Operating and Financial Summary
Revenues (a) (in million NT$)
Operating Cash Flow (a) (in million NT$)
Net Income (a) (in million NT$)
Cash Distribution (b) (in billion NT$)
Broadband Subscriber Market Share (e)
Mobile Subscriber Market Share (e)
Source: Company data, MOTC, and NCC statistics.
Note:
(a) Financial data above are prepared in accordance with IFRSs.
(b) The cash distribution was calculated based on cash dividends from retained earnings and cash distributions from capital surplus in 2013 and 2014.
(c) Access circuits not included. (d) Including 2G, 3G, 4G and PHS. (e) Figures shown as of Dec. 2014.
0250,000200,000150,000100,00050,00020132014227,981221,420226,60920120100,00080,00060,00040,00020,0002013201475,28865,65671,3782012060,00048,00036,00024,00012,0002013201442,61842,61737,5672012Cash distributions from capital surplusNormal cash dividends payment from retained earnings0504030201020122013201442.435.918.55.616.6(c)Chunghwa Telecom 76.7%Other Operator 23.3%Chunghwa Telecom 37.1%Other Operator 62.9%(d)
Letter to Shareholders
2014 witnessed the beginning of the 4G era in Taiwan. Chunghwa Telecom became the first telecommunications
services provider in Taiwan to offer 4G high-speed mobile broadband services. In doing so, Chunghwa Telecom
also set the benchmark for both the mobile communication and digital convergence industries.
In addition to providing the 4G services, our overall mobile business continued to perform well, increasing our
mobile users by 4.4% and reaching 11.13 million at the yearend. On the broadband side, with a maturing market
and fierce competition from cable operators, we strived to maintain our market share with high speed and high
quality services. The enterprise business provided a strong third leg of our total offering. Small and medium
enterprise business, in particular, flourished in 2014, where Chunghwa Telecom contributed excellent values to
our customers through a more tailored service to different sectors.
In 2014, the primary focus for capital expenditures was precision construction and investment return. We invested
in fiber construction to expand our household reach, and deployed additional marketing resources to encourage
users to upgrade to FTTH services. On the mobile internet front, we accelerated 4G network construction while
reducing 3G spending. As a result of the aforementioned activities, our capex in 2014 was NT$32.6 billion,
18.8% lower than our budgeted amount of NT$40.1 billion.
Financial Highlights
For 2014, Chunghwa’s consolidated revenues decreased by 0.6% year over year to NT$226.61 billion, reaching
99.3% of our prior full year guidance. The decrease was primarily a result of a decline in voice business
revenues. However, the decline was offset by the rapid development of the 4G mobile market, which led to
increased mobile VAS revenue. The decrease was also offset by an increase in ICT enterprise total solutions and
HiNet internet service revenues.
Total operating costs and expenses increased by 1.1% year over year to NT$182.44 billion. The increase was
primarily due to increased headcount of subsidiaries, early retirement compensation, and depreciation and
amortization expenses related to the 4G network build out and maintenance of the 3G network, which were
partially offset by the reduction in cost of goods sold and network interconnection costs. However, due to a
thorough review of our capital expenditures and costs, and a re-allocation of resources, net income attributable to
the stockholders of the parent company was NT$38.62 billion or NT$4.98 per share, which exceeded our prior
guidance by 7.8%.
The Leading 4G Operator: Mobile VAS Continues its Rapid Growth
2014 was the year of 4G in Taiwan. At the end of May, Chunghwa Telecom was the first in the market to cut the
ribbon on the high-speed 4G mobile broadband services. In September, the 4G promotional plans were launched
and by the end of the month, we began offering iPhone 6 and iPhone 6 Plus handsets. As of the close of 2014, we
had already accumulated more than 1.3 million 4G customers, greater than that of our peers.
The main reason for our market leading position is our superior network construction with ever improving
population coverage and services quality, which have set the tone for our capital expenditures and marketing
operations. At the end of last year we introduced carrier aggregation LTE-Advanced technologies to combine
900MHz and 1800MHz spectrums, which enabled us to offer even higher 4G service speed. In addition, the
close cooperation with our partners including channels and vendors also helped us distance ourselves from our
competitors, and solidify our position as the leading 4G services provider in Taiwan.
With the advent of the 4G mobile broadband era, we focused on driving user migration from 2G to 3G and 4G
services. In 2014, over 900,000 customers upgraded their 2G service, of which 25% applied for data service
plans. Supported by our 4G service-driven strategies, the number of mobile internet customers continues to grow,
reaching 5.16 million users at the end of 2014. Furthermore, mobile VAS revenue grew 23.1% in 2014 compared
to 2013.
Digital Convergence Solutions to Meet Customer Needs
In 2014, we continued to facilitate user migration to higher speed broadband services. As of the end of 2014, not
only have we accumulated more than 1.37 million customers who subscribed to 60Mbps or faster service, we had
about 870,000 customers who subscribed to 100Mbps or faster speed service. Also, in mid-June, we introduced
300Mbps/100Mbps broadband services demonstrating superior technical advantages over the cable television
operators’, and widening the competitive divide we now enjoy.
To provide our broadband customers with high quality Multi-media on Demand (MOD) services at competitive
prices, we introduced digital convergence service solutions, which allowed us to gain a greater foothold in the
Over The Top (OTT) sector. At the end of 2014, we introduced the “Chunghwa Film” App, a video streaming App,
bundled with Google Chromecast, which enabled our customers the ability to sync their smartphones, tablets, and
PCs with their smart TVs over Wi-Fi, and enjoy audio and video content. “Film 69”, the first package promoted by
the “Chunghwa Film” App, brought approximately 330,000 subscribers by the end of 2014.
We continue to improve the quality of our MOD service, leading us to acquire more customers. In 2014, MOD
service average revenue per user increased by 11.7% year over year to NT$170. We also launched our monthly
service packages, which include movies 199, TV series199, and so on. Over 200,000 people subscribed to these
packages, representing an increase of 252% year over year. The household using TV rate also increased, reaching
67% in 2014, representing an increase of 8.9% year over year.
Continuous Innovation in ICT and Cloud Services
Leveraging our extensive broadband infrastructure, we are opening up new sources of revenue by actively
developing our ICT and cloud businesses. For our corporate customers, in 2014 we strengthened our portfolio
of core products while at the same time promoting Intelligent Transportation Systems (ITS), intelligent Energy
Network (iEN), information security solutions, cloud services, smart building design and construction, value-added
data services for enterprises, and other key products and services. As such, we continued to win ICT projects with
enterprises and government agencies. Looking ahead in 2015, we expect ICT and cloud service revenue to exceed
5% of our total revenues.
Research and Development Achievement
In 2014, Chunghwa Telecom research and development covers 4 major areas, including convergence services,
Internet of Things, cloud / big data / information security, and intelligent broadband network. The research and
development team focused primarily on broadband networks, intelligent networks, convergence business operations
and management systems, enterprise information security, digital life services and technologies, government and
enterprise ICT solutions, cloud computing and big data analysis. Key achievements included the following:
zz Convergence Service: Framework and applications of network video services, value-added communication
services;
zz Internet of Things: Intelligent video surveillance solutions, intelligent transportation solutions;
zz Information and Communication Security: PKI solutions, APT defense solutions;
zz Big Data: Big data platforms and analytics;
zz Cloud Computing: Cloud BOSS, Virtuoso 2014 Plus;
zz Intelligent Broadband: 4G network technology solutions, fixed network technology solutions, intelligent
network management and control systems; and
zz Intellectual Properties: 186 patents filed, 127 granted.
Leverage Telecommunications Technology to Fullfill Social Responsibility
Since 2006, Chunghwa Telecom has continuously adhered to high standards of Corporate Social Responsibility
(CSR), particularly in terms of corporate governance, environmental protection and social inclusion. Our
accomplishments in 2014 include, but are not limited to:
zz Being one of the first companies to implement CSR second-party audit of key suppliers, investigating the
status of 199 suppliers.
zz Introducing ubiquitous telecommunication services to rural areas, such as installing Wi-Fi in Qalang
Smangus, so that native villagers can utilize the internet to improve their local economies and enrich their
lives.
zz Continuing to cooperate with Fu Jen Catholic University and TamKang University to introduce online
education to rural townships, and to aid senior citizens and visually impaired individuals with Apps,
enhancing people’s lives through science and technology for different groups.
zz Responding to the gas explosion in Kaohsiung, by investing NT$160 million in the telecommunications
repair work to help affected households.
We contribute to the community through various technology-oriented means to the full extent of our ability, and
operate in a sincere, honest and ethical manner with the stakeholders.
Awards
Our consistent efforts in business operations and CSR have been widely recognized both in Taiwan and abroad by a
number of professional organizations. Some of the awards we received in 2014 include:
zz Best benchmarking enterprises, and the leading telecommunications company in the “20th Anniversary
Benchmarking Enterprises” by CommonWealth Magazine;
zz Trusted Brand Platinum Award for the category of telecom service granted by Reader’s Digest;
zz The top corporate disclosure award for the ninth year in a row by the Securities and Futures Institute;
zz Once again included in the Dow Jones Sustainability Index for both World and Emerging Markets categories,
the indices that capture the sustainability champions in worldwide and the emerging market sectors,
respectively;
zz Ranked #1 in CommonWealth Corporate Citizenship Award in the telecom industry granted by
CommonWealth Magazine for the eighth consecutive year; and
zz AA and twAAA/twA-1+ ratings for long and short-term credit, respectively by Standard & Poor’s.
Britain’s leading brand consultancy “Brand Finance” ranked the world’s top 500 brands in 2014. Chunghwa Telecom
was the only Taiwanese company to be ranked, coming in at number 384. According to “Brand Finance,” Chunghwa
Telecom’s brand value increased by more than 25% year over year to US$3.8 billion in 2014.
Looking Forward
In 2015, we will continue to expand our 4G service offering and to promote customers to migrate to higher-speed
fiber broadband services. We will also utilize our higher-speed internet infrastructure to promote music, video and
other value-added services to our customers. In addition, we will continue the construction and integration of our
fixed-line and mobile broadband networks, in order to promote our digital convergence services, and offer the
convenience and efficiency of a “smart life” to individual and household customers.
For enterprise customers, we plan on utilizing customized ICT total solutions for various industries to help customers
enhance their operational efficiency. In particular, Chunghwa Telecom has strong information security research and
development capabilities, and we provide complete information security total solutions to enterprise from terminals,
networks and platforms, making us the most trusted partner for customers. In addition, the construction of our
Banqiao cloud data center will be completed in the fourth quarter of 2015 and begin operations thereafter. This new
data center enables us greatly improve our portfolio of ICT service offerings to large multinational companies by
integrating the domestic broadband network and international submarine cables.
The Internet of Things will play a crucial role in the development of the smart home and smart city economies,
and will serve as a blueprint for the smart life. There is quite a bit of room for growth in this market in the fields of
remote monitoring, energy savings, ITS, anti-theft and other applications, and we will invest more manpower and
resources to construct a smarter environment.
Lih-Shyng Tsai
Chairman and Chief Executive Officer
In conclusion, Chunghwa Telecom continues to maintain our high standards of CSR through strong social and
environmental contributions, while at the same time striving to improve our operational efficiency through
optimizing technology utilization as well as management processes. Therefore, we believe we are able to adapt to
the ever-changing industry environment and market demand, and continue to maximize value for our shareholders,
customers and employees.
Mu-Piao Shih
President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 20-F
_____________________
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
ACT OF 1934
or
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
or
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of event requiring this shell company report
For the transition period from ______________ to ____________
Commission file number 001-31731
________________________________
Chunghwa Telecom Co., Ltd.
(Exact name of Registrant as specified in its charter)
Chunghwa Telecom Co., Ltd.
(Translation of Registrant’s name into English)
Taiwan, Republic of China
(Jurisdiction of incorporation or organization)
21-3 Hsinyi Road, Section 1, Taipei, Taiwan, Republic of China
(Address of principal executive offices)
Fufu Shen
21-3 Hsinyi Road, Section 1, Taipei,
Taiwan, Republic of China
Tel: +886 2 2344-5488
Email: chtir@cht.com.tw
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Shares, par value NT$10 per share
American Depositary Shares, as evidenced by American
Depositary Receipts, each representing 10 Common
Shares
New York Stock Exchange*
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
_____________________
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the annual report.
7,757,446,545 Common Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted 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 and post such files).
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing:
U.S. GAAP
International Financial Reporting Standards as issued by the
International Accounting Standards Board
Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes No
_______________________
* Not for trading, but only in connection with the listing on the New York Stock Exchange of the American Depositary Shares
CHUNGHWA TELECOM CO., LTD.
FORM 20-F ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2014
Table of Contents
SUPPLEMENTAL INFORMATION ........................................................................................................................................... 1
FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT MAY NOT BE REALIZED ....................................... 1
PART I ........................................................................................................................................................................................... 2
Page
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS ..................... 3
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE ....................................................... 3
ITEM 3. KEY INFORMATION ............................................................................................................ 3
ITEM 4.
INFORMATION ON THE COMPANY ............................................................................... 17
ITEM 4A. UNRESOLVED STAFF COMMENTS ................................................................................ 63
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS........................................ 63
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ........................................ 87
ITEM 7. MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS........................ 95
ITEM 8.
FINANCIAL INFORMATION ............................................................................................. 96
ITEM 9.
THE OFFER AND LISTING ............................................................................................... 97
ITEM 10. ADDITIONAL INFORMATION ......................................................................................... 99
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..... 113
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ................... 115
PART II ................................................................................................................................................................. 119
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.............................. 119
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
USE OF PROCEEDS ......................................................................................................... 119
ITEM 15. CONTROLS AND PROCEDURES ................................................................................... 119
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT ................................................................. 121
ITEM 16B. CODE OF ETHICS............................................................................................................. 121
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES ..................................................... 121
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES .... 122
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS ................................................................................................................... 122
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT ..................................... 122
ITEM 16G. CORPORATE GOVERNANCE ......................................................................................... 122
ITEM 16H. MINE SAFETY DISCLOSURE ......................................................................................... 124
PART III .................................................................................................................................................................................... 127
ITEM 17. FINANCIAL STATEMENTS ............................................................................................. 127
ITEM 18. FINANCIAL STATEMENTS ............................................................................................. 127
ITEM 19. EXHIBITS ......................................................................................................................... 127
SUPPLEMENTAL INFORMATION
All references to “we,” “us,” “our” 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 in
August 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.
FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT MAY NOT BE REALIZED
This annual report contains forward-looking statements, including statements regarding:
zz our business and operating strategies;
zz our network expansion plans;
zz our business, operations and prospects;
zz our financial condition and results of operations;
zz our dividend policy;
zz the telecommunications industry regulatory environment in Taiwan; and
zz future developments in the telecommunications industry in Taiwan.
These forward-looking statements are generally indicated by the use of forward-looking terminology such as
“believe,” “expect,” “anticipate,” “estimate,” “plan,” “aim,” “seek,” “project,” “may,” “will” or other similar
words that express an indication of actions or results of actions that may or are expected to occur in the future.
These statements reflect our current views with respect to future events and are subject to risks, uncertainties and
assumptions, many of which are beyond our control. The forward looking statements are contained principally in the
sections entitled “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company” and “Item 5.
Operating and Financial Review and Prospects.” These statements are made under the “safe harbor” provisions of
the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward looking statements largely
on our current expectations and projections about future events and financial trends that we believe may affect our
financial condition, results of operations, business strategy and financial needs. You should not place undue reliance
on these statements, which apply only as of the date of this annual report. These forward-looking statements are
based on our own information and on information from other sources we believe to be reliable. Actual results may
differ materially from those expressed or implied by these forward-looking statements. Factors that could cause
differences include, but are not limited to, those discussed under “Item 3. Key Information—D. Risk Factors.” In
light of these risks, uncertainties and assumptions, the forward-looking events discussed in this annual report might
not occur and our actual results could differ materially from those anticipated in these forward-looking statements.
The forward looking statements made in this annual report relate only to events or information as of the date on
which the statements are made in this annual report. Except as required by law, we undertake no obligation to
update or revise publicly any forward looking statements, whether as a result of new information, future events or
otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You
should read this annual report completely and with the understanding that our actual future results may be materially
different from what we expect.
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR
MANAGEMENT AND ADVISERS
ITEM 2. OFFER STATISTICS AND
EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
ITEM 4.
INFORMATION ON THE COMPANY
ITEM 4A. UNRESOLVED STAFF COMMENTS
ITEM 5. OPERATING AND FINANCIAL
REVIEW AND PROSPECTS
ITEM 6. DIRECTORS, SENIOR
MANAGEMENT AND EMPLOYEES
ITEM 7. MAJOR STOCKHOLDERS AND
RELATED PARTY TRANSACTIONS
ITEM 8.
FINANCIAL INFORMATION
ITEM 9.
THE OFFER AND LISTING
ITEM 10. ADDITIONAL INFORMATION
ITEM 11. QUANTITATIVE AND
QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
ITEM 12. DESCRIPTION OF SECURITIES
OTHER THAN EQUITY
SECURITIES
2
010302 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
We were privatized as a result of a secondary ADS offering and concurrent domestic auction of our common
shares on August 12, 2005. The privatization has enabled us to develop our business and respond to changing market
conditions more rapidly and efficiently.
A. Selected Financial Data
The FSC in the Republic of China, or ROC, supervises the financial and business matters of publicly-held
companies, and we are required to comply with relevant regulations promulgated by the FSC. Prior to January
1, 2013, we prepared our consolidated financial statements, in accordance with ROC GAAP for purposes of our
filings with the Taiwan Stock Exchange, or TWSE, with reconciliation of net income and balance sheet differences
of our consolidated financial statements to U.S. GAAP for certain filings with the U.S. Securities and Exchange
Commission, or the SEC. Starting from January 1, 2013, we have prepared our financial statements under Taiwan
IFRSs pursuant to the requirements of the “Framework for Adoption of International Financial Reporting Standards
by Companies in the ROC” promulgated by the FSC on May 14, 2009. While we have adopted Taiwan IFRSs for
reporting in the ROC our annual consolidated financial statements and interim quarterly unaudited consolidated
financial statements since January 1, 2013, we have adopted International Financial Reporting Standards as issued
by the International Accounting Standards Board, or IFRSs, which differs in certain material respects from Taiwan
IFRSs, for certain filings with the SEC, including our annual reports on Form 20-F for the year ended December 31,
2013 and thereafter and our interim quarterly unaudited consolidated financial statements provided on Form 6-K
beginning with the three months ended March 31, 2013. Therefore, we no longer prepare any reconciliation of our
consolidated financial statements with U.S. GAAP.
The selected consolidated statements of comprehensive income data and consolidated cash flows data for the
years ended December 31, 2012, 2013 and 2014, and the selected consolidated balance sheets data as of December
31, 2013 and 2014 set forth below are derived from our audited consolidated financial statements included elsewhere
in this annual report and should be read in conjunction with, and are qualified in their entirety by reference to, our
consolidated financial statements and the related notes. The selected consolidated balance sheet data as of December
31, 2012 set forth below are derived from our audited consolidated financial statements, which are not included this
annual report. The consolidated financial statements have been prepared and presented in accordance with IFRSs.
In addition, financial data as of and for the years ended December 31, 2010 and 2011 derived from our consolidated
financial statements prepared in accordance with ROC GAAP are not included in this annual report.
Consolidated Statements of Comprehensive Income Data:
Revenues
Operating costs
Gross profit
Operating expenses
Other income and expenses
Income from operations
Non-operating income and expenses(1)
Income before income tax
Income tax expense
Consolidated net income
Attributable to:
Year Ended December 31
2012
NT$
2013
NT$
2014
NT$
US$
(in billions, except for percentages and per share and per ADS data)
221.4
(141.5)
79.9
(29.9)
(1.6)
48.4
1.6
50.0
(7.4)
42.6
228.0
(147.3)
80.7
(33.1)
0.1
47.7
1.4
49.1
(6.5)
42.6
226.6
(148.4)
78.2
(34.0)
0.6
44.8
1.8
46.6
(9.0)
37.6
7.2
(4.7)
2.5
(1.1)
—
1.4
0.1
1.5
(0.3)
1.2
3
010302 Stockholders of the parent
Noncontrolling interests
Earnings per share:
Basic
Diluted
Earnings per ADS equivalent:
Basic
Diluted
Consolidated Balance Sheets Data:
Working capital
Long-term investments
Property, plant and equipment
Investment properties
Intangible assets
Total assets
Short-term loans
Current portion of long-term loans
Long-term loans(2)
Customers’ deposits
Accrued pension liabilities
Deferred revenue
Total liabilities
Capital stock
Equity attributable to stockholders of the parent
Noncontrolling interests
Consolidated Cash Flows Data:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Other Financial Data:
Gross margin(3)
Operating margin(4)
Net margin(5)
Capital expenditures
Depreciation and amortization
Cash dividends declared per share
Stock dividends declared per share
Year Ended December 31
2012
NT$
2013
NT$
2014
NT$
US$
(in billions, except for percentages and per share and per ADS data)
41.5
1.1
42.6
5.35
5.33
53.49
53.34
41.5
1.1
42.6
5.35
5.34
53.49
53.40
37.0
0.6
37.6
4.77
4.76
47.66
47.58
1.2
—
1.2
0.15
0.15
1.51
1.51
As of December 31
2012
NT$
2013
NT$
2014
NT$
US$
(in billions, except for percentages and per share)
40.2
19.7
297.3
7.8
5.8
440.0
0.1
—
2.1
4.9
4.6
3.8
76.6
77.6
359.1
4.3
(0.3)
15.3
302.7
8.0
44.4
441.0
0.3
0.3
1.4
4.8
5.5
3.7
77.8
77.6
358.3
4.9
6.9
13.1
302.7
7.6
42.8
446.5
0.6
—
1.9
4.8
6.5
3.4
80.8
77.6
360.8
4.9
0.2
0.4
9.6
0.2
1.4
14.1
—
—
0.1
0.2
0.2
0.1
2.6
2.5
11.4
0.1
Year Ended December 31
2012
NT$
2013
NT$
2014
NT$
US$
(in billions, except for percentages and per share)
65.6
(18.6)
(42.5)
4.5
36%
22%
19%
33.3
32.2
4.63(6)
—
75.3
(49.1)
(42.5)
(16.3)
35%
21%
18%
36.4
32.2
2.39(7)
—
71.4
(27.3)
(35.1)
9.0
35%
20%
16%
32.6
34.1
4.86(8)
—
2.2
(0.9)
(1.1)
0.2
35%
20%
16%
1.0
1.1
0.15(8)
—
(1) Includes interest income of NT$742 million, NT$563 million and NT$288 million (US$9.1 million) for
the years ended December 31, 2012, 2013 and 2014, respectively, and interest expense of NT$22 million,
NT$36 million and NT$46 million (US$1.5 million) for the years ended December 31, 2012, 2013 and 2014,
respectively.
(2) Excludes current portion of long-term loans.
(3) Represents gross profits divided by revenues.
4
(4) Represents income from operations divided by revenues.
(5) Represents net income attributed to stockholders of the parent divided by revenues.
