||||
Employee stock options |
|
|
|
|
|
|
|
|
|
|
|
||||
Options outstanding at beginning of the year |
|
|
|
|
$ |
|
|
|
|
$ |
|
||||
Options exercised |
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
||
Options forfeited |
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
||
Options outstanding at end of the year |
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercisable at end of the year |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average remaining contractual life (years) |
|
|
|
|
|
|
|
|
|
|
|
||||
CHTSC used the fair value method to evaluate the options using the Black-Scholes model and the related assumptions and the fair value of the options were as follows:
|
|
Stock Options |
|
Stock Options |
|
||
Grant-date share price (NT$) |
|
$ |
|
$ |
|
||
Exercise price (NT$) |
|
$ |
|
$ |
|
||
Dividend yield |
|
|
% |
|
% |
||
Risk-free interest rate |
|
|
% |
|
% |
||
Expected life |
|
|
|
||||
Expected volatility |
|
|
% |
|
% |
||
Weighted average fair value of grants (NT$) |
|
$ |
|
$ |
|
||
Expected volatility was based on the average annualized historical share price volatility of CHTSC’s comparable companies before the grant date.
IISI issued
F-89
|
|
Year Ended December 31, 2020 |
|
|||||||||||||
|
|
Granted in |
|
|
Granted in |
|
||||||||||
|
|
Number of |
|
|
Weighted |
|
|
Number of |
|
|
Weighted |
|
||||
Employee stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options outstanding at beginning of the year |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options outstanding upon the date of business |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercised |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Options forfeited |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Options outstanding at end of the year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercisable at end of the year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average remaining contractual life (years) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Year Ended December 31, 2021 |
|
|||||
|
|
Granted in |
|
|||||
|
|
Number of |
|
|
Weighted |
|
||
Employee stock options |
|
|
|
|
|
|
||
Options outstanding at beginning of the year |
|
|
|
|
$ |
|
||
Options exercised |
|
|
( |
) |
|
|
|
|
Options forfeited |
|
|
( |
) |
|
|
|
|
Options outstanding at end of the year |
|
|
|
|
|
|
||
Options exercisable at end of the year |
|
|
|
|
|
|
||
Weighted average remaining contractual life (years) |
|
|
|
|
|
|
||
IISI used the fair value method to evaluate the options using the Black-Scholes model and the related assumptions and the fair value of the options were as follows:
|
|
Stock Options |
|
|
Stock Options |
|
||
Grant-date share price (NT$) |
|
$ |
|
|
$ |
|
||
Exercise price (NT$) |
|
$ |
|
|
$ |
|
||
Dividend yield |
|
|
% |
|
|
% |
||
Risk-free interest rate |
|
|
|
|
||||
Expected life |
|
|
|
|
||||
Expected volatility |
|
|
|
|
||||
Weighted average fair value of grants (NT$) |
|
$ |
|
|
$ |
|
||
Expected volatility was based on the average annualized historical share price volatility of IISI’s comparable companies before the grant date.