(6) In addition to the cash dividend from unappropriated earnings disclosed in the table above, we also made cash
distributions of NT$0.72 per share, which amounted to an aggregate of NT$5.6 billion, from additional paid-in
capital.
(7) In addition to the cash dividends from unappropriated earnings disclosed in the table above, we also made cash
distributions of NT$2.14 per share, which amounted to an aggregate of NT$16.6 billion, from additional paid-
in capital. See “Item 5. Operating and Financial Review and Prospects—Overview—Effect of adopting Taiwan
IFRSs on our dividends and employee bonuses.”
(8) Dividends for 2014, which are calculated based on Taiwan IFRSs, were approved by the board of directors in
February 2015 and are expected to be declared at our annual general stockholders’ meeting scheduled on June
26, 2015. The accumulated legal reserve that we had set aside in the past years, including the appropriation
of the 2014 earnings, has amounted to the aggregate par value of our outstanding share capital. Therefore,
according to the relevant regulations, we are not required to appropriate profits as legal reserve in the
following years. The appropriation for legal reserve accounted for 1.76% of our 2014 net income attributable
to stockholders of the parent. Our payout ratio was 97.56% in 2014 after the adjustment of unappropriated
earnings, the appropriation of legal reserve, and the reversal of special reserve.
Currency Translations and Exchange Rates
For the convenience of readers, NT dollar amounts used in this annual report for, and as of, the year ended
December 31, 2014 have been translated into U.S. dollar amounts using US$1.00=NT$31.60, set forth in the
statistical release of the Federal Reserve Board on December 31, 2014. 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 24, 2015, the exchange rate was NT$30.68 to
US$1.00.
The following table sets forth, for each of the periods indicated, the low, average, high and period-
end exchange rates of the NT dollar, expressed in NT dollar per U.S. dollar. These rates are provided solely for
your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the
preparation of our periodic reports or any other information to be provided to you.
Year Ended December 31
2010
2011
2012
2013
2014
October
November
December
2015 (through April 24)
January
February
March
April (through April 24)
Average(1)
31.50
29.42
29.56
29.73
30.38
30.40
30.73
31.35
31.28
31.64
31.55
31.44
31.08
High
32.43
30.67
30.27
30.20
31.80
30.49
30.99
31.80
32.00
32.00
31.76
31.71
31.33
Low
29.14
28.50
28.96
29.93
29.85
30.31
30.48
31.03
30.68
31.06
31.31
31.19
30.68
At Period
End
29.14
30.27
29.05
29.83
31.60
30.45
30.99
31.60
30.68
31.75
31.44
31.24
30.68
Source: Federal Reserve Statistical Release, Board of Governors of the Federal Reserve System.
(1) Annual averages are calculated using the average of exchange rates on the last day of each month during the
period. Monthly averages are calculated using the average of the daily rates during the relevant period.
5
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 may suffer.
As a telecommunications service provider in Taiwan, we are subject to extensive regulation. See “Item 4.
Information on the Company—B. Business Overview—Regulation” for a discussion of the regulatory environment
applicable to us. Any changes in the regulatory environment applicable to us may adversely affect our business,
financial condition and results of operations.
For example, the NCC has been focused on promulgating rules related to digital convergence. Since
December 2013, the NCC continued to solicit comments from the public on eleven topics relating to the local loop,
the prevention of monopolization of broadcasting media, the regulations governing political party, government
and army’s investments in broadcasting industry, the identification of dominant market operators and asymmetric
regulation for dominant market operators, the principle of content management, the principle of hierarchical
regulation, the infrastructure of telecommunications network, the structure of amendment to regulations governing
digital convergence, the spectrum auction and regulation. One possible regulatory structure proposed by the
NCC would be the coexistence of the Telecommunications Act, the Cable Radio and Television Act, the Digital
Convergence Act, and the merged Radio and Television Act and Satellite Broadcasting Act. It is anticipated that the
NCC will present the proposal of draft legislation in turn and submit the draft Digital Convergence legislation to
the Executive Yuan by the end of year 2015. The new regulations may impose more stringent measures on us as a
dominant market operator and benefit our competitors, which could have a material adverse effect on our business
prospects and our results of operations.
On the other hand, the Legislative Yuan is reviewing the proposed amendments to the three applicable
regulations governing broadcasting industries for relaxing the current restrictions regarding investments in the
broadcasting industries by the government and political parties. Pursuant to the amendments by the Executive Yuan,
the government may indirectly hold shares in broadcasting companies, provided that the government’s shareholding
is no more than 10% and the government does not control such companies. As the MOTC holds more than 30% of
our shares and retains control over our board, such amendments will not release the current restrictions on us with
respect to engaging in the broadcasting business. However, these amendments may benefit our competitors, which
could have a material adverse effect on our business prospects and results of operations. In addition, some members
of the Legislative Yuan have raised a proposal that requires us to apply for a Cable Television License for our
multimedia on demand, or MOD, division within one year from the date on which the amendments to the relevant
laws came into effect. If the proposal is passed by the Legislative Yuan, our MOD division will be governed by the
Cable Radio and Television Act.
We have been designated by the government as a dominant provider of fixed communications and 2G and
3G mobile services within the meaning of applicable telecommunications regulations, and as a result, we are subject
to special additional requirements imposed by the NCC. For example, the regulation governing the setting and
changing of tariffs allows non-dominant telecommunications service providers greater freedom to set and change
tariffs within the range set by the government. If we are unable to respond effectively to tariff changes by our
6
competitors, our competitiveness, market position and profitability will be materially and adversely affected.
According to the Regulations for Administration on Fixed Network Telecommunications Business, the
Regulations for Administration of Mobile Communications Business, the Regulations for Administration of the
Third Generation Mobile Communications Business, and the Regulations for Administration of Mobile Broadband
Business, we are required to submit a report to the NCC within 20 days after our shareholders approve the
reduction of our capital, entering into, modification or termination of any contracts regarding leasing of all business,
outsourcing of operations or joint operations, the transfer of the whole or substantial part of our business or assets;
and taking over of the whole of the business or assets of any other company which would have significant impact on
our operations. Any such regulations may adversely affect our business, financial condition and results of operations.
The regulatory framework within which we operate may limit our flexibility to respond to market conditions,
competition or changes in our cost structure. In particular, future decreases in tariff rates could immediately
and substantially decrease our revenues. In particular, as a Type I service provider under the Republic of China
Telecommunications Act, or Telecommunications Act, we are constrained in our ability to raise prices. For example,
the NCC adopted the first three-year tariff reduction plan from April 2007 to March 2010 and a second three-
year tariff reduction plan from April 2010 to March 2013, resulting in a number of price reductions in the tariff
structures relating to our domestic fixed communications and mobile communications services. On February 7,
2013, the NCC announced a new plan for tariff reductions in wholesale tariffs for IP peering and domestic leased
line services, and in monthly fees for fixed-line broadband access services (excluding fiber-to-the-home, or FTTH,
and fiber-to-the-building, or FTTB) over a period of four years starting on April 1, 2013. While mobile tariffs were
not regulated in the most recent tariff reduction plan, the revised Regulations Governing Network Interconnection
among Telecommunications Enterprises mandated decreases in the mobile interconnection fees over a period of four
years starting on January 5, 2013. See “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.
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.
Information on the Company—B. Business Overview—Regulation” for a discussion of the FTA applicable to us.
In March 2015, the FTC found us liable for providing false and misleading data in advertisement comparing our
services against our competitors on our 100Mbps fiber broadband plus TV programs service in the PingTung area.
The FTC consequently ordered us to pay a fine of NT$0.8 million, which we paid in March 2015. We have been
investigated and penalized by the FTC in the past and may continue to be investigated or penalized by the FTC
in the future if we fail to comply with the relevant regulations. As the FTA provides the FTC broad discretion to
interpret anti-competition actions and enforce the relevant clauses under the FTA, we are unable to predict whether
the FTC would initiate investigation on any of our daily business activities or find us liable for violating the FTA
in the future. The investigations of and penalties imposed by the FTC could interrupt our provision of products or
services and have a negative impact on our reputation, business operations and results of operations.
If we are unable to obtain and maintain the licenses to operate our business, our business prospects and future
results of operations would be adversely affected.
We operate our businesses with approvals and licenses granted by the government. If these approvals or
licenses are revoked or suspended or are not renewed, or if we are unable to obtain any additional licenses that we
may need to operate or expand our business in the manner we desire, then our financial condition and results of
operations, as well as our prospects, will suffer. For example, our 3G mobile services license is valid until December
7
31, 2018. On April 30, 2014, we obtained the mobile broadband services license adhering to the principle of
technological neutrality for our 4G mobile services, which is valid until the end of 2030. The NCC plans to release
the 2500MHz and 2600MHz spectrum band for 4G mobile broadband services through a bidding process. Currently,
the NCC is expected to accept applications for such bidding process and announce the estimated lowest ask price in
June or July 2015. It is also expected that the tenders’ qualification examination will be completed by August 2015
and the bidding process will be held in September 2015. If we determine that we need to acquire this spectrum band
to stay competitive, we will need to participate in the bidding process. If we are unable to successfully acquire and
maintain the rights to use the licenses or frequency spectrums that we need for our future business operations, our
business prospects and future results of operations may be materially and adversely affected.
Increasing market competition may adversely affect our growth and profitability by causing us to lose customers,
charge lower tariffs or spend more on marketing.
Mobile service providers in Taiwan have been offering 4G mobile services starting from May 2014. As of
the date of this annual report, there are five mobile network operators in Taiwan providing 4G services, including
two new mobile network operators. Each mobile network operator, including us, has been offering aggressive
promotional programs to attract consumers, such as unlimited data plans, when many mobile network operators
around the world have eliminated unlimited data plans. We cannot assure you that we will be able to raise our
revenues from 4G services in light of the intense market competition, which could have a material adverse effect on
our business prospects and our future results of operations.
We also face increasing fixed broadband competition from cable operators. Cable operators have been using
low-priced internet access packages to attract new customers in specific areas and buildings in Taiwan. They have
also been upgrading their networks to DOCSIS 3.0 in order to provide higher speed internet access. DOCSIS refers
to Data Over Cable Service Interface Specification, which is an international telecommunications standard that
permits the addition of high-speed data transfer to an existing cable TV system. The government has mandated the
100% digitization of cable television networks by January 1, 2017, which would increase the availability of high-
speed internet services from cable operators. In addition, as the mobile data access speeds have increased with
newer technologies, such as 4G LTE, some customers have replaced fixed broadband services with high speed
mobile broadband services. To counter these developments, we are migrating more of our ADSL customers to
FTTx services and offering even higher speed fiber to the home, or FTTH access. Furthermore, the NCC relaxed
the zoning restrictions on service areas for cable operators on July 27, 2012, while cable operators remain subject
to the restriction that the market share of any single cable operator cannot exceed 33%. This change will allow
cable operators to provide digital cable services throughout Taiwan, including high definition cable TV with more
channels as well as high speed cable modem services. As of now, it is still uncertain whether we will be deemed a
cable operator and subject to the 33% market share restriction. As a result, we could face increased competition for
our broadband access services and MOD IPTV services. If we are unable to compete successfully with the cable
operators for broadband access services and MOD businesses, our results of operations could be impacted.
Many of our competitors are in alliances with leading international telecommunications service providers
and have access to financial and other resources or technologies that may not be available to us. Moreover, if the
government continues to liberalize the telecommunications market, such as through the issuance of new licenses or
establishment of additional networks, our market position and competitiveness could be materially and adversely
affected. We cannot guarantee that our measures to address competition will be effective, and therefore our business,
financial condition and results of operations may be adversely affected by our competitors.
Increasing competition may also cause our customer growth rate to reverse or decline, bring about further
decreases in tariff rates and necessitate increases in our selling and promotional expenses. Any of these developments
could adversely affect our business, financial condition and results of operations.
Our ability to deliver services may be disrupted due to a systems failure, shutdown in our networks, earthquakes or
other natural disasters.
Taiwan is susceptible to earthquakes and typhoons. However, we do not carry insurance to cover damage
caused by earthquakes, typhoons or other natural disasters or any resulting business interruption. Our services are
8
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. For example, in 2014, we
recorded losses on property, plant and equipment arising from natural disasters such as earthquakes and typhoons
in the amount of approximately NT$8.8 million (US$0.3 million). The occurrence of natural disasters could impact
our ability to deliver services and have a negative effect on our results of operations. 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.
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.
We depend on select personnel and could be affected by the loss of their services.
We depend on the continued service of our executive officers and skilled technical and other personnel.
Our business could suffer if we lose the services of any of these personnel and cannot adequately replace them.
In particular, we are not insured against the loss of any of our personnel. We may not be able to retain our present
personnel or attract additional qualified personnel as and when needed. Moreover, we may be required to increase
substantially the number of these employees in connection with any expansion, and there is intense competition for
experienced personnel in the Taiwan telecommunications industry. 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 manufacturers,
such as ASUSTek Computer Inc. and Quanta Computer Incorporated, 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. In addition, we may need to
increase employee compensation levels in order to attract and retain personnel. We cannot assure you that the loss
of the services of any of these personnel would not disrupt our business and operations and materially and adversely
affect the quality of our services and harm our reputation.
We may not realize the benefits we expect from our investments, and this 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 provide the services we offer. In 2014, we made capital expenditures in our domestic fixed
communications of NT$16.2 billion (US$511.6 million), our mobile communications business of NT$9.6
billion (US$304.4 million), our internet business of NT$4.4 billion (US$140.0 million), our international fixed
communications business of NT$1.5 billion (US$46.1 million) and our other businesses of NT$0.9 billion (US$28.2
million), respectively. In order to continue to develop our business and offer new and more sophisticated services,
we intend to continue to invest in these areas as well as new technologies. The launch of new and commercially
viable products and services is important to the success of our business. We expect to continue making substantial
capital expenditures to further develop our range of services and products. Commercial acceptance by consumers of
the new and more sophisticated services we offer may not occur at the rate or level expected, and we may not be able
to successfully adapt these services to effectively and economically meet our customers’ demand, thus impairing the
expected return from our investments.
We cannot assure you that services enabled by the new technologies we are implementing, such as
Heterogeneous or Marco/Micro/Pico/Femto/BBU+RRH mobile technology, will be accepted by the public to
the extent required to generate an acceptable rate of return. In addition, we could face the risk of unforeseen
complications in the deployment of these new services and technologies, and we cannot assure you that we will not
9
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 impairment losses for investment properties, equipment and intangible assets in the past. In
2014, we determined that parts of our telecommunication equipment were impaired and recognized an impairment
loss of NT$64 thousand (US$2.0 thousand).
We cannot assure you that we will be able to continue to maintain control of and consolidate the results
of operations of our minority-owned subsidiary. For example, we consolidate the results of operations of our
subsidiary, Senao International Co., Ltd., or Senao, because we have secured four out of seven seats on the board
of directors of Senao through the support of large beneficial shareholders of Senao. Please refer to note 3 and note
15 of our consolidated financial statements included elsewhere in this annual report for details of the relationship
between Senao and its parent company. We cannot assure you that we will be able to continue maintaining control
over the board of directors of Senao. If we lose control of our minority-owned subsidiary, we will no longer be able
to consolidate the results of operations of such subsidiary, which could adversely affect our consolidated results of
operations and ability to meet the operating results guidance that we have projected.
We may also from time to time make equity investments in companies, but we cannot assure you of their
profitability. We cannot assure you that losses related to our equity investments will not have a material adverse
effect on our financial condition or results of operations. In 2014, we evaluated and concluded that certain
investments were impaired, and as a result we recognized an impairment loss of NT$23 million (US$0.7 million) for
available-for-sale financial assets due to the decline in fair value owing to adverse changes in industry conditions and
operating performance that were below expectations. We may be required to record additional impairment charges in
future periods, which may have a material adverse effect on our financial condition and future results of operations.
Changes in technology may render our current technologies obsolete or require us to obtain licenses for introducing
new services or make substantial capital investments, financing for which may not be available to us on favorable
commercial terms or at all.
The Taiwan telecommunications industry has been characterized by rapid increases in the diversity and
sophistication of the technologies and services offered. As a result, we expect that we will need to constantly
upgrade our telecommunications technologies and services in order to respond to competitive industry conditions
and customer requirements. Developments of new technologies have rendered some less advanced technologies
unpopular or obsolete. If we fail to develop, or obtain timely access to, new technologies and equipment, or if we
fail to obtain the necessary licenses to provide services using these new technologies, we may lose our customers
and market share and become less profitable.
In addition, the cost of implementing new technologies, upgrading our networks or expanding capacity
could be significant. In particular, we have made and will continue to make substantial capital expenditures in
the near future in order to effectively respond to technological changes, such as the continued expansion of our
fiber optic networks and 4G mobile networks. To meet the increasingly robust high-bandwidth requirements of
digital convergence services, we continue to expand construction of fiber optic networks, including passive optical
networks, or PONs, and optical distribution networks, or ODNs. With respect to 4G networks, we expanded the
network coverage by refarming the 900MHz frequency band from 2G to 4G in December 2014 and are deploying
more 4G base stations in 1800MHz frequency band. Furthermore, in December 2014, we began implementing
the carrier aggregation technology of LTE-Advanced, or LTE-A, in the 900MHz and 1800MHz frequency bands
to provide higher data transmission rates. To the extent these expenditures exceed our cash resources, we will
be required to seek additional debt or equity financing. Our ability to obtain additional financing on favorable
commercial terms will depend on a number of factors. These factors include our financial condition, results of
operations, cash flows and the prevailing market conditions in the domestic and international telecommunications
industry, the cost of financing and conditions in the financial markets, and the issuance of relevant government
10
and other regulatory approvals. Any inability to obtain the funding for our capital expenditures on commercially
acceptable terms could jeopardize our expansion plans and materially and adversely affect our business prospects
and future results of operations.
If new technologies adopted by us do not perform as expected, or if we are unable to effectively deliver new services
based on these technologies in a commercially viable manner, our revenue growth and profitability will decline.
We are constantly evaluating new growth opportunities in the broader telecommunications industry. Some of
these opportunities involve new services for which there are no proven markets, and may not develop as expected.
Our ability to deploy and deliver these services will depend, in many instances, on new but unproven technologies.
These new technologies may not perform as expected or generate an acceptable rate of return. In addition, we
may not be able to successfully develop new technologies to effectively and economically deliver these services,
or be able to compete successfully in the delivery of telecommunications services based on new technologies.
Furthermore, the success of our mobile data services is substantially dependent on the availability of mobile data
applications and devices that are being developed by third-party developers. These applications or devices may
not be sufficiently developed to support the deployment of our mobile data services. 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.
As an internet service provider, we may not be able to protect our customers and their information from cyber
attacks, nor protect our services from disruptions due to cyber security breaches.
As an internet service provider, our system is susceptible to cyber security risks, including hijack attacks,
phishing attacks, hacker’s intrusions to steal customer’s information and distributed denial-of-service (DDoS)
attacks. Our online services such as e-bills and multiple payment options through the internet are also vulnerable
to cyber attacks. These attacks may disrupt our services and cause leakage of our customers’ personal information,
which may result in significant damage and material adverse effect to our customers and our operations. We cannot
assure you that our data protection measures are sufficient to prevent any data leakage or disruption of our service
due to cyber attacks. We may suffer negative consequences, such as remedial costs, increased cyber security
protection costs, lost revenues, litigation and reputational damage due to cyber attacks.
Our largest stockholder may take actions that conflict with our public stockholders’ best interests.
As of December 31, 2014, 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:
zz any sale of all or substantially all of our assets;
zz the approval of our annual operation and projects budget;
zz the composition of our senior management;
zz the timing and distribution of dividends;
zz the election of a majority of our directors; and
zz our business activities and direction.
We cannot assure you that our largest shareholder will not take actions that impair our ability to conduct our
business competitively or conflict with the best interests of our public stockholders.
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
11
reports are disputed, actual or perceived risks of using mobile communications devices or of cellular base stations
could have a material adverse effect on mobile service providers, including us. For example, our customer base
could be reduced, our customers may reduce their usage of our mobile services, we could encounter difficulties in
obtaining sites for additional cellular base stations required to expand our network coverage or we may be requested
to reduce the number of existing cellular base stations. As a result, our mobile services business may generate less
revenue and our financial condition and results of operations may be materially and adversely affected. In addition,
we could be exposed to potential liability for any health problems caused by mobile handsets and base stations.
Investor confidence in us may be adversely impacted if we or our independent registered public accountants are
unable to attest to or express an unqualified opinion on the effectiveness of our internal control over financial
reporting.
We are subject to the reporting requirements of the SEC. The SEC, as directed by Section 404 of the U.S.
Sarbanes-Oxley Act of 2002, adopted rules requiring U.S. public companies to include a report of management
on our internal control over financial reporting in their annual reports that contain an assessment by management
of the effectiveness of our internal control over financial reporting. The effectiveness of our internal control over
financial reporting has been audited by Deloitte & Touche, an independent registered public accounting firm, which
has also audited our consolidated financial statements for the year ended December 31, 2014. Deloitte & Touche
has issued an attestation report on the effectiveness of our internal control over financial reporting in accordance
with the standards of the Public Company Accounting Oversight Board (United States). See “Item 15. Controls and
Procedures—Attestation Report of the Registered Public Accounting Firm”.
While the management report included in this annual report concluded that our internal control over financial
reporting was effective, we cannot assure you that our management will be able to conclude that our internal control
over financial reporting is effective in future years. If in future years we fail to maintain effective internal control
over financial reporting in accordance with the Sarbanes-Oxley Act, we could suffer a loss of investor confidence in
the reliability of our consolidated financial statements, which in turn could negatively impact the trading price of our
ADSs, and could result in lawsuits being filed against us by our stockholders or otherwise harm our reputation.
If we fail to maintain a good relationship with our labor union, 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, besides 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 union on
such issues as employee benefits and retirement benefits in connection with our privatization as well as the right to
protest. Despite having taken measures to improve relations, increase cooperation and ensure mutual benefit with our
labor union, such as increasing channels of communications by holding periodic labor resource review meetings and
guaranteeing our labor union a seat on our board of directors, we cannot assure you that we will be able to maintain
a good relationship with our labor union. Any deterioration in our relationship with our labor union could result in
work stoppages, strikes or threats to take such an action, which could disrupt our business and operations, materially
and adversely affect the quality of our services and harm our reputation.
Any economic downturn or decline in the growth of the population in Taiwan may materially and adversely affect
our financial condition, results of operations and prospects.
We conduct most of our operations and generate most of our revenues in Taiwan. As a result, any decline
in the Taiwan economy or a decline in the growth of the population in Taiwan may materially and adversely affect
our financial condition, results of operations and prospects. In particular, Taiwan’s economy is highly dependent on
the technology industry, and any downturn in the global technology industry may have a material adverse effect on
Taiwan’s economy, which in turn, could adversely affect the demand for our products and services. There have also
been concerns over the armed conflicts and civil unrest in the Middle East, Africa and Ukraine, which has resulted
in higher volatility on oil prices and stock markets, which could have a material adverse effect on economies around
the world.