F-90
The Board of Directors of CLPT resolved to issue
|
|
Year Ended December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Granted on February 26, 2021 |
|
$ |
|
|
$ |
|
||
Granted on May 31, 2022 |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
CLPT modified the plan terms of stock options granted on February 26, 2021 in September 2021; therefore, the exercise price changed from $
|
|
Year Ended December 31, 2021 |
|
|||||
|
|
Granted on February 26, 2021 |
|
|||||
|
|
Number of |
|
|
Weighted |
|
||
Employee stock options |
|
|
|
|
|
|
||
Options outstanding at beginning of the year |
|
|
|
|
$ |
|
||
Options granted |
|
|
|
|
|
|
||
Options forfeited |
|
|
( |
) |
|
|
|
|
Options outstanding at end of the year |
|
|
|
|
|
|
||
Options exercisable at end of the year |
|
|
|
|
|
|
||
Weighted average remaining contractual life (years) |
|
|
|
|
|
|
||
F-91
|
|
Year Ended December 31, 2022 |
|
||||||||||||
|
|
Granted on February 26, 2021 |
|
Granted on May 31, 2022 |
|
||||||||||
|
|
Number of |
|
|
Weighted |
|
Number of |
|
|
Weighted |
|
||||
Employee stock options |
|
|
|
|
|
|
|
|
|
|
|
||||
Options outstanding at beginning of the year |
|
|
|
|
$ |
|
|
|
|
$ |
|
||||
Options granted |
|
|
|
|
|
|
|
|
|
|
|
||||
Options forfeited |
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
||
Options outstanding at end of the year |
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercisable at end of the year |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average remaining contractual life (years) |
|
|
|
|
|
|
|
|
|
|
|
||||
CLPT used the fair value method to evaluate the options using the Black-Scholes model and the related assumptions and the fair value of the options were as follows:
|
|
Stock Options |
|
Stock Options |
|
||
Grant-date share price (NT$) |
|
$ |
|
$ |
|
||
Exercise price (NT$) |
|
$ |
|
$ |
|
||
Dividend yield |
|
|
|
|
|
||
Risk-free interest rate |
|
|
% |
|
% |
||
Expected life |
|
|
|
||||
Expected volatility |
|
|
% |
|
% |
||
Weighted average fair value of grants (NT$) |
|
$ |
|
$ |
|
||
Expected volatility was based on the average annualized historical share price volatility of CLPT’s comparable companies before the grant date.
F-92
Except for those disclosed in other notes, the Company entered into the following non-cash investing and financing activities:
|
|
Year Ended December 31 |
|
|||||||||
Investing activities |
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Additions of property, plant and equipment |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Changes in other payables |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Payments for acquisition of property, plant and equipment |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Additions of investment properties |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Trade-in investment properties from asset exchange transaction |
|
|
( |
) |
|
|
|
|
|
|
||
Payments for acquisition of investment properties |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Additions of intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Changes in other assets |
|
|
( |
) |
|
|
|
|
|
|
||
Payments for acquisition of intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
The carrying amounts of disposal of property, plant and |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Gain (loss) on disposal of property, plant and equipment |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Trade-in investment properties from asset exchange transaction |
|
|
( |
) |
|
|
|
|
|
|
||
Changes in other payables |
|
|
( |
) |
|
|
|
|
|
|
||
Changes in other current monetary assets |
|
|
( |
) |
|
|
|
|
|
|
||
Proceeds from disposal of property, plant and equipment |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
The carrying amounts of disposal of financial assets at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Changes in other current monetary assets |
|
|
( |
) |
|
|
|
|
|
|
||
Reclassified to investment accounted for using equity method |
|
|
|
|
|
( |
) |
|
|
|
||
Proceeds from disposal of financial assets at fair value through |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Financing activities
|
|
|
|
|
|
|
|
Changes in Non-Cash Transactions |
|
|
|
|
|
|
|
|||||||||||||
|
|
Balance on |
|
|
Cash Flows |
|
|
New Leases |
|
|
Acquired by |
|
|
Others |
|
|
Cash Flows |
|
|
Balance on |
|
|||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||||
|
|
(In Millions) |
|
|||||||||||||||||||||||||
Lease liabilities |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
F-93
|
|
|
|
|
|
|
|
Changes in Non-Cash Transactions |
|
|
|
|
|
|
|
|||||||||
|
|
Balance on |
|
|
Cash Flows |
|
|
New Leases |
|
|
Others |
|
|
Cash Flows |
|
|
Balance on |
|
||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
||||||
|
|
(In Millions) |
|
|||||||||||||||||||||
Lease liabilities |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
Changes in Non-Cash Transactions |
|
|
|
|
|
|
|
|||||||||
|
|
Balance on |
|
|
Cash Flows |
|
|
New Leases |
|
|
Others |
|
|
Cash Flows |
|
|
Balance on |
|
||||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
||||||
|
|
(In Millions) |
|
|||||||||||||||||||||
Lease liabilities |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||
The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.