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As our business is significantly dependent on economic growth, any uncertainty or further deterioration in
economic conditions could have a material adverse effect on our financial condition and results of operations. We
cannot assure you that economic conditions in Taiwan will continue to improve in the future or that our business and
operations will not be materially and adversely affected by deterioration in the Taiwan economy.
We face substantial political risks associated with doing business in Taiwan, particularly due to domestic political
events and the tense relationship between the ROC and the People’s Republic of China, which could adversely
affect our financial condition and results of operations.
Our principal executive offices and substantially all of our assets are located in Taiwan, and substantially
all of our revenues are derived from our operations in Taiwan. Accordingly, our business, financial condition and
results of operations and the market price of our common shares and the ADSs may be affected by changes in
ROC governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social
developments in or affecting Taiwan which are outside of our control. Taiwan has a unique international political
status. Since 1949, Taiwan and the Chinese mainland have been separately governed. The People’s Republic of
China, or PRC, claims that it is the sole government in China and that Taiwan is part of China. Although significant
economic and cultural relations have been established between the ROC and the PRC, such as the engagement
of the Economic Cooperation Framework Agreement, or ECFA, in 2010, relations may become strained again.
In June 2013, the ROC government and the PRC government entered into the Cross-Strait Agreement on Trade
in Services pursuant to the ECFA. According to this agreement, both parties agreed to certain concessions on the
telecommunication industries. The Executive Yuan has submitted the Cross-Strait Agreement on Trade in Services
to the Legislation Yuan of Taiwan for ratification. As of March 31, 2015, the Cross-Strait Agreement on Trade in
Services has not yet been ratified by the Legislation Yuan. If the agreement is unable to be ratified by the Legislation
Yuan, our business operations in the PRC and our results of operation may be adversely affected. In addition, the
PRC government has refused to renounce the use of military force to gain control over Taiwan. Past developments in
relations between the ROC and the PRC have on occasion depressed the market prices of the securities of companies
in the ROC. Relations between the ROC and the PRC and other factors affecting military, political or economic
conditions in Taiwan could materially and adversely affect our financial condition and results of operations, as well
as the market price and the liquidity of our securities. In addition, the complexities of the relationship between the
ROC and PRC require companies involved in cross-strait business operations to carefully monitor their actions and
manage their relationships with both ROC and PRC governments. In the past, companies in the ROC, including
us, have received minor sanctions such as travel restrictions or minor monetary fines by the ROC and/or PRC
governments. We cannot assure you that we will be able to successfully manage our relationships with the ROC
and PRC governments for our cross-strait business operations, which could have an adverse effect on our ability to
expand our business and conduct cross-strait business operations.
Any future outbreak of contagious diseases may materially and adversely affect our business and operations, as
well as our financial condition and results of operations.
Any future outbreak of contagious diseases, such as avian influenza or Ebola virus, may disrupt our ability
to adequately staff our business and may generally disrupt our operations. If any of our employees is suspected
of having contracted any contagious disease, we may under certain circumstances be required to quarantine such
employees and the affected areas of our premises. As a result, we may have to temporarily suspend part or all of
our operations. Furthermore, any future outbreak may 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 future outbreak of contagious diseases would not have a material adverse effect on our financial condition and
results of operations.
Stockholders may have more difficulty protecting their interests under the laws of the ROC than they would under
the laws of the United States.
Our corporate affairs are governed by our articles of incorporation, the Telecommunications Act, and by the
laws governing corporations incorporated in the ROC. See “—Extensive regulation of our industry may limit our
flexibility to respond to market conditions and competition, and our business may suffer”. The rights of stockholders
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and the responsibilities of management and the members of the board of directors of Taiwan companies are
different from those applicable to a corporation incorporated in the United States. For example, controlling or major
stockholders of Taiwan companies do not owe fiduciary duties to minority stockholders. As a result, holders of our
common shares and ADSs may have more difficulties in protecting their interests in connection with actions taken
by our management or members of our board of directors than they would as public stockholders of a United States
corporation.
Our actual financial results may differ materially from our published guidance.
Prior to 2013, we used to voluntarily publish our operating results guidance on an annual basis in accordance
with ROC GAAP. Beginning in 2013, we continued to voluntarily publish our operating results guidance on an
annual basis in accordance with Taiwan IFRSs. We may from time to time update our operating results guidance
after evaluating the effects of any changes to the estimates and assumptions that we used to calculate our projections
of our operating results. Our projections are based on a number of estimates and assumptions that are inherently
subject to significant uncertainties and contingencies, including the risk factors described in this annual report. In
particular, our projections are forward-looking statements that are necessarily speculative in nature, and it can be
expected that one or more of the estimates on which the projections were based will not materialize or will vary
significantly from actual results, and such variances will likely increase over time.
Our results of operations and financial condition upon the adoption of Taiwan IFRSs may differ materially from
our reported results of operations and financial condition under IFRSs.
Prior to January 1, 2013, we prepared our consolidated financial statements in accordance with ROC GAAP
for purposes of our filings with the TWSE, with reconciliation of net income and balance sheet differences of our
consolidated financial statements to U.S. GAAP for certain filings with the SEC. Starting from January 1, 2013,
we have prepared our financial statements under 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. We no longer prepare any reconciliation of our consolidated
financial statements with U.S. GAAP. For more details, see “Item 3. Key Information—A. Selected Financial Data”
for the description about the adoption of Taiwan IFRSs.
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 2014 that are expected to be declared at our 2015 annual general stockholders’ meeting are calculated
based on Taiwan IFRSs. It is difficult for us to evaluate the precise impact of the adoption of Taiwan IFRSs and
IFRSs on our financial statements, because the FSC may issue new rules governing the adoption of Taiwan IFRSs
and as other laws and regulations may be amended with the adoption of 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 TWSE, which has a smaller market capitalization and is more volatile
than the securities markets in the United States and many European countries. The market value of our ADSs may
fluctuate in response to the fluctuation of the trading price of our common shares on the TWSE. The TWSE has
experienced substantial fluctuations in the prices and trading volumes of listed securities, and there are currently
limits on the range of daily price movements. During 2014, the TWSE Index peaked at 9,569.17 on July 15, 2014,
and reached a low of 8,264.48 on February 5, 2014. On April 20, 2015, the TWSE Index closed at 9,552.85. The
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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 lose our licenses for violations of limits on foreign ownership of our common shares, and
these limits may materially and adversely affect our ability to obtain financing.
The laws of the ROC limit foreign ownership of our common shares. Prior to March 1, 2006, the MOTC,
as the competent authority under the Telecommunications Act, had the power to prescribe the limits on foreign
ownership of our common shares. After the formation of the NCC on March 1, 2006, the NCC replaced the MOTC
as the competent authority under the Telecommunications Act pursuant to the National Communications Commission
Organization Act, or the Organization Act. The NCC and the MOTC reached an agreement on foreign ownership of
Chunghwa Telecom. An announcement issued by the MOTC on December 28, 2007 stipulated that direct holdings
by foreign investors in Chunghwa Telecom cannot exceed 49% of our outstanding share capital and the total direct
and indirect holdings by foreign investors cannot exceed 55% of our outstanding share capital. As of April 20, 2015,
foreign direct holdings of our outstanding share capital is at 16.76%. If we fail to comply with the applicable foreign
ownership limitations, our licenses to operate some of our businesses could be revoked. Moreover, we cannot predict
the manner in which the NCC will exercise its authority over us, or whether 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 because we have no ability to stop transfers among
stockholders, or force particular stockholders to sell their shares, we may be subject to monetary fine or lose our
licenses through 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 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:
zz distribution of share dividends or free distribution of our common shares;
zz exercise of preemptive rights of ADS holders applicable to the common shares evidenced by our ADSs in the
event of capital increases for cash; or
zz purchases of our common shares in the domestic market in Taiwan by the investor directly or through the
depositary and delivery of such shares or delivery of our common shares held by such investors to the
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custodian for deposit into our ADS program, subject to the following conditions: (a) the depositary may
accept deposit of those shares and issue the corresponding number of ADSs with regard to such deposits only
if the total number of ADSs outstanding after the deposit does not exceed the number of ADSs previously
approved by the Securities and Futures Bureau, plus any ADSs issued pursuant to the events described above;
and (b) this deposit may only be made to the extent previously issued ADSs have been cancelled.
As a result of the limited ability to deposit common shares into our ADS program, the prevailing market price
of our ADSs on the New York Stock Exchange 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 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:
zz the proceeds of the sale of common shares represented by ADSs or received as share dividends with respect
to the common shares and deposited into the depositary receipt facility; and
zz any cash dividends or distributions received from the common shares represented by ADSs.
In addition, the depositary may also convert into NT dollars incoming payments for purchases of common
shares for deposit in the depositary receipt facility against the creation of additional ADSs. If you withdraw the
16
common shares underlying your ADSs and become a holder of our common shares, you may convert into NT dollars
subscription payments for rights offerings. The depositary may be required to obtain foreign exchange approval from
the Central Bank of the ROC (Taiwan) on a payment-by-payment basis for conversion from NT dollars into foreign
currencies of the proceeds from the sale of subscription rights of new common shares. Although it is expected
that the Central Bank of the ROC (Taiwan) will grant approval as a routine matter, required approvals may not be
obtained in a timely manner, or at all.
Under the ROC Foreign Exchange Control Law, the Executive Yuan of the ROC may, without prior notice but
subject to subsequent legislative approval rendered within ten days from such imposition, impose foreign exchange
controls or other restrictions in the event of, among other things, a material change in domestic or international
economic conditions which might threaten the stability of the domestic economy in Taiwan.
You are required to register with the TWSE and appoint several local agents in Taiwan if you withdraw common
shares from our ADS facility and become our stockholder, which may make your ownership burdensome.
If you are a non-ROC person and wish to withdraw common shares represented by your ADSs from our
ADS facility and hold those common shares, you are required under the current laws and regulations of the ROC
to appoint an agent, also referred to as a tax guarantor, in the ROC for filing tax returns and making tax payments.
A tax guarantor must meet certain qualifications set by the Ministry of Finance of the ROC and, upon appointment,
becomes a guarantor of your ROC tax obligations. If you wish to repatriate profits derived from the sale of
withdrawn common shares or cash dividends or interest on funds derived from the withdrawn common shares, you
will be required to submit evidence of your appointment of a tax guarantor and the approval of the appointment by
the ROC tax authorities. You may not be able to appoint and obtain approval for a tax guarantor in a timely manner.
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 abolished on December 24, 2014. The common shares of the Company have
been listed on the TWSE under the number “2412” since October 2000 and its ADSs have been listed on the New
York Stock Exchange under the symbol “CHT” since July 2003. In August 2005, we became a privatized company
as the ownership by the government of the ROC was reduced to less than 50%. Today, we are the largest full
telecommunication service provider in Taiwan. Our principal executive offices are located at 21-3 Hsinyi Road,
Section 1, Taipei, Taiwan, ROC, and our telephone number is (886) 2-2344-5488. Our website address is http://
www.cht.com.tw. The information on our website does not form a part of this annual report. Our agent for service of
process in the United States is CT Corporation System, 111 Eighth Avenue, New York, NY 10011.
We are the largest telecommunications service provider in Taiwan and one of the largest in Asia in terms of
revenue. As an integrated telecommunications service provider, our principal services include:
zz domestic fixed communications services, including local and domestic long distance telephone services,
broadband access services, local and domestic long distance leased line services, Wi-Fi services, MOD
services, domestic data services and other domestic services;
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zz mobile communications services, including mobile services, sales of mobile handsets, tablets, data cards and
other mobile services;
zz internet services, including HiNet, our internet service, internet value-added services, or VAS, data
communication services, internet data center services, and other internet services;
zz international fixed communications services, including international long distance telephone services,
international leased line services, international data services, satellite services and other international services;
and
zz other services, including non-telecom services.
In addition to these traditional telecommunication services, we also focus on selected ICT services and
advanced development.
For each of our key services, we enjoy leading positions across a number of areas in terms of both revenues
and customers:
zz we are Taiwan’s largest fixed communications services provider as well as Taiwan’s largest mobile
communications service provider;
zz we are Taiwan’s largest broadband access provider; and
zz we are Taiwan’s largest internet service provider.
In 2014, our revenues were NT$226.6 billion (US$7.2 billion), our consolidated net income was NT$37.6
billion (US$1.2 billion) and our basic earnings per share was NT$4.77 (US$0.15).
In 2014, we made capital expenditures totaling NT$32.6 billion (US$1.0 billion), of which 50% was related
to our domestic fixed communications business, 30% was related to our mobile communications business, 14%
was related to our internet business, 4% was related to our international fixed communications business and 2%
was related to our other businesses. 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 we are well positioned to take advantage of the increasing opportunities in the
telecommunications market in Taiwan as new technologies evolve. In particular, we have maintained our leading
market share in mobile communications and internet services. Furthermore, we have enjoyed greater flexibility in
making purchasing and other business decisions after we were privatized in August 2005.
We believe that further deregulation and market liberalization will continue to drive the growth of the overall
market for telecommunications services in Taiwan, as well as the development of new products and services. We
expect to benefit from additional opportunities as the telecommunications market in Taiwan continues to grow.
We believe that our primary competitive strengths are:
zz our broad customer base in Taiwan;
zz our position as an integrated, full-service telecommunications provider in Taiwan; and
zz our capital resources and technology, which we believe we can build on to expand our leading position in the
mobile communications and internet services markets, including through our continued construction of our
existing 4G mobile networks, our expansion of FTTx broadband access services, IP-based MOD services,
fixed-line/mobile VAS and cloud computing related services.
We have a broad customer base in Taiwan.
We are the largest telecommunications service provider in Taiwan with a broad customer base across all of
our service offerings. Despite deregulation and an increase in competition in the Taiwanese telecommunications
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industry, we have maintained a market leading position in our primary service offerings of fixed communications,
mobile communications and internet services. We believe our broad customer base in each of our service offerings
grants us a distinct competitive advantage to maintain our existing customers and attract new customers and
increases the chance of success for the launch and popularization of new products. As the telecommunications
industry continues its trend of converging fixed communications, mobile communications and internet services,
we believe that our comprehensive service offerings place us in a strong position to offer converged products and
services to our customers. In addition, by leveraging our data-mining capacity and business intelligence analysis
tools, we are able to adopt marketing initiatives to target different customer groups’ interests and preferences and
increase the effectiveness of our cross-marketing efforts of our products and services to our existing customers.
We are an integrated full-service telecommunications provider in Taiwan.
We are the largest telecommunications service provider in Taiwan with a leading position in fixed
communications services, mobile communications services and internet services.
Broad range of communications products and services. We believe that our ability to provide an attractive
and comprehensive range of telecommunications services positions us to provide bundled and VAS to our business
and residential customers. In addition, we are able to offer innovative integrated services and tariff packages to meet
the specific needs of our customers.
Broad network coverage. The breadth of our network and our ownership of the “last-mile” infrastructure in
Taiwan, which comprises the connection between the local telephone service provider’s switching centers to the
end-users’ buildings or homes, provides us with access to existing and potential customers and creates a platform for
expanding our services. In order to provide higher bandwidth services for our customers, we have been constructing
our FTTx network since 2003. We have successfully migrated many of our customers from lower-speed to higher-
speed internet access services and upgraded ADSL subscribers to FTTx, which offers even higher speeds by using
fiber optic technology. The number of our FTTx subscribers has exceeded that of our ADSL subscribers since 2011.
As of December 31, 2014, network coverage of FTTx with speeds of 100 Mbps and higher was approximately
86.77%. In addition, our mobile communications network provides 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 is high, such as urban areas, airports and
convenience stores.
Brand awareness, distribution channels and customer service. Our principal brands “Chunghwa Telecom,”
“emome” and “HiNet” have a reputation for quality and reliability. We serve our large and well-established customer
base through our extensive customer service network in Taiwan. See “—B. Business Overview—Marketing, Sales
and Distribution—Sales and Distribution”. We are continuing to expand and transform our retail stores while
increasing the number of our service centers throughout Taiwan. We also offer comprehensive and high-quality point
of sale and after sale services in our service centers, stores and over the internet. Our extensive sales and distribution
channels help us attract additional customers and develop new business opportunities. In 2014, we obtained several
domestic and international awards which recognized our service quality, corporate governance and our fulfillment
of corporate social responsibility. In the Reader’s Digest Trusted Brands Awards, we have stood out and won the
Platinum Award of Telecom Company in Taiwan for ten consecutive years since 2005. We were also awarded the
Best Benchmarking Enterprise Award of Telecom Company in Taiwan by the Common Wealth Magazine in 2014.
In addition, we were ranked A++ in “Transparency and Information Disclosure” by the Taiwan Securities and Futures
Institute for nine consecutive years since 2006.
Operational expertise. Our management and employees have extensive operating experience and technical
knowledge, which we believe cannot be easily replicated by competitors. We also believe we will continue to attract
and retain high quality employees.
We have the capital resources and technology to enhance our leading position.
Strong capital structure. We believe we have great financial resources in Taiwan. Our low debt-to-equity
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capital structure, together with our strong operating cash flows, provides us with the flexibility and resources to
invest in capital intensive and growing businesses. In particular, we continue to invest in broadband internet protocol
networks, fiber-optic networks, and 4G mobile communications networks and services. We will continue to make
investments in or to acquire other companies which provide complementary telecommunications and internet-related
services to further expand our business and offer new products and services.
Advanced network technology. In 2014, we upgraded our FTTx access networks to FTTH access networks,
aiming at promoting our broadband services from megabit connectivity to gigabit connectivity and strengthening
our leading position in bandwidth services in our industry. We have also continued to deploy our 4G 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.
Research and development expertise. As of March 31, 2015, we employed 2,287 research professionals and
engineers whose principal focus is to develop advanced network services and operation support systems and to build
selected core technologies. In 2014, our research and development expenses accounted for 1.5% of our revenues. We
believe our focus on research and development will allow us to efficiently develop and deploy new technologies and
services ahead of our competitors.
Business Strategies
Our key strategic objectives are to maintain our position as a leading integrated telecommunications services
provider in Taiwan and to enhance our leadership position in growing markets, such as fixed-line, mobile data, and
VAS. By leveraging our solid customer base, expanded network capacity and enhanced network capability, we have
been continuously enhancing our fixed and mobile VAS offerings and promotion. We have also introduced new ICT
services as well as cloud computing services by leveraging enterprise high speed broadband demand to offer VAS
and explore emerging service.
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
Our core strengths are the management of telecommunication networks and the provision of services over
these networks. We currently operate several networks linked by a core backbone infrastructure consisting of public
switched telephone, cellular, ADSL, FTTx and internet protocol networks. Our strategy for each network differs
depending on the market dynamics and future growth prospects of services delivered over these networks. In
general, we endeavor to maintain our strong market position and seek to expand the scope of our business beyond
network services by offering VAS to capture new opportunities and generate revenue growth.
Broadband services: We strive to maintain our broadband market share. We typically realize higher average
revenue per user, or ARPU, for our FTTx internet services, and we expect to continue to offer various incentives
for our ADSL customers to upgrade to FTTx services. Therefore, we are continuing the build-out of our FTTx
infrastructure, especially FTTH construction, to monetize our investment, instead of network coverage enhancement.
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.
Mobile Communications: We obtained the 4G license in April 2014 and launched our 4G services in May
2014. Our strategy for mobile services includes the following initiatives:
zz Accelerating 4G network construction to accommodate the increasing mobile data usage from consumers as a
result of the growth of connected devices, such as smartphones and tablets;
zz Encouraging the migration of 2G service subscribers to 3G and 4G services by offering promotions on
various mobile handsets combined with attractive VAS and product packages;
zz Introducing low- to mid-tier smartphones to expand our mobile internet subscriber base; and
zz Constructing more Wi-Fi hotspots to offer more wireless internet access service and to offload data traffic
from our mobile networks; we expect to operate over 55,000 Wi-Fi hotspots by the end of 2015.
20
Internet services: Our strategy for internet services is to continue to build on the success of our HiNet internet
services and enhance our internet VAS, such as online games, internet music, internet banking and internet protocol
video services, including hiChannel, an internet platform where customers can view videos and multimedia content.
In addition, to cater to customers’ increasing demand for e-commerce payment systems, we are also developing a
trusted service manager, or TSM, a platform to support multiple payment interfaces supporting mobile payment and
third-party payment. The TSM platform commercial service launched on December 30, 2014 and provides mobile
phone users a variety of payment methods. We are currently cautiously evaluating the timing to launch third-party
payment services.
Emerging services: Our emerging services primarily include ICT and cloud computing services. We have been
providing ICT services since 2009. We continue to leverage our core telecommunication infrastructure and services
to expand ICT services, including intelligent energy network, or iEN, intelligent transportation service, or ITS,
Internet of Things, or IoT, and smart city services. Our experience with ICT services positions us well to develop
and offer cloud computing services. Underpinning the rollout of our cloud computing services is our capability
and experience in offering data center services to corporate customers, which includes our ongoing initiative to
build the largest cloud computing data center in Taiwan in anticipation of the growing demand for this service. In
2013, we began the construction of our cloud data center in Panchiao, New Taipei City. The Panchiao Internet Data
Center, or IDC, is expected to commence operations in late 2015 and will offer high reliability, high speed and high
security cloud services to multi-national and domestic corporate customers. With the strength and reliability of our
technologies and services, we believe that we have the competitive advantages to continue expanding our cloud
computing services in the future.
We consistently expand the scope and variety of our integrated services to create more value for our
customers. For example, we are developing an over the top, or OTT, platform and building relationships with content
providers and service providers to offer attractive content and services over the platform. At the end of 2014, we
introduced the “Chunghwa Film” application. Connected with Google Chromecast, Google’s new media streaming
device, customers can use the “Chunghwa Film” application to synchronize and access audio and video content on
their smartphones, tablets, PCs and connected TVs over Wi-Fi.
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.
In order to ensure that our quality of service will translate into strong customer loyalty, we continue to focus
on and invest in the provision of a full range of services that emphasize customer care from the point of sale onward.
For example, we have extended the focus of our corporate customer services from major accounts to include small
and medium-sized enterprises and in January 2007 established our Enterprise Business Group. As of December 31,
2014, our Enterprise Business Group employed 492 professionals and offered packaged and customized services,
customer-oriented solutions and integrated ICT services. We have completed the integration of our call centers,
all of which can now be reached by calling a single number “123”. We offer 24-hour customer service, including
the handling of service and billing inquiries. To improve the quality of our customer services, we implemented a
customer relationship management system, which encompasses, among other things, a customer complaint system,
a business information database for the use of our call centers, and a data mining system to enhance our sales and
market analysis efforts.
In addition, we own hundreds of physical service stores, and we will continue to renovate our traditional
service stores to enhance user experience. Please refer to “—Competitive Strengths—We are an integrated full-
service telecommunications provider in Taiwan” for a discussion of our distribution channels.
21
Improve operational efficiency and cost structure
We have historically been focused, and will continue to focus, on cost control, particularly in the areas of
network efficiencies and personnel costs. We expect to further improve our operational efficiency and cost structure
by migrating to more advanced networks and sophisticated operational support systems, and efficiently managing
our workforce.