The capital structure of the Company consists of debt of the Company and the equity attributable to the parent.
Some consolidated entities are required to maintain minimum paid-in capital amount as prescribed by the applicable laws.
The management reviews the capital structure of the Company as needed. As part of this review, the management considers the cost of capital and the risks associated with each class of capital. According to the management’s suggestions, the Company maintains a balanced capital structure through paying cash dividends, increasing its share capital, purchasing outstanding shares, and issuing new debt or repaying debt.
Categories of Financial Instruments
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Financial assets |
|
|
|
|
|
|
||
Measured at FVTPL |
|
|
|
|
|
|
||
Mandatorily measured at FVTPL |
|
$ |
|
|
$ |
|
||
Hedging financial assets |
|
|
|
|
|
|
||
Financial assets at amortized cost (Note a) |
|
|
|
|
|
|
||
Financial assets at FVOCI |
|
|
|
|
|
|
||
Financial liabilities |
|
|
|
|
|
|
||
Measured at FVTPL |
|
|
|
|
|
|
||
Held for trading |
|
|
|
|
|
|
||
Hedging financial liabilities |
|
|
|
|
|
|
||
Measured at amortized cost (Note b) |
|
|
|
|
|
|
||
F-94
Note a: The balances included cash and cash equivalents, trade notes and accounts receivable, receivables from related parties, other current monetary assets and refundable deposits (classified as other noncurrent assets), which were financial assets measured at amortized cost.
Note b: The balances included short-term loans, trade notes and accounts payable, payables to related parties, partial other payables, customers’ deposits, bonds payable and long-term loans which were financial liabilities carried at amortized cost.
Financial Risk Management Objectives
The main financial instruments of the Company include equity investments, trade notes and accounts receivable, trade notes and accounts payable, lease liabilities, loans, short-term bills payable and bonds payable. The Company’s Finance Department provides services to its business units, co-ordinates access to domestic and international capital markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk, and liquidity risk.
The Company seeks to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company’s policies approved by the Board of Directors. Those derivatives are used to hedge the risks of exchange rate fluctuation arising from operating or investment activities. Compliance with policies and risk exposure limits is reviewed by the Company’s Finance Department on a continuous basis. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
Chunghwa reports the significant risk exposures and related action plans timely and actively to the audit committee and if needed to the Board of Directors.
The Company is exposed to market risks of changes in foreign currency exchange rates and interest rates. The Company uses forward exchange contracts to hedge the exchange rate risk arising from assets and liabilities denominated in foreign currencies.
There were no changes to the Company’s exposure to market risks or the manner in which these risks are managed and measured.
F-95
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the balance sheet dates were as follows:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Assets |
|
|
|
|
|
|
||
USD |
|
$ |
|
|
$ |
|
||
EUR |
|
|
|
|
|
|
||
SGD |
|
|
|
|
|
|
||
JPY |
|
|
|
|
|
|
||
RMB |
|
|
|
|
|
|
||
HKD |
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
USD |
|
|
|
|
|
|
||
EUR |
|
|
|
|
|
|
||
SGD |
|
|
|
|
|
|
||
JPY |
|
|
|
|
|
|
||
RMB |
|
|
|
|
|
|
||
HKD |
|
|
|
|
|
|
||
The carrying amounts of the Company’s derivatives with exchange rate risk exposures at the balance sheet dates were as follows:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Assets |
|
|
|
|
|
|
||
EUR |
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
||
EUR |
|
|
|
|
|
|
||
F-96
Foreign currency sensitivity analysis
The Company is mainly exposed to the fluctuations of the currencies USD, EUR, SGD, JPY, RMB and HKD as listed above.