Capital expenditures. Our long-term goal is to optimize our capital expenditures by focusing on investing in
innovative products and services with attractive return profiles. To catch up with the fast evolution of digital devices
and network applications, we continue the construction of our fiber-based fixed-line and mobile network to increase
the network bandwidth and enhance operational efficiencies. In particular, following our “precision construction”
policy to enhance equipment utilization rate and improve management efficiency, we continue to accelerate LTE
network construction to enhance population coverage, construct high capacity Wi-Fi/Fiber-Wireless networks to
offload mobile network traffic, and prioritize FTTH construction to improve operational efficiency and reduce
operating cost. We will continue to leverage our core telecommunication infrastructure and services to expand the
ICT business, including cloud services, enterprise total solutions and government projects.
Personnel costs. We seek to improve our operational efficiency by reducing our personnel costs. For
example, we offered voluntary retirement programs once each year since 2005, which resulted in reductions of 7,060
employees in total as of December 31, 2014. We also hired more than 4,434 new employees after our privatization
in August 2005. Since then, we continued to align our organizational structure by integrating various operating
units and departments. We will also continue to reallocate our personnel from traditional fixed-line services to our
growing businesses and to our marketing and corporate customer services departments. On January 30, 2013, we
set up Honghwa International Co., Ltd. (formerly known as Honghwa Human Resources Co., Ltd.), or Honghwa, in
order to provide on-site equipment installation services to our customers and the customers of other companies that
have signed service agreements with Honghwa.
Expand our business through alliances, acquisitions and investments
We continuously expand our business in high-growth areas, such as ICT and cloud 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.
Alliances. We have formed and will continue to pursue alliances with information content providers,
multimedia 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 also aim to develop
the city of industry technology intelligence. In December 2013, we formed the Taiwan Intelligent Aerotropolis
Association, an association that focuses on the research, development and application of telecommunication and
aerotropolis technology, together with other telecommunications enterprises and equipment suppliers. The formation
of the association has strengthened our leading position in the industry and further supplemented our capability to
develop smart city and aerotropolis products and services. On January 17, 2014, we entered into a memorandum
of understanding with Delta Electronics, Inc., under which both parties agree to coordinate and to develop
environmentally friendly solutions for energy saving in telecommunications industry. In February 2014, we joined
KDDI Corp. based in Japan, SK Planet Co., Ltd. based in South Korea and HKT Limited based in Hong Kong to
form the Asia NFC Alliance, which aims to extend existing near-field-communication, or NFC, services beyond
national bounders to further accelerate the adoption of convenient and compatible NFC services worldwide. In April
2014, we entered into a memorandum of cooperation with HTC Corp. to establish the dual leading brands in 4G
LTE, promoting the new mobile life experience. In June 2014, we entered into a joint research agreement with NTT
DATA Corp. in connection with the researches on software-defined network, or SDN, technologies and the relevant
applications. In August 2014, we entered into a memorandum of understanding with Intel Corp. to jointly accelerate
innovation and growth on IoT, cloud computing, and SDN, as well as the new applications of IoT.
Acquisition and Investments. We have focused our acquisition strategy on making acquisitions of companies
that we believe to be complementary to our long-term strategic goals. In addition, after our privatization, we have
focused our investment strategy on the development of new businesses and the enhancement of our operation
22
efficiency. Recently we have entered into the following notable transactions:
In February 2012, we subscribed for shares of China Airlines Ltd. in an equity offering and became a 5.07%
stockholder of China Airlines Ltd. We expect to leverage China Airlines Ltd.’s expertise and operational experience
within the tourism and transportation industries to develop relevant ICT services, including intelligent tourism
and transportation cloud services. We have developed a tourism cloud platform to provide travel information and
products as well as physical and virtual channels to facilitate the operation of different parties in the tourism industry.
In January 2013, we set up Honghwa in order to provide on-site equipment installation services to our
customers and the customers of other companies that have signed service agreements with Honghwa.
In November 2013, Taiwan Mobile Co., Ltd., or Taiwan Mobile, Asia Pacific Telecom, or APT, Vibo Telecom,
or Vibo, EasyCard Corporation, Far EasTone Telecommunications Co., Ltd., or Far EasTone, and us established the
Alliance Digital Technology Co., Ltd., or ADT, which mainly engages in the development of mobile payments and
information processing services. We owned a 13.33% equity interest in ADT and had one seat out of five seats on the
board of directors of ADT as of December 31, 2014.
In February 2014, we, together with Benefit One Asia Pte. Ltd., established Chunghwa Benefit One Co.,
Ltd., or Chunghwa Benefit One, and we owned a 50% equity interest in Chunghwa Benefit One. Chunghwa Benefit
One mainly engages in providing an e-commerce platform for enterprises to provide employee benefits and for
individuals.
Please also see notes 3 and 16 to our consolidated financial statements included elsewhere in this annual
report for our current strategic investments.
Going forward, we may consider making other equity investments and acquisitions that we believe are
complementary to our business and strategic goals. Our future investment will be aimed at expanding our business
scale and scope, making better use of our research and development resources and operational experience and
increasing our revenues through investing mainly in six strategic areas, such as IoT, info-security, OTT, mobile VAS,
enterprise business and IDC/Cloud.
Maintain focus on maximizing stockholder value
We are committed to maximizing stockholder value and intend to maintain a sustainable dividend policy.
Following our privatization, we have more flexibility to implement capital management initiatives, including
possible repurchases of our outstanding common shares and increases in our leverage through debt financing.
Under the ROC Company Act, companies are allowed to distribute special cash dividend from capital surplus.
At our annual general stockholders’ meeting held on June 24, 2014, our stockholders approved the distribution
of NT$16.6 billion from capital surplus, and such amount was subsequently paid in August 2014. See “Item 5.
Operating and Financial Review and Prospects—Overview—Effect of adopting Taiwan IFRSs on our dividends and
employee bonuses.”
B. Business Overview
Our Principal Lines of Business
Our core business segments are our domestic fixed communications business, mobile communications
business, internet business and international fixed communications business. The selected financial data for the years
ended December 31, 2012, 2013 and 2014 have been prepared and presented in accordance with IFRSs as issued by
the International Accounting Standards Board.
Domestic Fixed Communications Business
The provision of domestic fixed communications services is one of our principal business activities. Our
domestic fixed communications business includes local telephone services and domestic long distance telephone
services, broadband access services, local and domestic long distance leased line services, Wi-Fi services,
multimedia on demand services, and other domestic services including ICT, corporate solution services, cloud
23
computing services. We are the largest provider of local and domestic long distance telephone services in Taiwan.
We also provide interconnection with our fixed-line network to other mobile and fixed-line operators. Our revenues
from domestic fixed communications services were NT$76.1 billion, NT$73.5 billion and NT$72.1 billion (US$2.3
billion), respectively, in 2012, 2013 and 2014, representing 34.4%, 32.2% and 31.8% of our total revenue in such
periods. In general, we expect that revenues from our domestic fixed communications business as a percentage of
our total revenues will continue to decline primarily due to mobile and VoIP substitution.
Local Telephone
The following table sets forth our revenues from local telephone services for the periods indicated.
Local telephone revenues:
Usage
Subscription
Interconnection
Pay telephone
Other
Total
2012
NT$
20.1
16.4
1.2
0.4
2.8
40.9
Year Ended December 31
2013
NT$
(in billions)
2014
NT$
US$
(in millions)
17.9
16.4
1.0
0.3
2.2
37.8
16.0
16.3
0.9
0.3
2.1
35.6
506.8
514.3
29.9
9.5
66.3
1,126.8
We provide local telephone services to approximately 11.4 million customers in Taiwan. Our fixed-line
network reaches virtually all homes and businesses in Taiwan. Revenues from local telephone services comprised
18.5%, 16.6% and 15.7% of our total revenues in 2012, 2013 and 2014, respectively. Approximately 73.9% of our
local telephone customers as of December 31, 2014 were residential customers. We are currently the leader of the
local telephone service market, with an average subscriber market share of approximately 95.0%, 94.6% and 94.3%
in 2012, 2013 and 2014, respectively.
The following table sets forth information with respect to our local telephone customers and penetration rates
as of the dates indicated.
2012
As of December 31
2013
(in thousands, except percentages
and per household data)
2014
Taiwan population(1)
Fixed line customers:
Residential
Business
Total
Growth rate (compared to the same period in the prior year)
Penetration rate (as a percentage of the population)
Lines in service per household
23,316
8,728
3,061
11,790
(2.4)%
50.6%
1.07
23,374
8,555
3,017
11,572
(1.8)%
49.5%
1.03
23,434
8,395
2,970
11,365
(1.8)%
47.5%
1.00
(1) Data from the Department of Population, Ministry of the Interior, ROC.
With the continued development of mobile technologies and the disconnection of additional lines for dial-up
services, demand for local customer lines has been declining. The number of fixed-line customers decreased by 2.4%
in 2012 compared to 2011, 1.8% in 2013 compared to 2012 and 1.8% in 2014 compared to 2013. We attribute the
decrease in fixed-line customers to a general industry-wide trend of migrating from fixed-line services to mobile and
internet telephony services.
The following table sets forth information with respect to local telephone usage for the periods indicated.
24
Minutes from local calls(1)(2)
Growth rate (compared to the same period in the prior year)
Year Ended December 31
2013
(in millions, except percentages)
12,942
(9.9)%
2012
14,368
(7.7)%
2014
11,567
(10.6)%
(1) Includes minutes from local calls made on pay telephones and minutes from fixed line-to-mobile calls.
(2) Calls to our HiNet internet service, which are recorded as part of our internet services, are not included in our
local call minutes or revenues.
Minutes from local calls decreased in 2012, 2013 and 2014 due to the impact of mobile substitution and
increased use of VoIP applications.
We charge our local telephone service customers a monthly fee and a usage fee. We also charge separate fees
for some VAS. The monthly fees for our primary tariff plans are NT$70 for residential customers and NT$295 for
business customers. Our primary peak time usage fee is NT$1.6 for three minutes, and our off-peak usage fee is
NT$1.0 for ten minutes. Our usage fees are the same for residential and business customers.
The following table sets forth information with respect to the average local telephone usage charge per
minute for the periods indicated.
Average local telephone usage fee (per minute)
Growth rate (compared to the same period in the prior year)
2012
NT$
1.41
3.7%
Year Ended December 31
2013
NT$
1.39
(1.4)%
2014
NT$
1.39
—
Average per minute usage charges increased 3.7% to NT$1.41 in 2012, and we attribute this increase to the
fact that users with lower average tariffs switched to using VoIP telephony services to a greater extent than users
with higher average tariffs. However, average per minute usage charges decreased 1.4% to NT$1.39 in 2013, mainly
due to more users switching to use mobile phones and VoIP telephony services, which also led to the decreases in
total revenue derived from local telephone. Average per minute usage charges remained relatively stable from 2013
to 2014. Part of our competitive strategy is to offer customers innovative products and services intended to both
secure customer loyalty and increase revenues. In particular, our VAS offerings are designed to increase our call
revenues by increasing the number of calls our customers make and by receiving fees for usage of the VAS. These
services include call waiting, caller identification, call forwarding, three-party calls, ring back tone and voicemail.
Domestic Long Distance Telephone
We provide domestic long distance telephone services in Taiwan. Total revenues from domestic long distance
telephone services were NT$3.8 billion, NT$3.5 billion and NT$3.3 billion (US$0.1 billion) in 2012, 2013 and 2014,
respectively, representing 1.7%, 1.5% and 1.5% of our total revenues in such periods. This decrease was mainly due
to the increased use of mobile services and VoIP applications. Our average market share by minutes in the domestic
long distance market was approximately 75.4%, 76.6% and 80.5% in 2012, 2013 and 2014, respectively.
The following table sets forth information with respect to usage of our domestic long distance telephone
services for the periods indicated.
Domestic long distance telephone service usage (minutes)
Growth rate (compared to the same period in the prior year)
Year Ended December 31
2013
(in millions, except percentages)
3,288
2012
3,354
2014
3,084
4.7%
(2.0)%
(6.2)%
25
Along with the mandatory tariff reduction for domestic long distance telephone services, the minutes of use
increased in 2012. See “Item 5. Operating and Financial Review and Prospects—Overview—Tariff adjustments”.
Call minutes declined in 2013 and 2014. We expect the minutes of use for domestic long distance calls will continue
to decline as a result of traffic migration to mobile services and increased use of VoIP applications.
The following table sets forth information with respect to the average domestic long distance telephone usage
charge per minute for the periods indicated.
Average domestic long distance telephone usage fee (per minute)
Growth rate (compared to the same period in the prior year)
2012
NT$ 0.90
Year Ended December 31
2013
NT$ 0.84
(41.2)%
(6.6)%
2014
NT$ 0.85
1.2%
According to the resolution released by the NCC on November 30, 2011, we reduced our peak hours
domestic long distance rate from NT$0.032 per second to our current rate of NT$1.6 per three minutes, and off-
peak hours rate from NT$0.023 per second to our current rate of NT$1.0 per three minutes, in January 2012. All
domestic long distance calls, regardless of the distance between the calling parties, are subject to the same tariff.
For more details of the NCC’s mandatory tariff reduction, please see “Item 5. Operating and Financial Review and
Prospects—Overview—Tariff adjustments”. Our average domestic long distance usage charge per minute decreased
41.2% in 2012 due to the mandatory tariff reduction mentioned above. The slight difference in the average domestic
long distance usage charge per minute in 2012 and 2013 was due to the higher tariff in early January 2012 before the
tariff reduction mentioned above. Our average domestic long distance usage charge per minute increased 1.2% in
2014.
We provide so-called “intelligent” network services over our domestic long distance network, including toll-
free calling and virtual private networks, or VPN, services and others. We also focus on offering our customers an
increasing number of VAS with flexible tariff packages.
Broadband (FTTx and ADSL) Access
We provide broadband internet access through connections based on our FTTx and ADSL technologies.
FTTx generally offers a faster access medium for our internet customers compared to ADSL by using fiber optic
technology. We are continuing the build-out of our FTTx infrastructure. Since 2014, we shifted our focus more on
FTTH construction.
The following table sets forth our revenues from our broadband access services for the periods indicated.
Broadband access revenues:
Broadband access (FTTx and ADSL)
2012
NT$
Year Ended December 31
2013
NT$
(in billions)
2014
NT$
19.1
19.1
19.1
We provide broadband access services to other internet service providers that do not have their own network
infrastructure, and as a result, our broadband customers also include some customers that use only our broadband
data access lines and choose another provider for internet service provider, or ISP, services.
From 2012 to 2014, we continued accelerating our high speed FTTx household coverage. We currently
offer various promotional packages to encourage more migration of our ADSL subscribers to our FTTx service and
migration of our FTTx subscribers to higher speed FTTx service. In 2014, FTTx revenue reached 83.5% of our total
broadband revenue. As of December 31, 2014, 67.2% of HiNet subscribers accessed the internet through our FTTx
service, and we expect this ratio to increase in the future as a result of these promotional measures. As of December
31, 2014, 91.1% of our FTTx service customers subscribe HiNet ISP service.
Our subscriber market share of Taiwan’s broadband market was approximately 79.2%, 77.7% and 76.7% in
26
2012, 2013 and 2014, respectively.
The following table sets forth our broadband service customers as of each of the dates indicated.
FTTx service customers (in thousands)
ADSL service customers (in thousands)
Average downlink speed (Mbps)
2012
2,719
1,839
16.3
As of December 31
2013
2,955
1,598
26.9
2014
3,120
1,419
34.5
Our FTTx service offers downlink speeds of 6, 20, 60, 100 and 300 Mbps matched with uplink speeds of 2,
5, 20, 40 and 100 Mbps, respectively. Our ADSL service offers downlink speeds that range from 2 Mbps to 8 Mbps
and uplink speeds that range from 64 kilobits per second, or Kbps, to 640 Kbps.
We have experienced competition in broadband from cable operators and other fixed-line operators. In
addition, as faster wireless technologies, such as 4G LTE, have been deployed, some customers have replaced
fixed broadband services with high-speed mobile broadband services. Our strategy is to continue the migration
of ADSL subscribers to FTTx and the migration of FTTx subscribers to higher speed FTTx so as to maintain our
competitiveness. In addition, in order to strengthen customer loyalty, we have provided free speed upgrades for
broadband customers since August 2010. In recent years, we further reduced our broadband tariff, especially for
higher speed services, in order to speed up the migration to fiber solutions and facilitate the take-up of relevant
applications. Although the lower broadband tariff had a temporary impact on our revenue, we believe the speed
upgrade will have a positive effect on our promotion of broadband VAS in the long run.
Charges for our HiNet dial-up service include a monthly fee entitling the customer to a fixed number
of minutes of service, with an additional charge per minute when the fixed number of minutes is exceeded.
Alternatively, we offer our HiNet dial-up customers an unlimited number of minutes for a fixed monthly fee.
Charges for our FTTx and ADSL services include one-time installation charges and monthly subscription fees. These
charges for our FTTx and ADSL services vary based on connection speed.
The following table sets forth our ARPU for each of the periods indicated.
ARPU for HiNet dial-up services per month(1)
ARPU for FTTx services per month(2)
ARPU for ADSL services per month(3)
Year Ended December 31
2013
NT$
11
859
424
2012
NT$
15
895
437
2014
NT$
10
838
405
(1) ARPU for HiNet dial-up services per month is calculated as the sum of (a) local telephone usage revenues
generated by HiNet dial-up subscribers for the relevant period divided by the average of the number of our
HiNet dial-up subscribers on the first and last days of the period divided by the number of months in the
relevant period and (b) internet access revenues for the relevant period divided by the average of the number
of our HiNet dial-up subscribers on the first and last days of the period divided by the number of months in the
relevant period.
(2) ARPU for FTTx services per month is calculated as the sum of (a) FTTx access revenues for the relevant period
divided by the average of the number of our FTTx access customers on the first and last days of the period
divided by the number of months in the relevant period and (b) HiNet FTTx ISP service revenues divided by
the average of the number of HiNet FTTx ISP service subscribers on the first and last days of the period divided
by the number of months in the relevant period.
(3) ARPU for ADSL services per month is calculated as the sum of (a) ADSL access revenues for the relevant
period divided by the average of the number of our ADSL access customers on the first and last days of the
period divided by the number of months in the relevant period and (b) HiNet ADSL ISP service revenues
divided by the average of the number of HiNet ADSL ISP service subscribers on the first and last days of the
period divided by the number of months in the relevant period.
27
The overall decline of our broadband ARPU was due to (1) the NCC mandatory tariff reduction and (2) the
promotional packages and discounts provided for existing customers. For more details of the NCC’s mandatory tariff
reduction, please see “Item 5. Operating and Financial Review and Prospects—Overview—Tariff adjustments.”
Leased Line Services—Local and Domestic Long Distance
We are the leading provider of domestic leased line services in Taiwan. Leased line services involve offering
exclusive lines that allow point-to-point connection for voice and data traffic. Leased lines are used by business
customers to assemble their own private networks and by telecommunications service providers to establish
networks to offer telecommunications services.
We provide data transmission services to major corporate customers in Taiwan. We also provide leased lines
to other mobile and fixed-line service operators for interconnection with our fixed-line network and for connection
within their networks.
The following table shows the bandwidth of local and domestic long distance lines leased to third parties as
of each of the dates indicated.
Total bandwidth
2012
As of December 31
2013
(in gigabits per second, or Gbps)
1,054.7
1,294.6
2014
1,359.1
The total bandwidth of local and domestic long distance lines leased to third parties decreased from 2012 to
2013 primarily due to the general trend of migrating to broadband services and the increased competition from other
service providers constructing their own lines. In 2014, the total bandwidth of local and domestic long distance lines
leased to third parties increased mainly due to the demand of the bandwidth of backbone network for 4G mobile
services.
Rental fees for local leased lines are generally based on transmission speed while domestic long distance
leased line rental fees are generally based on transmission speed and distance. We continue to experience a decline
in rental fees for all of our leased line products. We attribute the general decline in rental fees since 2000 to a general
migration toward broadband services and increased competition from other service providers constructing their own
lines mentioned above. In response, we continue to implement marketing and service campaigns to retain our high-
value corporate customers for our leased line products. Our local and domestic long distance leased line services
revenues were NT$5.5 billion, NT$5.1 billion and NT$4.6 (US$0.1 billion) in 2012, 2013 and 2014, respectively.
Although the bandwidth leased to third parties increased in 2014, the revenue decreased year over year mainly due
to the decline in rental fees described above.
Wi-Fi Services
We launched our wireless local area network service in May 2002. As of December 31, 2012, 2013 and 2014,
we had a total of approximately 1,280,315, 1,816,090 and 2,083,900 residential and business customers that leased
our access points, respectively. In addition, we had established 50,000 hot spots in public areas by the end of 2014,
such as convenience stores, airports and international convention centers, where our smartphone subscribers can
access our Wi-Fi network and help to offload mobile data network traffic.
MOD Services
Using video streaming technology through a set top box that connects to our FTTx and ADSL data
connections, our MOD customers can access TV programs, video-on-demand and other services. We had over
161 broadcasting channels and over 12,000 hours of on-demand programs and served approximately 1.3 million
customers as of December 31, 2014. Also, as of December 31, 2014, we offered 98 high definition, or HD, channels
and other HD video-on-demand programming, such as sports, movies and knowledge materials. Since 2013, we
offered “TV Everywhere” service for our MOD subscribers to enjoy a seamless program viewing experience across
multiple platforms, including smartphones, tablets and PCs. In addition to our regular packaged offerings, we also
28
launched special packages such as “Film 199” in 2013, “Drama 199” and “Hollywood 199” in 2014. As a result of
the continuous increase in the number of subscribers that purchased packaged offering, our MOD revenues increased
from 2012 to 2014 and amounted to NT$1.9 billion, NT$2.2 billion and NT$2.6 billion (US$81.3 million) in 2012,
2013 and 2014, respectively.
Other Domestic Services
Our other domestic services include ICT services, corporate solution and bill handling services.
Mobile Communications Business
Mobile communications services are one of our principal business activities. Our mobile communications
services include mobile services, sales of mobile handsets, tablets and data cards and other mobile services.
Mobile Services
We are Taiwan’s largest provider of mobile services in terms of both revenues and customers. In 2012, we
generated revenues of NT$72.5 billion, or 32.8% of our total revenues, from mobile services. In 2013, we generated
revenues of NT$76.7 billion, or 33.6% of our total revenues, from mobile services. In 2014, we generated revenues
of NT$77.5 billion (US$2.5 billion), or 34.2% of our total revenues, from mobile services. In 2012, we managed to
increase our mobile revenue by promoting mobile internet services, which fully offset the decline of mobile voice
revenue due to the NCC’s mandatory tariff reduction and market competition. In 2013, we continued to migrate
customers (1) from 2G to 3G with additional data plans and (2) from 3G voice only to data plan adoption. As a
result, our mobile VAS revenue grew by 38.4% from 2012 to 2013. It further grew by 22.5% from 2013 to 2014 due
to the continuous mobile internet adoption and fast development in the 4G segment in our industry.