The following table details the Company’s sensitivity to a 5% increase and decrease in the functional currency against the relevant foreign currencies.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Profit or loss |
|
|
|
|
|
|
|
|
|
|||
Monetary assets and liabilities (a) |
|
|
|
|
|
|
|
|
|
|||
USD |
|
$ |
|
|
$ |
|
|
$ |
|
|||
EUR |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
SGD |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
JPY |
|
|
|
|
|
|
|
|
|
|||
RMB |
|
|
|
|
|
|
|
|
|
|||
HKD |
|
|
|
|
|
|
|
|
|
|||
Derivatives (b) |
|
|
|
|
|
|
|
|
|
|||
USD |
|
|
( |
) |
|
|
|
|
|
|
||
EUR |
|
|
|
|
|
|
|
|
|
|||
Equity |
|
|
|
|
|
|
|
|
|
|||
Derivatives (c) |
|
|
|
|
|
|
|
|
|
|||
EUR |
|
|
|
|
|
|
|
|
|
|||
For a 5% strengthening of the functional currency against the relevant currencies, there would be an equal and opposite effect on the pre-tax profit or equity for the amounts shown above.
F-97
The carrying amounts of the Company’s exposures to interest rates on financial assets and financial liabilities at the balance sheet dates were as follows:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Fair value interest rate risk |
|
|
|
|
|
|
||
Financial assets |
|
$ |
|
|
$ |
|
||
Financial liabilities |
|
|
|
|
|
|
||
Cash flow interest rate risk |
|
|
|
|
|
|
||
Financial assets |
|
|
|
|
|
|
||
Financial liabilities |
|
|
|
|
|
|
||
Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period. A
If interest rates had been 25 basis points higher/lower and all other variables were held constant, the Company’s pre-tax income would increase/decrease by $
The Company is exposed to equity price risks arising from holding other company’s equity. Equity investments are held for strategic rather than trading purposes. The management managed the risk through holding various risk portfolios. Further, the Company assigned finance and investment departments to monitor the price risk.
Equity price sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices had been 5% higher/lower, pre-tax profit and pre-tax other comprehensive income for the year ended December 31, 2020 would have increased/decreased by $
F-98
Credit risk refers to the risk that a counterparty would default on its contractual obligations resulting in financial loss to the Company. The maximum credit exposure of the aforementioned financial instruments is equal to their carrying amounts recognized in the consolidated balance sheet as of the balance sheet date.
The Company has large trade receivables outstanding with its customers. A substantial majority of the Company’s outstanding trade receivables are not covered by collateral or credit insurance. The Company has implemented ongoing measures including enhancing credit assessments and strengthening overall risk management to reduce its credit risk. While the Company has procedures to monitor and limit exposure to credit risk on trade receivables, there can be no assurance such procedures will effectively limit its credit risk and avoid losses. This risk is heightened during periods when economic conditions worsen.
As the Company serves a large number of unrelated consumers, the concentration of credit risk was limited.
The Company manages and maintains sufficient cash and cash equivalent position to support the operations and reduce the impact on fluctuation of cash flow.
The following tables detailed the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company is required to pay.
December 31, 2021
|
|
Weighted |
|
Less than |
|
|
1-3 |
|
|
3 Months |
|
|
1-5 Years |
|
|
More than |
|
|
Total |
|
|||||||||
|
|
|
|
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||||
|
|
|
|
|
|
(In Millions) |
|
||||||||||||||||||||||
Non-derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-interest bearing |
|
|
— |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Floating interest rate instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed interest rate instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Information about the maturity analysis for lease liabilities was as follows:
|
|
Less than 1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
More than 5 Years |
|
|
Total |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
F-99
December 31, 2022
|
|
Weighted |
|
Less than |
|
|
1-3 |
|
|
3 Months |
|
|
1-5 Years |
|
|
More than |
|
|
Total |
|
|||||||||
|
|
|
|
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||||
|
|
|
|
|
|
(In Millions) |
|
||||||||||||||||||||||
Non-derivative financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-interest bearing |
|
|
— |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Floating interest rate instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed interest rate instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Information about the maturity analysis for lease liabilities was as follows:
|
|
Less than 1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
More than 5 Years |
|
|
Total |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The following table detailed the Company’s liquidity analysis for its derivative financial instruments. The table had been drawn up based on the undiscounted gross inflows and outflows on those derivatives that require gross settlement.