Mobile services revenues:
Usage(1)
Interconnection
Mobile VAS
Other
Total mobile services
(1) Includes monthly fees.
2012
NT$
42.1
7.3
20.4
2.7
72.5
Year Ended December 31
2013
NT$
(in billions)
2014
NT$
US$
(in millions)
40.1
6.0
28.3
2.3
76.7
36.0
4.8
34.8
1.9
77.5
1,139.6
151.6
1,100.4
60.0
2,451.6
As the market for mobile services has continued to expand, we have experienced growth in our mobile
customer base. We are the largest mobile operator in Taiwan in terms of revenues and number of customers. We
had 11.1 million mobile customers, for a market share of approximately 37.1% of total mobile customers and
approximately 35.7% of total mobile services revenues in Taiwan, as of December 31, 2014.
In October 2013, we obtained a 4G mobile services spectrum of 10 MHz paired spectrum in the 900 MHz
frequency band and 25 MHz paired spectrum in the 1800 MHz frequency band. In November 2013, we paid
NT$39.1 billion to the government for our 4G mobile services spectrum. Our 4G mobile services license is valid
until December 31, 2030. We have launched 4G services in May 2014 and are currently deploying our 4G networks
for better coverage.
In February 2002, the MOTC granted 3G mobile services concessions to five companies, including us. In
March 2002, we paid NT$10.2 billion to the government for our concession. Our 3G mobile services license is
valid until December 31, 2018. In July 2005, we launched our 3G mobile services, using WCDMA technology. We
have been allocated 15 MHz paired spectrum in the 2 GHz frequency band for 3G mobile services, and 15 MHz
in the 900 MHz frequency band and 11.25 MHz in the 1800 MHz frequency band for GSM services and general
29
packet-switched radio services, or GPRS. We offer the largest international roaming network among Taiwan mobile
service providers. By the end of 2014, our 3G roaming contracts includes 237 networks in 90 countries, our 2G
GSM roaming contracts include 455 networks in 198 countries, and our 2.5G GPRS roaming contracts include 372
networks in 150 countries. We have also established 4G LTE roaming contracts with 31 networks in 24 countries.
The following table sets forth information regarding our mobile service operations and our mobile customer
base for the periods indicated.
As of or for the Year Ended December 31
2013
2014
2012
Taiwan population (in thousands)(1)
Total mobile customers in Taiwan (in thousands)(2)
Penetration (as a percentage of the population)(2)
Total mobile revenues in Taiwan (in billions)(3)
Number of our mobile customers (in thousands)(2)(4)
Our market share by customers
Our market share by revenues(5)
Number of our prepaid customers (in thousands)(4)
Our prepaid customers as a percentage of our total customers
Annualized churn rate(6)
Minutes of usage (in millions of minutes)
Incoming
Outgoing
Average minutes of usage per user per month(2)(7)
ARPU per month(2)(8)
23,316
29,449
126.2%
23,374
29,701
127.1%
23,434
29,985
128.0%
NT$ 219.2
10,269
NT$ 216.8
10,656
NT$ 207.6
11,126
34.9%
33.0%
1,124
10.9%
13.26%
35.9%
35.3%
1,325
12.4%
13.87%
12,536
12,258
203
594
NT$
12,372
12,316
197
611
NT$
NT$
37.1%
35.7%
1,589
14.3%
13.80%
12,043
12,243
186
593
(1) Data from the Department of Population, Ministry of the Interior, ROC.
(2) The number of mobile customers is based on the number of subscriber identification module, or SIM, cards.
Since 2006, the total number of mobile customers in Taiwan included 2G, 3G and personal handy-phone
system, or PHS, customers. Since 2014, the number of mobile customers also included 4G customers. The
number of our mobile customers also includes our prepaid and VPN customers.
(3) Data from the statistical monthly release by the NCC, in the ROC, which include mobile revenues 2G, 3G,
PHS, and since 2014, 4G services. The figures of 2012 have not been adjusted by the NCC after the adoption of
Taiwan IFRSs.
(4) Includes 2G, GPRS, 3G, and since 2014, 4G services.
(5) Market share by revenues is calculated by dividing mobile service revenues by the total mobile revenues in
Taiwan.
(6) Measures the rate of customer disconnections from mobile service, determined by dividing (a) our aggregate
voluntary and involuntary deactivations (excluding deactivations due to customers switching from one of our
mobile services to another) during the relevant period by (b) the average number of customers during the period
(calculated by averaging the number of customers at the beginning of the period and the end of the period), and
multiplying the result by the fraction where (c) the numerator is 12 and (d) the denominator is the number of
months in that period.
(7) Average minutes of use per user per month is calculated by dividing the total minutes of use during the period
by the average of the number of our mobile customers on the first and last days of the period and dividing the
result by the number of months in the relevant period.
(8) ARPU per month is calculated by dividing our aggregate mobile services revenues during the relevant period
by the average of the number of our mobile customers on the first and last days of the period and dividing the
result by the number of months in the relevant period.
The total mobile customers in Taiwan had reached approximately 30.0 million as of December 31, 2014.
Mobile penetration was approximately 128.0% on the same date. The overall mobile services market experienced a
slight decrease of 4.2% in revenues in 2014 mainly due to the downturn in overall 2G mobile market and the tariff
30
cut for 3G services owing to the promotion of our 3G data services. As of December 31, 2014, we had 1.3 million,
8.3 million and 1.5 million subscribers for 4G, 3G and 2G services, respectively.
We began offering prepaid card services in October 2000 and prepaid 3G card services in February 2008.
As of December 31, 2014, we had approximately 1.6 million prepaid customers, representing approximately 14.3%
of our total mobile customers. Prepaid customers do not pay monthly fees but pay a higher usage charge on a per
second basis. Once the prepayment has been fully utilized, a prepaid customer can make additional prepayments to
continue the service. Alternatively, the customer may convert to become a post-paid customer while retaining the
same telephone number.
We offer incentives, such as mobile handset subsidies, 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 30 months. We
generally offer subsidies on mobile handsets equipped with more advanced data functions to promote the expansion
of our 3G and 4G mobile services. Smartphones accounted for 89.88% of the total handsets we offered in 2014. We
expect our average subsidy per handset in 2015 to continue to decrease as we focus more on promoting low- to mid-
tier smartphones. At the same time, we expect to maintain our mobile internet market leadership.
Our tariffs for post-paid mobile customers primarily consist of usage fees and monthly fees. We also offer
discounts on usage fees for calls made between our mobile customers to encourage subscription to our mobile
service.
When our customers are outside Taiwan, they pay roaming charges plus international long distance charges
and, where applicable, local charges in roaming destinations. We have already signed agreements with some
providers in foreign countries for strategic cooperation for our roaming business.
Our ARPU per month increased from NT$594 in 2012 to NT$611 in 2013, mainly due to increased revenues
from mobile internet services. Our ARPU per month decreased to NT$593 in 2014 from NT$611 in 2013 due to
lower promotional tariffs that we offered in 2014 to attract more subscribers and an increase of the total number of
subscribers.
In addition to our basic mobile services, we also offer a broad range of value-added telecommunications and
information services. In August 2001, we introduced a platform of integrated mobile VAS under the brand name
“emome”. Our “emome” services offer a broad range of VAS, including financial information, transaction services,
emergency services access numbers, directory information, time, weather and traffic reports. After the launch of
our 3G mobile services, we began providing video phone, video-on-demand and other related 3G mobile VAS as
well. In 2009, we offered the “Hami” VAS platform and provided e-book and Hami Apps services. Revenues from
mobile VAS represented 28.3%, 37.0% and 44.9% of our total mobile services revenues in 2012, 2013 and 2014,
respectively. The increase of mobile VAS revenue percentage was mainly attributed to the increase in mobile data
plan subscriber number.
Sales of Mobile Handsets, Tablets and Data Cards
We engage in the distribution and sales of mobile handsets, tablets and data cards for use on our mobile
network to customers through our directly-owned stores, our subsidiary Senao, and also through third-party retailers.
See “Marketing Strategy—Distribution Channels” and “Sales and Distribution” in “—Marketing, Sales and
Distribution”.
Other Mobile Services
Our other mobile services include ICT services, corporate solution and bill handling services.
Internet Business
Our internet business includes HiNet, our internet service provider, internet VAS, data communication
services, internet data center, or IDC, services, and other internet services. Our internet revenues represented 11.2%,
11.2% and 11.5% of our revenues in 2012, 2013 and 2014, respectively.
31
HiNet Internet Service
We are the largest ISP in Taiwan, with a subscriber market share of 68.5% as of December 31, 2014. As of
December 31, 2014, HiNet had approximately 4.2 million subscribers. Our HiNet internet service generated revenues
of NT$16.9 billion, NT$17.2 billion and NT$17.2 billion (US$0.5 billion) in 2012, 2013 and 2014, respectively.
Our ISP service subscribers decreased from 2012 to 2014 mainly due to substitution by mobile broadband services.
Although the number of our ISP service subscribers decreased, the revenues slightly increased from 2013 to 2014
primarily due to the migration of our subscribers to higher speed service.
The following table sets forth HiNet’s subscribers as of each of the dates indicated.
Total internet subscribers in Taiwan
HiNet subscribers:
HiNet dial-up subscribers
HiNet ADSL subscribers
HiNet FTTx subscribers
Other access technology subscribers
Total HiNet subscribers
Market share(1)
(1) Based on data provided by the NCC.
2012
As of December 31
2013
(in thousands, except percentages)
6,158
2014
6,178
6,101
469
1,321
2,451
3
4,244
69.6%
454
1,099
2,683
3
4,239
68.8%
439
948
2,843
3
4,233
68.5%
We have maintained our leading market position despite operating in a highly competitive market with
approximately 222 ISPs in Taiwan. As of December 31, 2014, approximately 83.5% of our broadband customers
were also HiNet subscribers, using HiNet as their ISP. We expect the competitive conditions currently prevailing in
the internet service provider market to continue to intensify.
Internet VAS
Our HiNet portal at www.hinet.net provides VAS to our customers, such as network security, Blog, travel,
games, e-learning, financial information, music, video, anti-virus and links to other portals. We charge fees for
some of these services. We also receive commissions for transactions completed on some of these other portals.
Our internet video portal at www.hichannel.hinet.net offers online entertainment services through the internet. In
particular, our HiNet broadband (FTTx and ADSL) subscribers can access music, television programs, movies
and other multimedia content on demand. We charge access fees for some of this content. We expect the revenues
generated from these VAS to continue to grow as a percentage of our total internet services revenues.
Data Communication Services and IDC Services
We provide a wide range of managed data services, including frame relay services, asynchronous transfer
mode services, and VPN services. Frame relay services provide high-speed data communications linking remote
sites. Asynchronous transfer mode services are used to handle high-bandwidth, integrated voice, video, data and
internet traffic between sites.
IDCs are facilities providing the physical environment necessary to keep computer network servers running
at all times. These facilities are custom-designed with high-volume air conditioning temperature control systems,
secure access, reliable electricity supply and connections to high-bandwidth internet networks. Data centers house,
protect and maintain network server computers that store and deliver internet and other network content, such as web
pages, applications and data. We currently have the largest floor area of internet data centers in Taiwan compared to
our competitors in Taiwan. We offer co-location, web hosting and application service provider services.
32
Other Internet Services
Our other internet services include government services, corporate solution and ICT and cloud services.
International Fixed Communications Business
Our international fixed communications business includes international long distance telephone services,
international leased line services, international data services, satellite services and other international services.
International Long Distance Telephone
We provide international long distance telephone services in Taiwan. Total revenues from international long
distance telephone services comprised 5.2%, 4.9% and 4.6% of our revenues in 2012, 2013 and 2014, respectively.
In addition, we provide wholesale international long distance services to international simple resale operators that
do not possess their own telephone network or infrastructure. Our international long distance telephone revenues
decreased by 2.6% from NT$11.5 billion in 2012 to NT$11.2 billion in 2013, and further decreased by 7.3% to
NT$10.4 billion (US$0.3 billion) in 2014, primarily due to the increased competition from VoIP-based international
long distance service providers and free VoIP applications.
Since international fixed communication services have been open for competition since 2001, we expect
competition in this line of business will continue to intensify. Our average market share of the international long
distance market by minutes was approximately 51.0%, 55.1% and 56.0% in 2012, 2013 and 2014, respectively.
Despite the decrease in our international long distance traffic volume, our market share increased from 2012 to 2014
because our international long distance traffic volume decreased less than our competitors. However, the overall
market for international long distance services declined due to the intense competition from VoIP-based international
long distance service providers and free VoIP applications. Our international long distance services consist primarily
of international direct dial services and the wholesale of international long distance traffic.
We commenced the wholesale of international long distance minutes to licensed domestic international
simple resale, or ISR operators, and other international carriers in 2001. The domestic ISR operators require fixed-
line operators in Taiwan, such as us, to provide international long distance telephone services to their end-users.
We provide time-division multiplexing, or TDM and VoIP connections with committed standard and premium
route quality to connect to over 240 worldwide destinations for ISR operators and international carriers. We offer
customized solutions with competitive prices and “24 hours a day, 7 days a week” service to satisfy their needs. In
2012, 2013 and 2014, we sold 1,064 million, 743 million and 699 million minutes of wholesale international long
distance traffic, which represented approximately 42.2%, 35.5% and 42.1% of our total outgoing international long
distance traffic, respectively. Despite the decrease in international long distance traffic volume, revenues from the
wholesale of international long distance minutes increased by 5.4% from NT$2.9 billion in 2012 to NT$3.1 billion
in 2013, and further increased by 6.8% to NT$3.3 billion (US$0.1 billion) in 2014, primarily due to our focus on
expanding such services in higher-unit-price areas, such as Europe, Africa and Middle East.
International calls to our top five destinations represented 67.6% of our outgoing international long distance
call traffic in 2014. International calls from our top five destinations represented 45.0% of our incoming international
long distance call traffic in 2014.
The following table shows the percentage of total outgoing international long distance minutes for our top
five outgoing destinations in 2014.
Destination
Mainland China
Indonesia
Philippines
Vietnam
United States
Total of top five destinations
Percentage of Total
Outgoing Minutes (%)
32.6
15.6
8.2
6.0
5.2
67.6
33
The following table shows the percentage of total incoming international long distance minutes for our top
five incoming destinations in 2014.
Destination
Mainland China
United States
Canada
Indonesia
Japan
Total of top five destinations
Percentage of Total
Incoming Minutes (%)
17.9
8.0
7.8
7.0
4.3
45.0
The following table sets forth information with respect to usage of our international long distance services for
the periods indicated.
Incoming minutes
Growth rate (compared to the same period in the prior year)
Outgoing minutes
Growth rate (compared to the same period in the prior year)
Total minutes
Incoming/outgoing ratio
2012
2014
Year Ended December 31
2013
(in millions, except percentages and incoming/
outgoing ratio)
1,198
(21.6)%
2,095
(17.0)%
3,293
0.57
983
(17.9)%
1,658
(20.9)%
2,641
0.59
1,529
(11.9)%
2,523
4,052
0.61
(1.4)%
Total incoming call volume decreased by 21.6% from 2012 to 2013, and further decreased by 17.9% in 2014,
mainly due to the intensified market competition from VoIP-based international long distance service providers and
other international long distance service providers. Similarly, due to this intensified competition, total outgoing call
volume decreased by 17.0% from 2012 to 2013, and further decreased by 20.9% in 2014.
Outgoing calls made by customers in Taiwan and by customers from foreign destinations using Taiwan direct
service are billed in accordance with our international long distance rate schedule for the destination called.
Rates vary depending on the time of day at which a call is placed. Customers are billed on a six-second unit
basis for international direct dial services.
The following table sets forth information with respect to the average international long distance usage charge
per minute that we received for outgoing international calls during the periods indicated:
Average international long distance usage charge (per minute)
Growth rate (compared to the same period in the prior year)
Year Ended December 31
2013
NT$3.8
2012
NT$3.4
2014
NT$4.4
(5.6)%
11.8%
15.8%
In 2012, since other operators offered competitive tariff to capture the market share, we reduced our retail
price to maintain competitiveness which resulted in the lower average charge per minute. Despite the decrease in
average charge per minute, our growth rate increased from negative 5.6% in 2012 to 11.8% in 2013, and further
increased by 15.8% in 2014 primarily due to our focus on expanding the wholesale of international long distance
minutes in higher-unit-price areas, such as Europe, Africa and Middle East.
We pay for the use of networks of carriers in foreign destinations for outgoing international calls and receive
payments from foreign carriers for the use of our network for incoming international calls. Traditionally, these
payments have been made pursuant to settlement arrangements under the general auspices of the International
Telecommunications Union. Settlement payments are generally denominated in U.S. dollars and are made on a net
basis.
34
The following table sets forth information with respect to our gross international settlement receipts and
payments during the periods indicated.
Gross international settlement receipts
Gross international settlement payments
Year Ended December 31
2012
NT$
3.0
5.6
2013
NT$
(in billions)
3.3
6.0
2014
NT$
3.2
6.5
US$
(in millions)
99.7
204.5
Our payments to international carriers on an aggregate basis have been greater than our receipts from
these carriers primarily because our customers’ outgoing minutes exceeded incoming minutes. Both international
settlement receipts and payments increased in 2013 and international settlement payments increased in 2014,
because we actively promoted our international wholesale business. However, international settlement receipts
slightly decreased in 2014 primarily due to the decrease in the incoming minutes, which was primarily due to VoIP
substitution.
In order to compete more effectively in the international long distance market, we have implemented
innovative and customized discount calling plans and marketing campaigns directed at high-usage business
customers. We also continue to promote our intelligent network services, including international VPNs, international
toll free calling and calling card services, and our international long distance minutes wholesale business. Our
subsidiary, Chief Telecom, launched its 070 phone-to-phone VoIP service in April 2009.
Leased Line Services—International
We are a leading provider of international leased line services in Taiwan. Leased line services involve
offering exclusive lines that allow point-to-point connection for voice and data traffic. Leased lines are used by
business customers to assemble their own private networks and by telecommunications service providers to establish
networks to offer telecommunications services.
We provide data transmission services to major corporate customers in Taiwan. Since August 2001, licenses
have been awarded to four undersea cable operators to engage in leased line services. Demand for high-speed data
transmission services has been growing rapidly, as a result of growing consumer demand and lower tariffs due to
increased competition. In particular, the total bandwidth of our lines leased increased by 68.5% in 2014.
The following table shows the bandwidth of international lines leased to third parties as of each of the dates
indicated.
Total bandwidth
As of December 31
2013
(in gigabits per second, or Gbps)
564.8
2014
951.4
2012
531.7
Rental fees for international long distance leased line are generally based on transmission speed and distance.
We continue to experience a decline in rental fees for all of our leased line products. The decline in rental fees
has been substantial since 2000, particularly for international leased lines, partly as a result of competition from new
international leased line service providers. In response, we continue to implement marketing and service campaigns
to retain our high-value corporate customers. Our international leased line services revenues were NT$1.2 billion,
NT$1.4 billion and NT$1.5 billion (US$48.2 million) in 2012, 2013 and 2014, respectively, mainly due to our
expansion to the overseas markets and growing consumer demand mentioned above.
International Data Services
Our international data services include international IP VPN services and Taiwan internet gateway services.
35
Total revenues for international data services were NT$1.3 billion, NT$1.5 billion and NT$1.7 billion (US$53.1
million) for 2012, 2013 and 2014, respectively. Due to the growth of the number of Taiwanese corporations with
operations outside of Taiwan, we expect demand for IP VPN and Taiwan internet gateway services to continue to
increase and our revenues from our international data services to continue to grow.
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 starting from the official start of operations of the ST-2 satellite, and
the total contract value is approximately NT$6.0 billion. This contract requires a prepayment of NT$3.1 billion,
and the remaining amount will be paid annually. The ST-2 telecommunications satellite launched on May 21, 2011
and began commercial operation in August 2011. Please refer to note 40 of our consolidated financial statements
included elsewhere in this annual report for further details.
In addition, we have two satellite communication centers that enable us to provide TV broadcast, satellite
VAS and backup systems for use in major emergencies. We also provide satellite services to Southeast Asia.
Other International Services
Our other international services include corporate solution services.
Others
Our other business segment includes our non-telecom services, including property sales made by our
subsidiary, Light Era Development Co., Ltd. and electronic products sales made by our subsidiary, Chunghwa
Precision Test Tech Co., Ltd.
Interconnection
We provide interconnection of our fixed line network and mobile network with other operators.
The following table sets forth our interconnection fee revenues and costs for the periods indicated. These
revenues and costs are included, depending on the nature of the call made, in domestic fixed communications or
mobile communications revenues and expenses, respectively.
Interconnection fee revenues:
Fixed line
Mobile(1)
Interconnection costs:
Fixed line
Mobile
2012
NT$
1.3
7.3
5.7
7.7
Year Ended December 31
2013
NT$
(in billions)
2014
NT$
US$
(in millions)
1.2
6.0
4.6
6.2
1.1
4.8
3.3
4.9
34.6
151.6
103.5
155.4
(1) We account for revenues from SMS air time charges under mobile VAS instead of interconnection for years.
The table for the periods indicated uses accounting categorization described above.
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 is NT$0.5219 per minute during peak times and NT$0.2718 per minute
during off-peak times.
The NCC has mandated mobile interconnection rate reduction over a period of four years starting on January
36
5, 2013. The rate should be reduced from NT$2.15 per minute to NT$1.15 per minute in four years with a CAGR of
-14.5%. Therefore, our mobile interconnection revenues and costs both decreased in 2013 and 2014.
Before January 1, 2011, the rates of telecommunication fees for telephone calls between fixed-line customers
and mobile customers were set by the mobile network operators: mobile network operators collected such
telecommunication fees from customers and paid the fixed-line network operators interconnection fees based on
usage, regardless of which party of the interconnection initiated the call. Starting from January 1, 2011, the fixed-line
network operators that initiate the call have the right to set the rates of telecommunication fees and to collect such
fees from customers for fixed-line-to-mobile calls; fixed-line network operators have to pay interconnection fees to
mobile network operators in accordance with the interconnection rate set forth by the NCC. In addition, to balance
the competition between us, the market leader of fixed-line network operators, and other mobile network operators,
we are also required by the NCC to pay transition fees (in addition to the interconnection fees) to the other mobile
network operators for a period of six years starting from January 1, 2011. The transition fees will decrease gradually
over the six-year period, and we will not be required to pay such transition fees from January 1, 2017.
Fixed interconnection costs decreased in 2013 and 2014 mainly due to (1) decreasing transition fees year over
year, (2) reduction of mobile interconnection rate for fixed-line-to-mobile calls, and (3) decreasing traffic volume.
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.
Emerging Services
We continue leveraging our advantages in network infrastructure, IDC, Content Delivery Network, or CDN,
etc. to offer customized ICT total solutions to enterprise customers and to expand our ICT business. We are offering
ICT total solutions by integrating our capabilities of cloud, information security, IoT and customization expertise.
We are developing in-house Big Data capability for future commercialization as well as cooperating with partners to
develop an IoT ecosystem across various industries.
Our ICT services includes integrated services such as our iEN, ITS, and Internet of Vehicles. Our iEN service
helps companies and corporations implement energy saving measures through computer analysis of data. Our ITS
provides navigation, real-time traffic information and infotainment through mobile devices for cars and drivers. By
leveraging high speed 4G mobile broadband networks, we offer innovative Internet of Vehicles services including
GPS, audio and video streaming, car information, etc. available for tablets. In addition to developing ICT businesses
mentioned above, we also pursue ICT projects from both public and private sectors aiming to expand our revenue
streams.
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.
zz Services, Products and Bundled Offerings. We continually develop new VAS and products, and bundle
our services and products based on different market segments, with the aim of increasing our high-usage
customers and enhancing customer loyalty.
zz Pricing and Promotions. We design flexible pricing packages that allow customers to select structures best
tailored to their usage patterns, and design special promotional packages to encourage usage.
zz Distribution Channels. We seek to facilitate customer subscription by adding more service points. In addition,
we seek to broaden our distribution reach by strengthening our cross-industry alliances and marketing
relationships. Furthermore, we have expanded our sales channels by implementation of a sales agent system
37
by collaborating with Tsann Kuen Trans-Nation Group, E-life Mall Corporation, and Synnex Technology
International Corporation, to effectively increase our points of sale. We also developed staff incentive
programs to better motivate our sales staff.
zz Business Customers. We expanded our customer focus to include small and medium-sized enterprises, or
SME, in addition to large corporations. We seek to serve the needs of large corporate customers by devoting
a project manager or project engineer to service these customers. These account managers are responsible
for developing customized solutions and tariff packages to meet the specific needs of our customers. We
continually update and expand our service offerings so that we can remain a one-stop telecommunications
services provider to our corporate customers and provide for all of their telecommunications needs. Our
dedicated local teams serve the needs of small and medium-sized enterprises. These teams also use our data
bank to identify and target potential clients for promoting our e-commerce and mobile services. In addition,
we help our corporate customers improve their efficiency and competitiveness by creating information
systems for them. In 2014, we focused more on SME customers.
zz Advertising. We are committed to further strengthening the Chunghwa Telecom brand and image as well
as strengthening and expanding market recognition of our specialized product brands, such as HiNet and
emome. We plan to leverage our leading market position and status to strengthen the overall advantage of our
product brands.
Sales and Distribution
Our marketing department at our corporate headquarters in Taipei is responsible for central business planning
and formulating our marketing strategies and objectives. We have multiple marketing departments for our various
businesses which are responsible for business and marketing planning.
As of December 31, 2014, we also had 17 operations offices, 469 service centers, 275 exclusive service stores
and 6 customer service call centers located throughout Taiwan that are responsible for operations, sales and customer
service in their respective local areas.
In January 2007, we acquired 31.33% equity ownership of Senao, a major distributor of mobile handsets in
Taiwan. Senao has been listed on the TWSE under the number “2450” since May 2001. Our equity ownership in
Senao decreased from 31.33% as of January 15, 2007 to 28.18% as of March 31, 2015 due to the exercise of options
by employees that were previously granted before 2007. We consolidated the results of operations of Senao because
we control four out of seven seats on the board of directors through the support of large beneficial shareholders of
Senao. Please refer to note 3 and note 15 of our consolidated financial statements included elsewhere in this annual
report for description about the control relationship between the parent company and Senao. Our investment in
Senao enhanced our mobile handset distribution and sales capabilities. Starting from January 2014, customers can
subscribe for 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.
Customer Service and Billing
We believe our reputation for quality customer service has helped us attract new customers and maintain
customer loyalty. We regularly survey our customers to improve our service and better understand market demand
and customer preferences, and seek to develop products and services accordingly.
We provide the following services to our customers:
zz bill payment services at 24-hour convenience stores, bank service counters, automatic teller machines, and
service centers throughout Taiwan, via direct debit, over the phone, online at our website (www.cht.com.tw),
on MOD, and on mobile handset emome or Hami;
zz online information and bill payment services at our website (www.cht.com.tw) and customer service hotline
for telephone payment;
38
zz 24-hour customer service and technical support through our service centers, call centers and website;
zz free of charge itemized billing for international and domestic long distance calls; and
zz consolidated and automated billing for all services, including English billing documents available upon
request.
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 13,773 of our employees were engaged in network infrastructure development, maintenance,
operation and planning as of December 31, 2014.
Transmission Networks
As of December 31, 2014, our transmission networks consisted of approximately 2.21 million fiber kilometers
of fiber optic cable for trunking and approximately 8.04 million fiber kilometers of fiber optic cable for local loop.
Between 2009 and 2013, we deployed next generation synchronous digital hierarchy, or NG SDH, and optical
cross connect, or OXC, equipment for providing TDM and data service. Due to the emergence of packet-transport
network, or PTN, technology, which is a cost-effective method for transmitting packet-based data services, we began
the deployment of PTN and stopped the deployment of NG SDH network in 2014. Between 2007 and 2014, we
deployed 40/80-wavelength Re-configurable Optical Add-Drop Multiplexer, or ROADM, for backbone transmission
network in order to provide new data services such as gigabit Ethernet, fiber channel, 2.5 gigabit and 10 gigabit
packet over SDH and 10 gigabit Ethernet. Due to the high utilization of our existing ROADM network, we began
to introduce the optical transport network, or OTN, trial network to meet the demand of 100G wavelength services
in 2014. In 2015, we expect to continue to assess the cost-effectiveness and maturity of OTN equipment in order
to decide the right timing of its large-scale deployment. Between 2009 and 2013, we had already completed the
deployment of 5,519 GbE OXC/NG SDH, which was stopped in 2014 due to the introduction of PTN. In addition,
we had completed the deployment of 1,189 wavelength ROADM and 1,740 GbE PTN by the end of 2014.
As part of our strategic focuses 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, 2014, we have constructed approximately 6.2 million FTTx ports. Our FTTx service can
offer high-speed broadband internet access rates up to 1Gbps. For low bandwidth demand, we use ADSL technology
to provide the internet connection services for the 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, 2014, we had 38 long distance
exchanges, which are interconnection points between our telecommunications network and approximately 17.4
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 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.
As of December 31, 2014, our next generation network, or NGN core network consisted of 1,160,000 local
telephone subscribers, comprising 448,000 Session Initiation Protocol-based, or SIP-based, and 712,000 Access
Gateway-based, or AG-based, subscribers.
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Our NGN Managed IP backbone network consists of an inner core network and an outer core network.
We owned high-speed NGN Managed IP backbone network by the end of 2014 with 12 sets of 1.6 Tbps switch
routers for the inner core network and more than 34 sets of 1.6 Tbps switch routers for the outer core network. The
bandwidth of the network is approximately 945 Gbps as of the end of 2014. 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 transmission infrastructure consists of both submarine cable and
satellite transmission systems, which link our national network directly to 98 telecommunications service providers
in 43 international destinations.
International calls are routed between Taiwan and international destinations through one of our two
international switching centers, one located in Taipei and the other in Kaohsiung. Each center had time-division
multiplexing, or TDM, international gateway switches and NGN international gateway switch. We had a trunk
capacity of 150,040 channels in total as of December 31, 2014.
As of December 31, 2014, we had invested in 19 submarine cables, nine of which land in Taiwan. We had
increased the capacity of each of our current submarine cables, increasing our aggregate total capacity from 1,655
Gbps in 2013 to 1,829 Gbps in 2014.
Mobile Services Network
Our mobile services network consists of:
zz cell sites, which are physical locations equipped with a base station consisting of transmitters, receivers and
other equipment used to communicate through radio channels with customers’ mobile handsets within the
range of a cell;
zz BSC (base station controllers) for GSM or RNC (radio network controller) for 3G, which connect to, and
control, the base station within each cell site;
zz cellular switching service centers for GSM or 3G, which control the base station controllers and the
processing and routing of telephone calls;
zz GGSN (gateway GPRS support nodes), which connect our GPRS network to the internet;
zz SGSN (serving GPRS support nodes), which connect the GPRS network to the base station controllers;
zz MME (mobility management entity), which connects the base station to our 4G core network that is
responsible for control side;
zz S GW (Serving Gateway), which connects the base stations to our 4G core network that is responsible for
data side;
zz PDN GW (Packet Data Network Gateway), which connects our 4G core network to the internet; and
zz transmission lines, which link (i) with respect to the GSM/3G/4G network, the mobile switching service
centers, MME, S GW, base station controllers, base stations and the public switched telephone network, and
(ii) with respect to the GPRS/4G core network, the base station controllers, the support nodes, PDN GW and
the internet.
We provide 2G mobile services based on the GSM network standards. Prior to October 22, 2014, we had the 900
MHz and 1800 MHz frequency bands paired with spectrum of 15 MHz and 11.25 MHz, respectively, for our 2G
mobile services and the licenses will expire in June 2017. Due to the gradual migration of the 2G subscribers to 3G
and 4G, we returned the 2G license in the 900 MHz frequency band to the NCC on October 22, 2014 and transferred
the spectrum of 900 MHz frequency band to 4G mobile broadband license. Our usage right of the 900 MHz
frequency band is changed from 15 MHz paired spectrum to 10 MHz paired spectrum since October 22, 2014, and
the 10 MHz paired spectrum is shared by 2G GSM and 4G LTE networks adhering to the principle of technological
neutrality of our 4G mobile broadband license. As of December 31, 2014, we had provided up to 99.9% population
coverage on our GSM network. Since the launch of our 3G and 4G mobile services, we have gradually migrated
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GSM subscribers to 3G and 4G and have started to consolidate our GSM network.
We have 15 MHz paired spectrum in the 2 GHz frequency band for our 3G mobile services, which was
launched in July 2005. We contracted with Nokia Siemens Networks to provide the core network, radio access
network, service network, transmission network and maintenance network for our 3G network. To meet the high
growth in mobile data traffic, we have upgraded our existing High-Speed Packet Access (HSPA with capability of
7.2 Mbps and 2 Mbps each for Down-link and Up-link) Network to Dual Cell High-Speed Packet Access Plus (DC
HSPA+ with capability of 42 Mbps and 5.76 Mbps each for Down-link and Up-link).
We have 10 MHz paired spectrum in the 900 MHz frequency band and 25 MHz paired spectrum in the 1800
MHz frequency band for our 4G mobile services, which were launched in May 2014. We contracted with Nokia
Solutions and Networks Oy and Ericsson AB to provide the radio access network, and Ericsson AB to provide the
core network, respectively. Our 1800 MHz frequency band base stations can provide maximum speeds of 110 Mbps
down-link and 37.9 Mbps up-link for each user. We also implemented carrier aggregation, or CA, technology to our
1800/900 MHz frequency band base stations that increase the maximum speeds to 180 Mbps down-link for each
user.
We have also installed an intelligent network on our existing mobile services network infrastructure, which
enable 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 33 points
of presence approximately 5,680,000 broadband remote access server ports and a backbone bandwidth of
approximately 3,817 Gbps as of December 31, 2014. We aim to achieve HiNet’s points of presence and backbone
bandwidth to approximately 4,807 Gbps by the end of 2015.
HiNet’s broadband backbone network consists of an inner core network and an outer core network. We had
high-speed internet protocol backbone network by the end of 2014 with 16 sets of 7.04Tbps/4.48Tbps/4Tbps/1.6Tbps
switch routers for the inner core network and more than 50 sets of 5.28Tbps/2.64Tbps/1.6Tbps/640Gbps switch
routers for the outer core network. We believe this network will enable us to meet the increasing demand for our
internet services.
HiNet’s total international connection bandwidth is 762.305 Gbps as of December 31, 2014. As we expect
that internet traffic flows to and from the United States will continue to increase, we have been continuously
expanding our bandwidth to the United States. We also endeavor to increase our links to other countries, including
Japan, Korea, Hong Kong, Singapore, Mainland China, Malaysia and Thailand.
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. We have completed the
construction of a digital cross connect system for provisioning and managing voice-grade data services throughout
Taiwan with a total of 50 nodes. As of December 31, 2014, we had 462 frame relay ports, 999 asynchronous transfer
mode ports and approximately 89,541 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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Competition
We face competition in virtually all aspects of our business.
Domestic Fixed Communications
zz Local and domestic long distance telephone services: Revenue from local and domestic long distance
telephone service of telecommunication services providers has continuously decreased in the past few years
primarily due to mobile and VoIP substitution. Competition from mobile data service providers increased
significantly due to the popularity of smart mobile devices and mobile applications such as LINE and
WeChat. In addition, we are required by the ROC regulations to provide number portability and unbundled
local loop access, which has increased the level of competition. Although there are other providers of fixed
communications, including Taiwan Fixed Network, New Century Infocomm Tech. Co., Ltd. and APT,
competition from these providers was not significant in the past few years.
zz Leased line services: Major competitors in this field are three fixed line operators including Taiwan Fixed
Network, New Century Infocomm Tech. Co., Ltd. and Asia Pacific Co. Ltd. We believe that the leased line
services providers primarily compete on the basis of price and the bandwidth speed of services.
zz Broadband internet access services: Major competitors in this field are five multiple-system operators,
or MSOs, including Kbro Co., Ltd., China Network Systems Co., Ltd., Taiwan Fixed Network, Taiwan
Broadband Communication Co., Ltd. and Taiwan Optical Platform Co., Ltd., and one fiber broadband service
provider, namely Taiwan Intelligent Fiber Optic Network. With the increasing speed of mobile data service,
we also face fierce competition from mobile data providers. We believe that the broadband internet access
service providers primarily compete on the basis of price and the bandwidth speed of services.
zz MOD services: Major competitors in this field include five cable TV MSOs and 26 independent MSOs. We
believe that the different service providers compete on the basis of the multimedia content offered along with
the ability to offer converged services by offering comprehensive solutions including data communications,
voice communications and multimedia content.
Mobile Communications
There are currently three major mobile operators in Taiwan, namely, Taiwan Mobile, Far EasTone and us.
These three major operators run 2G, 3G and 4G mobile networks. In 2014, two new mobile network operators,
namely, Taiwan Star Cellular Corporation, or Taiwan Star, and New APT, entered the market by obtaining 4G
licenses and merging smaller 3G operators. Each 4G mobile network operator has been providing promotional
programs to attract consumers, including unlimited data plans. In addition to the 2G, 3G and 4G mobile network
operators discussed above, First International Telecom used to operate a personal handyphone network but was
declared bankrupt by the Taiwan Taipei District Court on December 26, 2014. In addition to the mobile network
operators, the NCC has issued a total of 16 mobile virtual network operator, or MVNO, licenses, which allow
operators without a spectrum allocation to provide mobile services by leasing the capacity and facilities of a mobile
service network from a licensed mobile service provider. We are currently cooperating with Carrefour Telecom Co.,
Ltd. We may cooperate with other mobile virtual network operators in the future.
As of the end of 2014, there were also five WiMAX service providers in Taiwan. These WiMax licenses are
valid until 2015 or 2016. The ROC government plans to recall and release this 2500MHz and 2600MHz spectrum
band for 4G mobile broadband services through a bidding process, which is currently expect to be held in the second
half of 2015. We compete in the wireless services market primarily on the basis of price, quality of service, network
reliability and attractiveness of service packages.
Internet
Our primary competitors in internet services are other internet services providers, including SeedNet and
TWM Broadband. We compete in the internet services market primarily on the basis of price, technology, speed of
transmission, amount of bandwidth available for use, network coverage and VAS.
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International Fixed Communications
Our major competitors are Taiwan Fixed Network, New Century Infocomm Tech. Co., Ltd. and APT,
which have provided fixed-line services since June 2001. These operators are primarily focused on international
long distance services and corporate customer services, which typically generate higher revenue than residential
customers. There have been four submarine cable services licenses granted since August 2001. These submarine
cable operators have begun offering international leased line services to other fixed-line operators, internet service
providers and international simple resale operators.
Our international long distance services compete with international long distance resale services and VoIP
services such as those provided by Line and Skype.
Cybersecurity and Personal Information Protection
To prevent increasing cyber risks and threats, we have implemented the measures described below.
zz We have built an online service system that enables Certificate Authority’s Secure Socket Layer functions that
performs as a secure tunnel to transmit encrypted customer’s information. In addition, we offered the Global
Trust Secure Site Seal to prevent from phishing attacks on payment web sites.
zz The high-availability systems in our data centers deploy firewall and Intrusion Prevention System, or IPS, to
defend against hackers’ attacks.
zz All information systems and websites are scanned for vulnerabilities and a team of information security
experts is responsible for information system and websites penetration testing, to prevent customers’
information from leakage.
zz We have enhanced the firewall policy and adopted minimum principle to limit the IPs and ports access
control, in order to reduce intrusion risk from hackers.
zz We enhance the retention and monitoring for all system, database, and applications logs as an additional
information security measure and our managers review system logs and inquiry records on a daily basis.
zz We required our branch offices to comply with ISO27001 and obtain the ISO27001 certification.
zz We established CHT Security Operation Center (SOC), which is responsible for incidents and threats
monitoring, notification and emergency response.
The amendment of the Personal Information Protection Act, or PIPA, became fully effective on October 1,
2012, except for its Articles 6 and 54 that await further determination by the Executive Yuan. PIPA applies to all
individuals, legal entities and enterprises that collect, process and use personal information, and has a significant
impact on the banking and service industries in Taiwan. Due to the adoption of PIPA, the level of responsibility
and liability on personal information protection of a company was raised. We have conducted inventory checks of
personal information that we currently hold, established standard operating procedures, or SOP, to comply with the
requirements under PIPA, and have taken information security measures to protect the data.
To comply with the PIPA, we implemented a series of measures to avoid the leakage of customers’
information:
zz According to our personal data safety and awareness plan, all of our employees are required to take training
programs and to pass the awareness test at least twice per year.
zz We required our branch offices to implement a drill in personal data leakage incident handling once a year.
zz Our auditing department completes an annual audit plan and regularly audits information circulation in each
department on customer information management and protection.
zz We enforce customer service center and call center to comply with BS10012 and obtain the BS10012
certification.
zz Documents containing customer’s personal information are labeled “highly confidential”.
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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. Our
property development subsidiary, Light Era Development Co., Ltd., acquired land located near the high speed rail
station in Taoyuan in October 2012. This property, which was classified as “inventories” in our consolidated financial
statements included in this annual report, will be used to develop intelligent homes, in which our fiber broadband
and ICT services, such as energy saving technologies, will be deployed. We are now focusing more on rental income
and will continue seeking development opportunities from the ROC central and local government urban planning
programs to increase the value of our land, buildings and equipment. We have received approximately NT$587
million (US$18.6 million) in rental income from properties in 2014.
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 capacity 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 have had a
significant effect on our financial condition or results of operations.
Except as disclosed in our annual report, we believe that we have not been involved in any legal or arbitration
proceedings during 2012, 2013 or 2014 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
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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:
zz the court rendering the judgment has jurisdiction over the subject matter according to the laws of the ROC;
zz the judgment and the court procedure resulting in the judgment are not contrary to the public order or good
morals of the ROC;
zz if the judgment was rendered by default by the court rendering the judgment, we, or the above mentioned
persons, were duly served within a reasonable period of time in accordance with the laws and regulations of
the jurisdiction of the court or process was served on us with judicial assistance of the ROC; and
zz judgments at the courts of the ROC are recognized and enforceable in the court rendering the judgment on a
reciprocal basis.
A party seeking to enforce a foreign judgment in the ROC would be required to obtain foreign exchange
approval from the Central Bank of the ROC (Taiwan) for the payment out of Taiwan of any amounts recovered in
connection with the judgment denominated in a currency other than NT dollars if a conversion from NT dollars to a
foreign currency is involved.
Regulation
Overview
We were subject to the Statute of Chunghwa Telecom Co., Ltd. prior to our privatization. Although we have
been privatized since August 2005, the Statute of Chunghwa Telecom Co., Ltd. was still effective until December 24,
2014. The Legislative Yuan approved the abolishment of the Statute of Chunghwa Telecom Co., Ltd. on December
9, 2014, and the President of the ROC approved the abolishment of Statute of Chunghwa Telecom Co., Ltd. effective
from December 24, 2014. The abolishment of the Statute of Chunghwa Telecom Co., Ltd. did not and will not have
any material impact on our company.
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 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. The NCC was comprised of nine commissioners who were
recommended by the government and opposition political parties in the Legislative Yuan, as well as recommended
by the Executive Yuan and approved by the Legislative Yuan. However, the Executive Yuan considered the
composition of the NCC unconstitutional and petitioned the Grand Justices of the ROC, or the Grand Justices,
to interpret the constitutionality of the formation of the NCC and the procedure for nominating commissioners
to serve on the NCC. On July 21, 2006, the Grand Justices rendered an interpretation and held that the relevant
provisions under the Organization Act as to the nomination procedures for the commissioners of the NCC were
unconstitutional. However, the Grand Justices granted a grace period allowing such provisions of the Organization
Act to remain in effect until December 31, 2008.
On January 9, 2008, an announcement issued by the President amended the Organization Act, or New
Amendment, amending the unconstitutional formation articles and reducing the total number of commissioners
to seven with a term of four years, but three of the Commissioners appointed after the New Amendment served a
term of two years. The commissioners will be nominated by the premier of the Executive Yuan and approved and
appointed by the Legislative Yuan.
The new nomination method under the New Amendment became effective on February 1, 2008. The nine
incumbent Commissioners continued to serve until July 31, 2008, when their terms ended. The premier of the
Executive Yuan nominated seven Commissioners on July 1, 2008, and they were approved and appointed by the
Legislative Yuan on July 18, 2008. The new Commissioners took office on August 1, 2008. Thereafter, upon the
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resignation of one Commissioner and the expiry of the term for the three Commissioners, four new Commissioners
were nominated by the premier of the Executive Yuan, approved and appointed by the Legislative Yuan and began
serving as Commissioners on August 1, 2010.
The Organization Act was further amended on December 28, 2011. The amendment stipulates that the premier
of the Executive Yuan shall appoint one Commissioner to serve as Chairperson, and one as Vice Chairperson upon
nomination of the seven Commissioners. Accordingly, the Chairperson and the Vice Chairperson were nominated
by the premier of the Executive Yuan on April 30, 2012, approved and appointed by the Legislative Yuan and began
tenure as Commissioners on August 1, 2012. Upon the resignation of one commissioner and the expiry of the term
for two Commissioners, three new Commissioners were nominated by the premier of the Executive Yuan, approved
and appointed by the Legislative Yuan and began serving as Commissioners on August 1, 2014.
In accordance with the Organization Act, the NCC is responsible for:
zz formulating, implementing and interpreting telecommunications laws and regulations;
zz issuing telecommunications licenses and regulating the operation of telecommunications industry participants;
zz assessing and testing telecommunication systems and equipment;
zz drafting and promulgating technical standards for telecommunications and broadcasting;
zz classifying and censoring the contents of telecommunications and broadcasting;
zz managing telecommunications and media resources in Taiwan;
zz maintaining competition order in the telecommunication and broadcasting industries;
zz governing technical standards in connection with the safety of information communications;
zz managing and facilitating the resolution of disputes pertaining to the Taiwan telecommunications and
broadcasting industries;
zz managing offshore matters relating to Taiwan’s telecommunications and broadcasting industries including
matters of international cooperation;
zz managing funds allocated for the development of Taiwan’s telecommunications and broadcasting industries;
zz monitoring, investigating and determining matters in relating to Taiwan’s telecommunications and
broadcasting industries;
zz enforcing restrictions under telecommunications and broadcasting laws and punishing violators; and
zz supervising other matters in relation to communications and media.