|
|
Less than |
|
|
1-3 Months |
|
|
3 Months to |
|
|
1-5 Years |
|
|
Total |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross settled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forward exchange contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Inflows |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Outflows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross settled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Forward exchange contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Inflows |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Outflows |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
F-100
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Unsecured bank loan facilities |
|
|
|
|
|
|
||
Amount used |
|
$ |
|
|
$ |
|
||
Amount unused |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Secured bank loan facilities |
|
|
|
|
|
|
||
Amount used |
|
$ |
|
|
$ |
|
||
Amount unused |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The fair value measurement guidance establishes a framework for measuring fair value and expands disclosure about fair value measurements. The standard describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value. These levels are:
Level 1 fair value measurements: These measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 fair value measurements: These measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 fair value measurements: These measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Except those listed in the table below, the Company considers that the carrying amounts of financial assets and liabilities not measured at fair value approximate their fair values or the fair values cannot be reliable estimated.
|
|
December 31, 2021 |
|
|
December 31, 2022 |
|
||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financial liabilities measured at amortized cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bonds payable |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The fair value of bonds payable is measured using Level 2 inputs. The valuation of fair value is based on the quoted market prices provided by third party pricing services.
F-101
December 31, 2021
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Financial assets at FVTPL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Listed stocks |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-listed stocks |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Limited partnership |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financial assets at FVOCI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Listed stocks |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-listed stocks |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financial liabilities at FVTPL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Hedging financial liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
December 31, 2022
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Financial assets at FVTPL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Listed stocks |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-listed stocks |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Limited partnership |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Film and drama investing agreements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Hedging financial assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financial assets at FVOCI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Listed stocks |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non-listed stocks |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
F-102
There were
The reconciliations for financial assets measured at Level 3 were listed below:
2020
Financial Assets |
|
Measured at |
|
|
Measured at |
|
|
Total |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Balance at January 1, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Reclassified from investments accounted for using equity |
|
|
|
|
|
|
|
|
|
|||
Recognized in profit or loss under “Other gains and losses” |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Recognized in other comprehensive income under “Unrealized |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at December 31, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Unrealized gain or loss in 2020 |
|
$ |
( |
) |
|
|
|
|
|
|
||
2021
Financial Assets |
|
Measured at |
|
|
Measured at |
|
|
Total |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Balance at January 1, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Acquisition |
|
|
|
|
|
|
|
|
|
|||
Disposal |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Reclassified to investments accounted for using equity |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Recognized in profit or loss under “Other gains and losses” |
|
|
|
|
|
|
|
|
|
|||
Recognized in other comprehensive income under “Unrealized |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Proceeds from capital reduction of the investees |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Unrealized gain or loss in 2021 |
|
$ |
|
|
|
|
|
|
|
|||
F-103
2022
Financial Assets |
|
Measured at |
|
|
Measured at |
|
|
Total |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Balance at January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Acquisition |
|
|
|
|
|
|
|
|
|
|||
Disposal |
|
|
|
|
|
|
|
|
|
|||
Recognized in profit or loss under “Other gains and losses” |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Recognized in other comprehensive income under “Unrealized |
|
|
|
|
|
|
|
|
|
|||
Proceed from capital reduction from investees |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Unrealized gain or loss in 2022 |
|
$ |
( |
) |
|
|
|
|
|
|
||
The fair values of financial assets and financial liabilities of Level 2 are determined as follows:
The fair values of non-listed domestic and foreign equity investments and film and drama investing agreements were Level 3 financial assets and determined using the market approach by reference the Price-to-Book ratios (P/B ratios) of peer companies that traded in active markets, using the income approach, in which the discounted cash flow is used to capture the present value of the expected future economic benefits to be derived from the investments, or using assets approach. The Company originally used the market approach to measure the fair value of its investment in Taipei Financial Center Corp.; however, as the stock market was impacted by COVID-19 pandemic, the multiples of the referenced companies were changed significantly. With continuing impact of COVID-19 pandemic, the Company evaluated that the income approach, instead of the former market approach, would better reflect the future cash flows of Taipei Financial Center Corp. Therefore, the Company changed its valuation technique to the income approach starting from the second quarter of 2021. The significant unobservable inputs used were listed in the below table. An increase in growth rate of long-term revenue, a decrease in discount for the lack of marketability or noncontrolling interests discount, or a decrease in the discount rate would result in increases in the fair values.
|
|
December 31 |
||
|
|
2021 |
|
2022 |
Discount for lack of marketability |
|
|
||
Noncontrolling interests discount |
|
|
||
Growth rate of long-term revenue |
|
|
||
Discount rate |
|
|
||
F-104
If the inputs to the valuation model were changed to reflect reasonably possible alternative assumptions while all the other variables were held constant, the fair values of Level 3 financial assets would increase (decrease) as below table.
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Discount for lack of marketability |
|
|
|
|
|
|
||
5% increase |
|
$ |
( |
) |
|
$ |
( |
) |
5% decrease |
|
$ |
|
|
$ |
|
||
Noncontrolling interests discount |
|
|
|
|
|
|
||
5% increase |
|
$ |
( |
) |
|
$ |
( |
) |
5% decrease |
|
$ |
|
|
$ |
|
||
Long-term revenue growth rates |
|
|
|
|
|
|
||
0.1% increase |
|
$ |
|
|
$ |
|
||
0.1% decrease |
|
$ |
( |
) |
|
$ |
( |
) |
Discount rate |
|
|
|
|
|
|
||
1% increase |
|
$ |
( |
) |
|
$ |
( |
) |
1% decrease |
|
$ |
|
|
$ |
|
||
The ROC Government, one of Chunghwa’s customers, has significant equity interest in Chunghwa. Chunghwa provides fixed-line services, wireless services, internet and data and other services to the various departments and institutions of the ROC Government in the normal course of business and at arm’s-length prices. Except for those disclosed in other notes or this note, the transactions with the ROC government bodies have not been disclosed because the transactions are not individually or collectively significant. However, the related revenues and operating costs have been appropriately recorded.
Company |
|
Relationship |
Taiwan International Standard Electronics Co., Ltd. |
|
|
So-net Entertainment Taiwan Limited |
|
|
KKBOX Taiwan Co., Ltd. |
|
|
KingwayTek Technology Co., Ltd. |
|
|
UUPON Inc. |
|
|
Taiwan International Ports Logistics Corporation |
|
|
International Integrated Systems, Inc. |
|
|
Senao Networks, Inc. |
|
|
EnRack Tech. Co., Ltd. |
|
|
Emplus Technologies, Inc. |
|
|
ST-2 Satellite Ventures Pte., Ltd. |
|
|
CHT Infinity Singapore Pte. Ltd. |
|
|
Viettel-CHT Co., Ltd. |
|
|
Click Force Co., Ltd. |
|
|
Alliance Digital Tech Co., Ltd. |
|
|
Chunghwa PChome Fund I Co., Ltd. |
|
|
Cornerstone Ventures Co., Ltd. |
|
|
Next Commercial Bank Co., Ltd. |
|
|
WiAdvance Technology Corporation |
|
F-105
AgriTalk Technology Inc. |
|
|
Imedtac Co., Ltd. |
|
|
Baohwa Trust Co., Ltd. |
|
|
Chunghwa SEA Holdings |
|
|
Other related parties |
|
|
Chunghwa Telecom Foundation |
|
|
Senao Technical and Cultural Foundation |
|
|
Sochamp Technology Co., Ltd. |
|
|
E-Life Mall Co., Ltd. |
|
|
Engenius Technologies Co., Ltd. |
|
|
Cheng Keng Investment Co., Ltd. |
|
|
Cheng Feng Investment Co., Ltd. |
|
|
All Oriented Investment Co., Ltd. |
|
(Continued)
Company |
|
Relationship |
Hwa Shun Investment Co., Ltd. |
|
|
Yu Yu Investment Co., Ltd. |
|
|
Divine Fine Foods & Wine Inc. |
|
|
Kangsin Co., Ltd. |
|
|
United Daily News Co., Ltd. |
|
|
Shenzhen Century Communication Co., Ltd. |
|
|
Advantech Co., Ltd. |
|
|
Chunghwa Post Co., Ltd. |
|
(Concluded)
Note 1: UUPON was previously an associate. As the Company did not participate in the capital increase of UUPON in October 2020; therefore, the Company lost its significant influence over UUPON. Since then, UUPON was no longer a related party of the Company. Please refer to Note 15.