Telecommunications Act
The Telecommunications Act and the regulations under the Telecommunications Act establish the framework
and govern the various aspects of the Taiwan telecommunications industry, including:
zz licensing of telecommunications services;
zz telecommunication numbers;
zz restrictions on dominant telecommunications service providers;
zz tariff control and price cap regulation;
zz accounting separation system;
zz interconnection arrangements;
zz bottleneck facilities;
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zz spectrum allocation;
zz provision of universal services;
zz equal access;
zz number portability;
zz local loop unbundling;
zz co-location; and
zz ownership limitations.
Each of these aspects is described below. The Telecommunications Act also establishes a non-auction pricing
system for assignment of radio frequencies.
Licensing of Telecommunications Services
Type I and Type II Service Providers
Under the Telecommunications Act, telecommunications service providers are classified into two
categories:
Type I. Type I service providers are providers that install network infrastructure, such as network
transmission, switching and auxiliary equipment for the provision of telecommunications services. Type
I services include fixed-line services such as local, domestic long distance and international long distance
services, as well as interconnection, leased line, ADSL and satellite services and wireless services such as
mobile, including mobile data and trunked radio services.
Type II. Type II service providers are defined as all telecommunications service providers other than
Type I service providers. Type II services are divided into special services and general services. Special
services include simple voice resale, E.164 internet telephony service, Non-E.164 internet telephony service,
international telecommunications services that provide to unspecific customers by leasing international circuit
and other services specified by the MOTC before March 1, 2006 or by the NCC from March 1, 2006. General
services include any Type II service other than special services.
Until 1996, we were the sole provider of Type I services in Taiwan. In 1996, the government opened the
market for mobile, paging and trunked radio, mobile data and digital low power cordless telephone services.
In 1998, the government opened the market for fixed-line and mobile satellite services. In June 2001, the
government granted licenses to three operators for establishing fixed-line services, thereby opening the market
for fixed-line services. Since August 2000, the government has permitted four undersea cable operators to
engage in the undersea cable leased-circuit business.
Commencing in 2007, the NCC began accepting applications for licenses to provide fixed-line services
in March, June, September and December of each year. The NCC started to accept applications for fixed-line
services on a daily basis beginning in 2008. There is no limit on the number of fixed-line licenses that they may
decide to issue.
Granting of Licenses
Type I
Type I service providers are more closely regulated than Type II service providers. The government
has broad powers to limit the number of providers and their business scope and to ensure that they meet their
facilities roll-out obligations. Under the Telecommunications Act, Type I service providers are subject to pre-
licensing merit review of their business plans and tariff rates.
Before March 1, 2006, licenses for Type I services were granted by the MOTC through a three-step
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procedure. Applicants obtained a concession from the MOTC. After obtaining a concession, the applicant
obtained a network construction permit and an assignment of spectrum, in the case of mobile telephone
services and satellite services, from the Directorate General of Telecommunications or the MOTC prior to
applying for a license. Upon completion of construction of its network and review by the Directorate General
of Telecommunications, the applicant was granted a Type I license. The MOTC had the authority to grant Type
I licenses for each of fixed-line services, wireless services and satellite services. Type I licenses have different
minimum paid-in capital requirements for applicants and varying durations depending on the particular type of
service.
Since March 1, 2006, the same procedure applies except that the licenses are granted by the NCC.
The Telecommunications Act further authorizes the competent authority, now the NCC, to promulgate
separate regulations governing each Type I service, including the business scope of the Type I service provider,
as well as the procedures and conditions for granting special permits and the length of the period of the special
permits of each Type I service. Each holder of a Type I license will pay a fee ranging from 0.5% to 2% of
their annual revenues or their bid price ratio (Article 2 of the Type I Service Provider Special Tariff Standards)
multiplied by their annual revenues generated from the particular Type I service for which a license has been
granted.
Fixed Line Services. Under the Telecommunications Act, the Regulations for Administration on Fixed
Network Telecommunications Business govern the issuance of fixed-line service licenses and the business
scope of fixed-line providers. Fixed-line service licenses are subdivided into the following categories, and we
conduct our fixed line services with a license for integrated services.
zz
integrated services, including local, domestic long distance and international long distance telephone
services;
zz
local telephone services;
zz
domestic long distance telephone services;
zz
international long distance telephone services; and
zz
local, domestic long distance and international long distance leased line services.
Licenses for local telephone and integrated services are valid for 25 years. Licenses for domestic
long distance and international long distance telephone services are valid for 20 years. Licenses for leased
line services are valid for 15 years. If the service provider wishes to continue operating, the service provider
needs to apply for a license renewal to the NCC between nine months and six months before the expiration
of their license. The minimum paid-in capital requirements for integrated services providers that applied for a
license before June 30, 2004, between July 1, 2004 and January 31, 2008 and on or after February 1, 2008 are
NT$21 billion, NT$8.4 billion and NT$6.4 billion, respectively. The minimum paid-in capital requirements for
both domestic and international long distance telephone service providers that applied for a license between
July 1, 2004 and January 31, 2008 and on or after February 1, 2008 are NT$1.05 billion and NT$800 million,
respectively. The minimum paid-in capital requirements for international undersea leased cable service
providers that applied for a license before June 30, 2004, between July 1, 2004 and January 31, 2008, between
February 1, 2008 and June 30, 2013 and on or after July 1, 2013 are NT$420 million, NT$420 million, NT$320
million, and NT$300 million, respectively. The minimum paid-in capital requirement for local telephone service
providers that applied for a license between July 1, 2004 and January 31, 2008 and on or after February 1, 2008
are NT$6.3 billion and NT$4.8 billion, respectively, multiplied by the Local Network Operation Weights for the
regions in which local network managerial rights have been granted to the service provider. The Local Network
Operation Weights are calculated as the population of the region as a proportion of the entire population of
Taiwan and are announced by the competent authority every three years. If an applicant for a license is also
a Type I service provider, it will need to combine the minimum paid-in-capital requirements for all relevant
services.
In March 2000, the government granted three new concessions to fixed-line services providers for
48
integrated services. Recipients of these concessions are required to apply for a network construction permit to
deploy broadband local access networks. Each recipient of these concessions is required to have capacity for
150,000 customers before it is able to apply for a fixed-line license to launch its proposed services. The three
fixed-line service providers have since obtained fixed-line licenses and are required to achieve capacity for one
million customers by the sixth year following the date of the grant of the network construction permit awarded.
Operators that applied for integrated service provider licenses before June 30, 2004, between July 1, 2004 and
January 31, 2008 and on or after February 1, 2008 must achieve a capacity for 1.0 million, 0.4 million and
0.3 million customers, ports or a combination of both, respectively, by the fourth year following the date of the
grant of the network construction permit.
Wireless Services. Under the Telecommunications Act, the Regulations for Administration of Mobile
Communications Business promulgated by the MOTC before March 1, 2006 or by the NCC from March 1,
2006 continue to govern the issuance of wireless services licenses and the business scope of wireless service
providers. Wireless service licenses are subdivided into the following categories:
zz mobile services;
zz
paging services;
zz mobile data services;
zz
digital low-power cordless telephone services; and
zz
trunked radio services.
Wireless service licenses are granted to both regional and national service providers through review and
bidding procedures.
The wireless service license for mobile or paging service, once granted, should be valid for a term of
15 years starting from the date when such license is granted, and licenses for mobile data, digital low-power
cordless telephone and trunked radio are valid for 10 years starting from the date when such license is granted.
According to the Regulations for Administration of Mobile Communications Businesses amended by the NCC
on September 19, 2011, the wireless service provider may file an application with the NCC for extension of
the valid term of its license for providing mobile or paging service one year prior to the expiry of the 15-year
valid term. Once the NCC approves the application, the valid term of the wireless service license for mobile
or paging service will be extended to June 30, 2017. The valid terms of our licenses granted by the ROC
government authorities for providing 2G mobile services on the 900MHz and 1800MHz spectrum expired in
2012 and 2013 respectively. We filed the application with the NCC for extending the valid terms of our 2G
licenses on November 29, 2011. Our application was approved by the NCC in November 2012 and the terms
of our licenses for providing 2G mobile services on the 900MHz and 1800MHz spectrum should be valid until
June 2017. See “Item 4. Information on the Company—B. Business Overview—Network Infrastructure —
Mobile Services Network” for the discussion of our early return of the 2G license in the 900 MHz frequency
band to the NCC on October 22, 2014.
The minimum paid-in capital requirements for different mobile communication businesses are as
follows: Digital Low-Power Wireless Telephone Business, NT$200 million; Trunking Wireless Telephone
Business, NT$20 million for regional operation and NT$60 million for island-wide operation; Mobile Data
Communication Business, NT$50 million for regional operation and NT$150 million for island-wide operation;
Radio Paging Business, NT$200 million for regional operation and NT$400 million for island-wide operation;
Mobile Telephone Business, NT$2 billion for regional operation and NT$6 billion for island-wide operation.
If one single applicant acquires operational licenses of two or more businesses with minimum paid-in capital
requirements, the paid-in capital for the businesses should be calculated and collected by the applicant
separately.
For an operator who obtains the permission of operation over two businesses through the legal
procedure, its minimum paid-in capital shall be separately calculated upon approval for establishment, if such
other businesses are subject to the minimum paid-in capital restriction.
49
Third Generation Mobile Services. The MOTC promulgated the Regulations for Administration of
the Third Generation Mobile Communications Business on October 15, 2001. The NCC amended the above
regulations on July 5, 2007, designating itself as the authority in charge of the third generation, or 3G, mobile
services regulations and further amended such regulations on December 30, 2008 for the establishment of base
stations. The regulations govern voice and non-voice telecommunications services provided using the spectrum
assigned by the MOTC, and now governed by the NCC, that utilizes the IMT-2000 technical standards as
announced by the International Telecommunications Union. Licenses for 3G mobile services were granted by
the MOTC and are now granted by the NCC. We have received our 3G mobile services license, which is valid
from May 26, 2005 to December 31, 2018.
Under the Regulations for Administration of the Third Generation Mobile Communications Business, the
operation area of this business is the whole nation; the minimal paid-in capital for operating this business shall
be NT$6 billion. If the applicant operates another business of a Type I telecommunications enterprise at the
same time and there is a restriction on the paid-in capital to the other business, after acquiring the establishment
approval, the required minimal paid-in capital shall be calculated by aggregating the minimal requirement of
each service.
Mobile Broadband Services. The NCC promulgated the Regulations for Administration of Mobile
Broadband Businesses on May 8, 2013. Under such regulation, the 4G service providers must obtain the
concession license issued by the NCC before providing 4G services. The license is valid from the date of
issuance until December 31, 2030. The operation area of 4G services covers throughout the ROC.
The minimum paid-in capital for operating the mobile broadband services is NT$6 billion. If an
applicant also operates another business of Type I telecommunications enterprise, the minimal paid-in capital
required for operating the mobile broadband services and the other Type I telecommunications services shall be
determined by aggregating the paid-in capital of the entity required for operating the mobile broadband services
and that of the entity required for operating the other Type I telecommunications services.
We received the system installation permit on March 12, 2014 and have constructed our network system.
We received the 4G mobile services license on April 30, 2014, and launched the services on May 29, 2014.
Satellite Services. Under the Telecommunications Act, the Regulations for Administration on Satellite
Communication Services promulgated by the MOTC govern the issuance of satellite services licenses
and the business scope of satellite service providers. The NCC amended the above regulations on July 20,
2007, designating itself as the authority in charge of the Satellite Regulations. Satellite services licenses are
subdivided into fixed satellite services licenses and mobile satellite services licenses.
The satellite services license should be valid for a term of 10 years starting from the date when such
license is granted. If the service provider wants to re-new its satellite services license before the expiry of the
10-year term, such service provider needs to file a renew application with the NCC within the period from
9 months to 6 months before the expiry date of the original satellite license. The valid term of the renewed
satellite license will be 10 years. Minimum paid-in capital requirements for fixed satellite service providers and
mobile satellite service providers are NT$100 million and NT$500 million, respectively. If an applicant applies
to operate fixed satellite services and mobile satellite services at the same time, its minimum paid-in capital
should be calculated separately. The same also applies to an applicant who operates another business of Type I
telecommunications enterprise at the same time.
We currently hold a fixed satellite services license, valid from December 10, 2008 to December 9, 2018.
Type II
The Telecommunications Act was amended in 1996 to open the market for all Type II services. Under
the Regulations for Administration on Type II Telecommunications Business, Type II services are divided
into special services and general services. Special services include simple resale, network telephone service
of E.164 and non-E.164 user numbers (VoIP), international leased circuit and other services specified by
governing authority. General services include any Type II service other than special services. The policy for
50
granting a Type II service license is as follows:
zz
there is no limit on the number of licenses to be issued;
zz
licenses were granted by the Directorate General of Telecommunications before March 1, 2006 and are
now granted by the NCC; and
zz
no bidding procedure is required.
We hold a license to operate all Type II services. Type II service licenses issued before November 15,
2005 are valid for ten years and may be renewed by submitting an application within two months prior to the
expiration date. Type II service licenses issued or renewed on or after November 15, 2005 are valid for three
years and may be renewed during the period commencing two months prior to the expiration date. There is no
minimum paid-in capital requirement for Type II service providers. Our license to operate Type II services is
included in our license to operate integrated services, and is valid from July 29, 2000 to July 28, 2025.
Under the Type II Telecommunications Enterprise Permit Fee Schedule, operators of simple resale or
network telephone services of E.164 or non-E.164 user numbers must pay an annual license fee equal to 1%
of annual revenues generated from these services during the previous year. Type II service operators providing
services other than simple resale or network telephone services of E.164 or non-E.164 user numbers must pay
license fees ranging from NT$6,000 to NT$150,000 depending on their respective paid-in capital. For operators
who operate over two or more businesses, their license fee shall be separately calculated but jointly collected.
These regulations do not apply to integrated services providers who are permitted to provide Type II services
without additional Type II Licenses.
Telecommunications Numbers
According to the Telecommunications Act, numbering codes, subscriber numbers, identification
numbers and other telecommunication numbers will be distributed and managed by the NCC. These
telecommunication numbers may not be used or changed without approval by the NCC. In order to maintain
effective use of available telecommunication numbers, the Telecommunications Act empowers the NCC
to reallocate and retrieve and to collect a usage fee for distributed telecommunication numbers. The NCC
promulgated the Regulations for Usage Fees of Specific Telecommunications Numbers on March 18, 2010,
effective immediately, requiring telecommunications service providers to pay 70% of revenues collected from
the auctioning off and selection of “golden numbers” and the standard usage rates for “special identification
numbers” in use.
Restrictions on Dominant Telecommunications Services Providers
Under the Telecommunications Act, the regulations governing dominant telecommunications services
providers apply only to Type I service providers. A Type I service provider is deemed to be dominant if it meets
any of the following criteria and was declared by the MOTC or now the NCC as dominant:
zz
controls key basic telecommunications infrastructure;
zz
has dominant power over market price; or
zz
has more than a 25% market share in terms of customers or revenues.
We have been declared by the former competent authority MOTC as a dominant Type I service provider
for fixed-line and GSM mobile services. On July 7, 2012, we have been classified as a dominant Type I service
provider for 3G mobile services by the NCC. Under the Telecommunications Act, a dominant Type I service
provider must not engage in the following activities:
zz
directly or indirectly hinder a request for interconnection with its proprietary technology by other Type
I service providers;
zz
refuse to release to other Type I service providers the calculation methods of its interconnection fees
and other relevant materials;
51
zz
improperly determine, maintain or change its tariffs or means of services;
zz
reject, without due cause, a request for leasing network components by other Type I service providers;
zz
reject, without due cause, a request for leasing lines by other service providers or customers;
zz
reject, without due cause, a request for negotiation or testing by other service providers or customers;
zz
reject, without due cause, a request for negotiation for co-location by other service providers;
zz
discriminate, without due cause, against other service providers or customers; or
zz
abuse its position as a dominant provider, or engage in other unfair competition activities as determined
by the regulatory authorities.
In addition, a dominant Type I service provider is subject to special regulations limiting its tariff
changes.
Tariff Control and Price Cap Regulation
In order to promote competition in the telecommunications market, and as part of the government’s
overall policy toward deregulation, the Telecommunications Act was amended in 1999 to abolish the former rate
of return system on tariff setting in favor of price cap regulation of Type I services.
Under the Administrative Regulation Governing Tariffs of Type I Telecommunications Enterprises,
a dominant Type I service provider must submit its proposed adjustment in primary tariffs and promotional
packages including primary tariffs to the NCC for approval at least 14 days prior to the date of the proposed
tariff changes and announce such change on media, website and business locations on the day after the NCC
grants the approval. The tariff change will come into effect seven days after the announcement.
Primary tariffs include:
zz
for fixed line local telephone services: monthly fees, usage fees, monthly rental fees of leased lines,
pay telephone usage fees and internet connection service fees;
zz
for fixed line domestic long distance telephone services: monthly rental fees of leased lines;
zz
for fixed line international long distance telephone services: leased line monthly rental fees;
zz
for wireless services, including 3G mobile services: monthly rental fees and the prepaid communication
charges;
zz
the wholesale price enacted in accordance with this regulation; and
zz
other fees or tariffs announced by the NCC.
In addition, a dominant Type I service provider is required to set wholesale prices for the provision of its
telecommunication services to other telecommunications enterprises. Factors affecting the determination and
adjustments of the wholesale price include the establishment, change, cancellation and connection fees. These
telecommunication services and their suitable targets, all of which are subject to annual reviews by the NCC,
include:
zz
interface circuits (local and long distance) between internet access service providers and customers for
Type I and Type II service providers;
zz
interface circuits (local and long distance) between internet access service providers for Type I and
Type II service providers that are internet access service providers;
zz
interconnection circuits between Type I service providers and between Type I and Type II service
providers of international simple resale, or ISR, and E.164 VoIP services;
zz DSL-family (xDSL) circuits for fixed line service providers and internet service providers;
52
zz
other local and long distance data circuits for Type I and Type II service providers; and
zz
broadband internet interconnection for Type I and Type II service providers that are internet access
service providers.
The initial wholesale prices set by a dominant Type I service provider may be the retail price less fees
and expenses which need not be incurred, but shall not be higher than its promotional pricing. Changes in the
wholesale price charged by a dominant Type I service provider may not be greater than (i) the retail price less
fees and expenses which need not to be incurred but not greater than the promotional pricing; or (ii) the annual
growth rate of the consumer price index in Taiwan minus the constant set by the NCC, whichever is the lower.
The Administrative Regulations Governing Tariffs of Type I Telecommunications Enterprises further prohibits
a dominant Type I service provider from practicing unfair competition against other telecommunications
enterprises.
In addition, changes in tariffs charged by dominant Type I service providers (notwithstanding the type
of their respective services) may not, in any event, be greater than the annual growth rate of the consumer price
index in Taiwan adjusted by a set constant, which will be periodically determined and announced by the NCC.
For example, if:
zz
the annual growth rate of the consumer price index in Taiwan minus the set constant is positive, the
increased percentage of tariffs must not exceed such positive figure;
zz
the annual growth rate of the consumer price index in Taiwan minus the set constant is negative, the
decreased percentage of tariffs must be at least the absolute value of such negative figure, and the
tariffs used in the given year must not be higher than the decreased tariff; and
zz
the annual growth rate of the consumer price index in Taiwan minus the set constant equals to zero, no
increase in tariffs is allowed to be made by any Type I service providers.
On January 29, 2010, the NCC announced that effective from April 1, 2010 to March 31, 2013:
zz
the set constant to be applied to the tariff adjustment for the fixed line integrated services is 4.816%
and covers the following:
zz dominant providers of fixed line services
zz tariffs of the following:
zz the monthly fee for ADSL leased line and the usage fee for domestic long distance telephone
services (excluding public pay phones)
zz wholesale prices of the following:
zz the monthly fee for leased lines services (including local and domestic long distance leased
lines) between internet service providers and their customers
zz the monthly fee for leased lines services (including local and domestic long distance leased
lines) between an internet service provider and another internet service provider
zz the monthly fee for the interconnection (including local and domestic long distance
lines) between a Type 1 telecommunication service provider and another Type 1
telecommunication service provider; the monthly fee for the interconnection (including local
and domestic long distance lines) between a Type 1 telecommunication service provider
and a Type 2 telecommunication service provider who provides simple resale and network
telephone service of E.164 user numbers
zz the monthly fee for other local and domestic long distance leased lines
zz the interconnection fee for internet bandwidth interconnection
53
zz no set constant to be applied to the call charges for the domestic fixed communication services
during the following periods:
zz the integrated services operators and the domestic telephone services operators can
determine the tariff adjustment for the domestic telephone services during the specific
period and seek NCC’s approval or recognition
zz the specific periods include 11:00 p.m. to 8:00 a.m. from Monday to Friday, 12:00 a.m.
Saturday to 8.00 a.m. Monday, and the whole day of a national holidays
zz
the set constant to be applied to the tariff adjustment for the mobile services and the 3G mobile services
is 5% and covers the following:
zz 2G mobile service and 3G mobile service operators
zz tariffs of the following:
zz domestic short messaging services
zz calls made from a 2G mobile services customer or from a 3G service network to a domestic
fixed communication network
zz calls made from a 2G mobile services customer or from a 3G service network to a 2G mobile
service network, a 3G mobile service network, a 1900MHz Digital Low-Tier Cordless
Telephone Services, or PHS, or WiMAX services
zz the set constant to be applied to the cellular voice access charge will be announced separately after
the amendment to the relevant regulations.
zz
the set constant to be applied to the tariff adjustment for other Type 1 telecommunication services is the
annual growth rate of the consumer price index in Taiwan.
On February 7, 2013, the NCC announced that effective from April 1, 2013 to March 31, 2017:
zz
the set constant to be applied to the tariff adjustment for the fixed line integrated services is 5.1749%
and covers the following:
zz dominant providers of local network services and long-distance network services in Type I service
zz tariffs of the following:
zz the monthly fee for fixed-line broadband access services (excluding fiber-to-the-home, or FTTH,
and fiber-to-the-building, or FTTB)
zz wholesale prices of the following:
zz the monthly fee for leased lines services (including local and domestic long distance leased
lines) between internet service providers and their customers
zz the monthly fee for leased lines services (including local and domestic long distance leased
lines) between an internet service provider and another internet service provider
zz the monthly fee for the interconnection (including local and domestic long distance
lines) between a Type 1 telecommunication service provider and another Type 1
telecommunication service provider; the monthly fee for the interconnection (including local
and domestic long distance lines) between a Type 1 telecommunication service provider
and a Type 2 telecommunication service provider who provides simple resale and network
telephone service of E.164 user numbers
zz the monthly fee for other local and domestic long distance leased lines
zz the interconnection fee for internet bandwidth interconnection
54
zz
the set constant to be applied to the tariff adjustment for other Type 1 telecommunication services is the
annual growth rate of the consumer price index in Taiwan, no increase in tariffs is allowed.