Note 2: IISI was an associate and has become a subsidiary starting from July 1, 2020 (“acquisition date”). Please refer to Note 14(c). All transactions within the Company were eliminated upon consolidation since the acquisition date.
Note 3: ADT completed its liquidation in August 2021. Please refer to Note 15.
Note 4: ATT and IME were previously treated as financial assets at FVOCI. As the Company acquired seats in the Board of Directors of each company and has significant influence over ATT and IME in July and August 2021, respectively, these investments are reclassified as associates. Please refer to Note 15.
Note 5: Divine Fine Foods & Wine Inc. replaced its responsible persons in October 2021. Since then, Divine Fine Foods & Wine Inc. is no longer a related party of the Company.
F-106
|
|
Revenues |
|
|||||||||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Associates |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Operating Costs and Expenses |
|
|||||||||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Associates |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Non-operating Income and Expenses |
|
|||||||||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Associates |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Associates |
|
$ |
|
|
$ |
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Associates |
|
$ |
|
|
$ |
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
F-107
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Associates |
|
$ |
|
|
$ |
|
||
Others |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Associates |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Associates |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Proceeds |
|
|||||||||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Associates |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Others (Chunghwa Post Co., Ltd.) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
||
|
|
Gain on Disposal |
|
|||||||||
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Associates |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Others (Chunghwa Post Co., Ltd.) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
||
F-108
Chunghwa entered into a contract with ST-2 Satellite Ventures Pte., Ltd. on March 12, 2010 to lease capacity on the ST-2 satellite. This lease term is for
The lease liabilities of ST-2 Satellite Ventures Pte., Ltd. as of December 31, 2021 and 2022 were as follows:
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Lease liabilities - current |
|
$ |
|
|
$ |
|
||
Lease liabilities - noncurrent |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The interest expense recognized for the aforementioned lease liabilities for the years ended December 31, 2020, 2021 and 2022 were $
The compensation of directors and other key management personnel for the years ended December 31, 2020, 2021 and 2022 were as follows:
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
|
|
|
(In Millions) |
|
|
|
|
|||
Short-term employee benefits |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Post-employment benefits |
|
|
|
|
|
|
|
|
|
|||
Share-based payment |
|
|
|
|
|
|
|
|
|
|||
Termination benefits |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
The compensation of directors and key management personnel was mainly determined by the compensation committee having regard to the performances and market trends.
F-109
The following assets are pledged as collaterals for bank loans, custom duties of the imported materials and warranties of contract performance as well as the bank deposits for the restricted purpose in accordance with The Management, Utilization, and Taxation of Repatriated Offshore Funds Act in the ROC.
|
|
December 31 |
|
|||||
|
|
2021 |
|
|
2022 |
|
||
|
|
NT$ |
|
|
NT$ |
|
||
|
|
(In Millions) |
|
|||||
Property, plant and equipment |
|
$ |
|
|
$ |
|
||
Restricted assets (included in other assets - others) |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Except for those disclosed in other notes, the Company’s significant commitments and contingent liabilities as of December 31, 2022 were as follows:
The Company has assessed the economic impact of COVID-19 pandemic and determined that there were no significant impacts on the Company’s consolidated financial statements as of the date the consolidated financial statements were authorized for issue. The Company will continue to monitor developments of the pandemic and assess the related impacts.
In response to changes in the operating environment and new business challenges, the Company launched its organizational transformation and redesigned the operational decision-making processes and the performance assessment under the new structure. The aforementioned organizational transformation was effective from January 1, 2022. The Company redefined the reportable segments as "Consumer Business", "Enterprise Business", "International Business" and "Others" and restated the corresponding items of segment information for the comparative period. The reportable segments are managed separately because each segment represents a strategic business unit that serves different customers. Segment information is provided to the CEO who allocates resources and assesses segment performance. The Company’s measure of segment performance is mainly based on revenues and income before income tax.
Some operating segments have been aggregated into a single operating segment taking into account the following factors: (a) the type or class of customer for the telecommunications products and services are similar; (b) the nature of the telecommunications products and services are similar; and (c) the methods used to provide the services to the customers are similar.
F-110
The accounting policies of the operating segments are the same as those described in Note 3.
Analysis by reportable segment of revenues and operating results of continuing operations are as follows:
|
|
Consumer |
|
|
Enterprise |
|
|
International |
|
|
Others |
|
|
Total |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Year ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
From external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Intersegment revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Intersegment elimination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Consolidated revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
Segment income before income tax |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
From external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Intersegment revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Intersegment elimination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Consolidated revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
Segment income before income tax |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
From external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Intersegment revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Intersegment elimination |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Consolidated revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
Segment income before income tax |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
F-111
Other information reviewed by the chief operating decision maker or regularly provided to the chief operating decision maker was as follows:
For the year ended December 31, 2020
|
|
Consumer |
|
|
Enterprise |
|
|
International |
|
|
Others |
|
|
Total |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Share of profits of associates and |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Interest expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Gain (loss) on disposal of property, |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Gain on disposal of investment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Reversal of impairment loss on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Impairment loss on intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
For the year ended December 31, 2021
|
|
Consumer |
|
|
Enterprise |
|
|
International |
|
|
Others |
|
|
Total |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Share of profits of associates and |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Interest expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Impairment loss on right-of-use assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Reversal of impairment loss on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Impairment loss on intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
F-112
For the year ended December 31, 2022
|
|
Consumer |
|
|
Enterprise |
|
|
International |
|
|
Others |
|
|
Total |
|
|||||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||||
|
|
(In Millions) |
|
|||||||||||||||||
Share of profits of associates and |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Interest expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Depreciation and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Reversal of impairment loss on |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Impairment loss on intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The following is an analysis of the Company’s revenue from its major products and services.
|
|
Year Ended December 31 |
|
|||||||||
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|||
|
|
NT$ |
|
|
NT$ |
|
|
NT$ |
|
|||
|
|
(In Millions) |
|
|||||||||
Consumer Business |
|
|
|
|
|
|
|
|
|
|||
Mobile services |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Fixed-line services |
|
|
|
|
|
|
|
|
|
|||
Sales |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Enterprise Business |
|
|
|
|
|
|
|
|
|
|||
Fixed-line services |
|
|
|
|
|
|
|
|
|
|||
ICT business |
|
|
|
|
|
|
|
|
|
|||
Mobile services |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
International Business |
|
|
|
|
|
|
|
|
|
|||
Fixed-line services |
|
|
|
|
|
|
|
|
|
|||
ICT business |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Others |
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Sales |
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Others |
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$ |
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$ |
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$ |
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F-113
The users of the Company’s services are mainly from Taiwan, ROC. The revenues it derived outside Taiwan are mainly revenues from international long distance telephone and leased line services.
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Year Ended December 31 |
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2020 |
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2021 |
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2022 |
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NT$ |
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NT$ |
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NT$ |
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(In Millions) |
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Taiwan, ROC |
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$ |
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$ |
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$ |
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Overseas |
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$ |
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$ |
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$ |
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The Company has long-lived assets in U.S., Singapore, Hong Kong, China, Vietnam, Japan, and Thailand for $
As of December 31, 2020, 2021 and 2022, the
F-114