In comparison, all non-dominant Type I service providers are only required to fully disclose and notify
the public of their proposed tariff adjustments and promotional packages, through the media, websites, and at
all business premises, in an appropriate manner, and to report to the NCC prior to the date of the proposed tariff
change, with respect to all tariffs.
Type II service providers are free to establish their own tariff schemes, but are required to notify the
NCC and the public upon adoption and upon any subsequent adjustments.
Accounting Separation System
The Telecommunications Act requires that a Type I service provider, including one who concurrently
offers Type II services, separately calculate the profits and losses for its different services and prohibits any
cross-subsidization among services that will impede fair competition.
Interconnection Arrangements
The Telecommunications Act requires all Type I service providers to allow other Type I service
providers access to their networks. It further requires Type I service providers, within three months
upon request by the other Type I service provider, to reach an agreement on the relevant terms for the
interconnection. Prices charged for interconnection must be based on cost. If the parties fail to reach an
agreement within three months, the NCC may, either at the request of the parties or on its own accord,
arbitrates and determines the interconnection terms for the parties. The Telecommunications Act authorizes the
Directorate General of Telecommunications or, from March 1, 2006, the NCC to issue rules and regulations
pertaining to interconnection.
The Regulations Governing Network Interconnection among Telecommunications Enterprises
establishes the basis for determining the interconnection charge of a dominant Type I service provider, which
shall be reviewed every four years. The interconnection charge of a dominant Type I service provider shall be
reviewed by the NCC in advance, and the NCC has the right to modify the rate.
A dominant fixed-line service provider shall unbundle its network elements. The unbundled network
elements shall contain the following:
zz
local loops;
zz
local switch transmission equipment;
zz
local trunks;
zz
toll switch transmission equipment;
zz
long distance trunks;
zz
international switch transmission equipment;
zz
network interfaces;
zz
directory equipment and services; and
zz
signaling network equipment.
Unless otherwise provided by the laws, interconnection charge of the providers for mobile
communications businesses and the 3G mobile communications business should be calculated based on the
decrees issued by NCC. The foregoing shall apply, mutatis mutandis, to the calculation and reviewing method
of the interconnection charge of the dominant providers for fixed communication services.
Unbundled network components of the providers for mobile communications businesses and the 3G
55
mobile communications business include:
zz mobile telecommunications trunks;
zz mobile telecommunications base stations;
zz
controlling equipment of mobile telecommunications base stations;
zz mobile telecommunications switch transmission equipment; and
zz
other items recognized by the NCC.
The Regulations Governing Network Interconnection among Telecommunications Enterprises specifies
the charges for network interconnection among Type I service providers as follow:
zz Before January 1, 2011, except for international communications, tariffs for communications between a
mobile telecommunications network and a fixed-line network were collected from the call-originating
subscribers by the call-originating service provider pursuant to the tariff schedules set by the mobile
communication service provider, and revenues or any uncollectible accounts from such tariffs went
to the mobile service provider. However, from January 1, 2011, although the tariffs shall still be paid
by the call-originating subscribers, the tariff schedules are set by the call-originating network service
provider, and revenues or any uncollectible accounts from such tariff shall go to the call-originating
service provider. During the transition period from January 1, 2011 to December 31, 2016, we, as a
dominant Type I fixed-line service provider, shall pay extra transition fee in addition to access charges
to the mobile communications service providers.
zz Tariffs for communications between mobile telecommunications networks shall be paid by the call-
originating subscribers pursuant to the tariff schedules set by the call-originating service providers,
and the revenues or any uncollectible accounts from such tariffs shall go to the call-originating service
providers.
zz Tariffs for communications between fixed-line network will be determined by the following principles:
zz tariffs for communications between the local telephone networks shall be paid by the call-
originating subscribers pursuant to the tariff schedules set forth by the call-originating service
providers, and revenues or any uncollectible accounts from such tariffs shall go to the call-
originating service providers;
zz tariffs schedules for the local telephone network subscribers using domestic long-distance telephone
services shall be set by the domestic long-distance telephone services provider and tariffs shall be
collected from the local telephone network subscribers using domestic long-distance telephone
services. Revenues or any uncollectible accounts from such tariffs shall go to the domestic long-
distance telephone services providers; and
zz tariffs schedules for the local telephone network subscribers using international long-distance
telephone services shall be set by the international long-distance telephone services provider and
collected from the local telephone network subscribers using international long-distance telephone
services. Revenues or any uncollectible accounts from such tariffs shall go to the international long-
distance telephone service providers.
zz Tariffs schedules for communications between satellite mobile networks and between satellite mobile
networks and fixed-line communications networks or mobile communications networks shall both be
set by the call-originating service providers. Revenues or any uncollectible accounts from such the
tariffs shall go to the call-originating service providers.
zz Tariffs schedules for communications between the E. 164 VoIP networks provided by the Type I service
providers and mobile telecommunications networks, or local telephone networks, or satellite mobile
networks shall be set by the call-originating service providers. Revenues or any uncollectible accounts
from such tariffs shall go to the call-originating service providers.
56
Bottleneck Facilities
Under the Telecommunications Act, when a Type I service provider cannot construct bottleneck
facilities within a reasonable period of time or substitute those facilities with other available technologies,
it may request for co-location on a fee basis from the owner of the facilities located at the bottleneck of
the relevant telecommunications network. The owner of the facilities so requested may not reject these
requests without due cause. The NCC has the authority to prescribe facilities as bottleneck facilities, and has
prescribed bridges, tunnels, lead-in tubes and telecommunications chambers located within buildings and
horizontal and vertical telecommunications cables and lines as bottleneck facilities in relation to fixed-line
telecommunications networks. The NCC, in an announcement on December 21, 2006, has defined local loop
facilities as the “bottleneck” of the telecommunications network and amended the Administrative Rules for
Network Interconnection Between Telecommunication Service Providers in April 2007, providing that we, as a
Type I service provider, can only charge other local telephone service providers at cost for local loop services.
The rental tariff is derived from a cost basis and must be approved by the NCC each year.
Spectrum Allocation
The MOTC is responsible for allocating all telecommunications related frequencies primarily according
to the standards set by the International Telecommunications Union. The NCC is responsible for the licensing
of operators to use these frequencies. The 900 MHz and 1,800 MHz frequency bands have been allocated for
2G mobile services and the licenses will be expired in June 2017. A total of 40 MHz of FDD spectrum around
the 850 MHz frequency band and a total of 110 MHz of FDD spectrum around the 2.1 GHz band have been
allocated for 3G mobile services, and the licenses will be expired in December 2018.
On October 30, 2013, NCC completed the bidding process for the spectrum to provide 4G mobile
services and a total of 270MHz of FDD spectrum over 700MHz, 900MHz, and 1800MHz frequency bands
have been assigned to six nominated bidders, including us. The spectrum for 4G mobile services was
released adhering to the principle of technological neutrality. Mobile broadband services can be offered by
heterogeneous networks, or HetNet, including the 4G network and the 2G network under this technology-
neutral spectrum. In addition, a total of 190MHz spectrum of the 2500MHz and 2600MHz frequency band will
be released for 4G mobile broadband services in 2015.
Provision of Universal Services
Under the Telecommunications Act, a Type I service provider may be required by the NCC, previously
the MOTC, to provide universal telecommunications services in remote or unprofitable areas. These services
include voice communication services, such as public phones, and data communication services, such as
internet provision for libraries and public primary and secondary schools. All Type I service providers and
certain Type II service providers designated by the NCC, previously the MOTC, will be required to contribute
a fixed portion of their annual revenues to a universal services fund. Such a fund will be used to compensate
for any losses, bad debts and management fees incurred by the relevant Type I service provider in providing
the universal services. All providers of universal services cannot refuse any request for service, unless for
legitimate reasons, and cannot charge more than the predetermined tariffs.
Equal Access
As a result of the liberalization of Taiwan’s telecommunications industry, a Type I service provider,
including a 3G mobile services provider and a WiMax service operator, is required to provide its customers
with equal access to the domestic and international long distance telephone services provided by other service
providers. A Type I service provider may provide equal access through pre-selection or call-by-call selection.
Before July 1, 2005, all Type I service providers, including us, provide equal access only through call-by-
call selection. When a customer makes a call using call-by-call selection, such customer has the option to
select a service provider by dialing the network identification prefix assigned to the service provider of his
choice. This will result in the automatic selection of the preferred service provider for the provision of relevant
telecommunication services. Starting from July 1, 2005, all Type I service providers also provide equal access
57
through pre-selection in Keelung City, Taipei City/County, Taichung City/County and Kaohsiung City/County.
Equal access through pre-selection is available throughout Taiwan since January 1, 2006. The pre-selection
function allows any customer to select in advance a long distance or international service provider of his or her
choice. When such customer makes a call using this function, the communications network will automatically
interconnect to the long distance or international network previously selected by such customer.
Number Portability
According to the Telecommunications Act and the Regulations Governing Number Portability, Type I
service providers shall provide number portability service which enables customers to retain their existing local
and toll free fixed-line telephone numbers or mobile phone numbers when they switch from the original Type
I service provider to other Type I service providers. Meanwhile, Type I service providers shall mutually grant
each other number portability services on a reciprocal basis, and shall conform in accordance with the principle
of impartiality and reasonableness, and shall not be discriminatory.
Under the regulation, we are required to provide number portability service for fixed-line customers
in Taipei City, Taipei County (now New Taipei City), Keelung City, Taichung City, Kaohsiung City and other
areas where there are two or above fixed-line service providers. We have also provided number portability
service for mobile communication customers since October 15, 2005. Pursuant to the regulation, we shall
compile and submit related information of number portability for the previous six months to NCC by January
10 and July 10 of each year.
Local Loop Unbundling
In December 2006, the NCC defined the local loop as facilities “at the bottleneck of telecommunications
networks” in accordance with the Regulations for Administration on Fixed Network Telecommunications
Businesses. The NCC requires us to unbundle the local loops and allow other telecommunications operators
to use these connections. The local loop or last mile connections are the physical wire connections between
the telephone exchange’s central office to the customer’s premises usually owned by the incumbent
telephone company. The NCC further amended the Regulations Governing Network Interconnection among
Telecommunications Enterprises in April 2007 which provides that we can only charge other local telephone
service providers at cost for local loop services instead of on the basis of commercial negotiations.
Co-location
We have been declared by the MOTC as a dominant Type I service provider for fixed-line and
mobile services. According to the Telecommunication Act, the Regulations for Administration on Fixed
Network Telecommunications Business and the Regulations Governing Network Interconnection among
Telecommunications Enterprises, if any other service provider requests for co-location, we must negotiate with
them, unless otherwise provided by laws or regulations. As of the end of 2014, we had been co-locating 27
Point of Interface, or POI sites and 2 cable stations with other Type I fixed-line service providers and 12 POI
sites with other Type I mobile service providers.
Ownership Limitations
The laws of the ROC limit foreign ownership of our common shares. Prior to March 1, 2006, the
MOTC, as the competent authority under the Telecommunications Act, had the power to prescribe the limits on
foreign ownership of our common shares. After the formation of the NCC on March 1, 2006, the NCC replaced
the MOTC as the competent authority under the Telecommunications Act pursuant to the Organization Law.
On July 18, 2006, the MOTC and the NCC reached an agreement where the MOTC will have the authority to
adjust foreign ownership limits only after negotiations with the NCC. On June 14, 2007, we applied to both
the NCC and the MOTC, asking for an increase in direct and indirect foreign ownership cap of our common
shares. After consultation with the NCC, the MOTC raised our foreign ownership cap of direct and indirect
shareholdings from 49% to 55%. Our foreign ownership limitation of total direct shareholdings remained at
49%.
58
Fair Trade Act
The requirements and restrictions under the Telecommunication Act regarding price control, IP peering, equal
access and accounting separation regulates certain competitive activities among telecommunication industries and
aims to reduce the occurrence of anti-competition activities.
By comparison to the Telecommunications Act, 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.
The Fair Trade Act 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.
In March 2015, the FTC found us liable for providing false and misleading data in advertisement comparing
our services against our competitors on our 100Mbps fiber broadband plus TV programs service in the PingTung
area. The FTC consequently ordered us to pay a fine of NT$0.8 million, which we had paid in March 2015.
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.
According to the FTA, an enterprise or a group of enterprises will not be considered as monopolistic
enterprise(s) if none of the following circumstances exists:
zz
the market share of the enterprise in a relevant market reaches one-half of the market;
zz
the combined market share of two enterprises in a relevant market reaches two-thirds of the market;
and
zz
the combined market share of three enterprises in a relevant market reaches three-fourths of the market.
If the market share of any respective enterprise does not reach one-tenth of the relevant market or if the
amount of the enterprise’s total sales in the preceding fiscal year is less than the amount which the authority
announces, such enterprise shall not be considered as a monopolistic enterprise in the relevant market.
Notwithstanding the above, 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 market or eliminate competition.
Under the FTA, any enterprise with monopoly status is prohibited from engaging in any of the following
activities:
zz
directly or indirectly, by using any unfair method to prevent any other enterprises from competing;
zz
improperly set, maintain or change the price for goods or the remuneration for services;
zz
forcing the enterprise’s trading counterpart to give preferential treatment without justification; or
zz
abusing its market power.
According to the FTC’s Explanation on Regulations Governing Telecommunication Industry, a
telecommunications enterprise with monopoly status is likely to be involved with the following activities
regulated by the FTA: conducting predatory pricing, price squeezing, cross-subsidies, price discrimination,
blocking access to essential facilities, and entering into long-term agreements to restrict the ability to change
59
counterparties.
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. If the FTC finds such violation is
serious, it may further impose a monetary fine exceeding the NT$100,000,000 but up to 10% of the total sales
of the enterprise in the preceding fiscal year. The responsible person of such enterprise may be sentenced to
imprisonment of not more than three years.
Regulations on Combination Between Telecommunications Enterprises
The term “merger” used in the FTA refers to any of the following circumstances:
zz where an enterprise and another enterprise are merged into one;
zz where any enterprise holds or acquires more than one-thirds of total voting shares or capital of another
enterprise;
zz where any enterprise is assigned by or leases from another enterprise the whole or the major part of the
business or properties of such other enterprise;
zz where any enterprise operates jointly with another enterprise on a regular basis or is entrusted by
another enterprise to operate the latter’s business; or
zz where any enterprise directly or indirectly controls the business operation or the appointment or
discharge of personnel of another enterprise.
If any merger between or among multiple enterprises falls within any of the following circumstances, a
prior approval granted by the FTC shall be required:
zz
as a result of the merger, the enterprise will own at least one-third of the total market share;
zz
there is any enterprise involved with the merger has one-fourth of the market share; or
zz
the aggregate sales amount for the preceding fiscal year of the enterprises and the entities controlled
by or affiliated with such enterprise involved with the merger exceeds the threshold amount publicly
announced by the FTC from time to time.
Once the telecommunications enterprise files the merger application with the FTC, the FTC will evaluate
the pros and cons of the merger by weighing the potential economic efficiency against the disadvantage of
reduced competition. If the FTC finds the potential economic efficiency generated from the merger should be
able to offset the disadvantage of reduced competition caused, the FTC will grant the approval for the merger.
Regulations on Concerted Action (Cartel) in Telecommunication Industry
The term “concerted action (cartel)” as used in the FTA means the conduct of any enterprise, by means
of contract, agreement or any other form of mutual understanding, with any other competing enterprise, to
jointly determine the price of goods or services, quantity, technology, products, facilities, trading counterparts,
or trading territory with respect to such goods and services, and thereby to restrict each other’s business
activities. 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.
Notwithstanding the above, the term concerted action as used in the FTA is limited to any concerted action at
the same production and/or marketing stage that would affect the market function of production, trade in goods,
or supply and demand of services. Under the FTA, enterprises are prohibited from engaging in any concerted
actions unless the FTC holds the concerted action may be beneficial to overall economy and public interest.
According to the FTC’s Explanation on Regulations Governing Telecommunication Industry, a
telecommunications enterprise may be able to involve with the following concerted actions: entering into
common pricing agreement, restriction of output and market segregation, concerted refusal to deal, or entering
into agreement for exchange of information.
60
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. If the FTC finds such
violation is serious, it may further impose a monetary fine exceeding the NT$100,000,000 but up to 10% of
the total sales of the enterprise in the preceding fiscal year. The responsible person of such enterprise may be
sentenced to imprisonment of not more than three years.
Regulations on Unfair Competition in Telecommunication Industry
The FTA prohibits any enterprise from conducting any of the following activities that may restrict
competition or impede fair competition:
zz
forcing another enterprise to discontinue supply, purchase or other business transactions with a
particular enterprise for the purpose of injuring such particular enterprise;
zz
treating another enterprise discriminatively without justification;
zz
preventing competitors from participating or engaging in competition by inducing customers with low
price or other illegal inducements;
zz
forcing another enterprise to refrain from competing in price, or to take part in a merger, or a concerted
action, or to perform vertical restrictions by coercion, inducement with interest, or other improper
methods; or
zz
setting improper restrictions on its trading counterparts’ business activity as the condition to reach
business engagement.
According to the FTC’s Explanation on Regulations Governing Telecommunication Industry, the
telecommunications enterprise may be involved with the following activities that may restrict competition or
impede fair competition: conducting vertical trading restraint, boycott, discrimination, improper sales discount,
sales with gift or lottery or tie-in sales.
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 Symbol Used by Telecommunications Enterprise on Goods or in
Advertisement
The FTA prohibits any enterprise from making or using false or misleading representations or symbol
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. 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 until its ceasing therefrom, rectifying its conduct
or taking the necessary corrective action.
61
Other Regulations
In addition to the competitive activities expressly regulated by the FTA, the enterprise shall further be
prohibited from conducting any fraudulent activity or significantly unfair activity that may impact the trade
order.
Administrative Fee Law
According to the Administrative Fee Law, central and local governments, government agencies and schools
are empowered to collect administrative fees from us and other telecommunications services providers for the
telecommunications facilities built on public roads and properties. Under the Administrative Fee Law, Urban Road
Act and Local Road Act, road authorities of municipal governments may collect usage fees from users of local roads,
including us, for establishing lines along with the local roads. The fee schedule is set up in the Standard for Usage
Fees of Local Roads.
Under the Public Road Law, administrative authorities of public roads may collect usage fees from the users
of public roads. According to the Rules Governing Collection of Usage Fees on Public Roads, the relevant collection
agencies, including agencies designated by the MOTC and municipal governments, depending on the types of public
roads, may collect usage fees from users, including us, for establishing lines along with the public roads.
Personal Data Protection
The amendment of the Personal Information Protection Act, or PIPA, replaced the former Computer-
Processed Personal Data Protection Act, or CPPDPA, and became fully effective on October 1, 2012, except for
its Articles 6 and 54 that await further determination by the Executive Yuan. Under the PIPA, every individuals 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 name, birthday, ID, special features, fingerprints, marriage status, family, education, occupation,
medical records, medical history, generic 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 an
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.
Statute of Chunghwa Telecom Co., Ltd.
The Executive Yuan, on April 27, 2012, proposed a motion for the abolishment of the Statute of Chunghwa
Telecom Co., Ltd. for legislative approval. The Legislative Yuan formally approved the motion on December 9,
2014 and the President of the ROC pronounced the abolishment of the law effective from December 24, 2014. The
abolishment has no material impact on our company.
62
C. Organizational Structure
Set forth below is a diagram indicating our organization structure as of March 31, 2015.
Chunghwa Telecom Co.,
Ltd. (Chunghwa)
100%
27.79%
100%
100%
100%
100%
100%
56.04%
100%
68.88%
100%
89%
100%
100%
51%
65%
100%
Chunghwa
Telecom
Vietnam
Co., Ltd.
(“CHTV”)
Senao
International
Co., Ltd.
(“SENAO”)
Chunghwa
International
Yellow Pages
Co., Ltd.
(“CIYP”)
Chunghwa
Telecom
Singapore
Pte., Ltd.
(“CHTS”)
Chunghwa
System
Integration
Co., Ltd.
(“CHSI”)
Chunghwa
Telecom
Global,
Inc.
(“CHTG”)
Light Era
Development
Co., Ltd.
(“LED”)
Spring
House
Entertainment
Tech. Inc.
(“SHE”)
Donghwa
Telecom
Co., Ltd.
(“DHT”)
CHIEF
Telecom
Inc.
(“CHIEF”)
Chunghwa
Telecom
Japan Co.,
Ltd.
(“CHTJ”)
Chunghwa
Investment
Co., Ltd.
(“CHI”)
New
Prospect
Investments
Holdings
Ltd. (“New
Prospect”)
Prime Asia
Investments
Group Ltd.
(“Prime
Asia”)
Chunghwa
Sochamp
Inc.
(“CHST”)
Smartfun
Digital Co.,
Ltd.
(“SFD”)
Hunghwa
International
Lo., Ltd.
(“HHI”)
3.63%
100%
100%
100%
Ceylon
Innovation
Co., Ltd.
(“CEI”)
Unigate
Telecom Inc.
(“Unigate”)
Chief
International
Corp.
(“CIC”)
0.39%
100%
Senao
International
(Samoa)
Holding Ltd.
(“SIS”)
100%
Senao
International
HK Limited
(“SIHK”)
100%
Concord
Technology
Co., Ltd.
(“Concord”)
100%
Glory Network
System Service
(Shanghai)
Co., Ltd.
(“GNSS
(Shanghai)”)
100%
100%
100%
100%
Senao
Trading
(Fujian)
Co., Ltd.
(“STF”)
Senao
Internation
al Trading
(Shanghai)
Co., Ltd.
(“SITS”)
Senao
Internation
al Trading
(Jiangsu)
Co., Ltd.
(“SITJ”)
Senao
Internation
al Trading
(Shanghai)
Co., Ltd.
(“SEITS”)
45.68%
Chunghwa
Precision
Test Tech.
Co., Ltd.
(“CHPT”)
100%
Chunghwa
Precision Test
Tech. USA
Corporation
(“CHPT (US)”)
100%
CHPT Japan
Co., Ltd.
(“CHPT
(JP)”)
100%
Chunghwa
Precision
Test Tech.
International,
Ltd. (CHPT
(International))
100%
Chunghwa
Investment
Holding
Company
(“CIHC”)
100%
CHI One
Investment
Co., Ltd.
(“COI”)
100%
Chunghwa
Hsingta
Company Ltd.
(“CHC”)
Shanghai Taihua
Electronic Technology
Limited
(“STET”)
100%
100%
75%
Chunghwa
Telecom
(China) Co.,
Ltd. (“CTC”)
Jiangsu
Zhenhua
Information
Technology
Company,
LLC. (“JZIT”)
51%
Hua-Xiong
Information
Technology
Co., Ltd.
(“HXIT”)
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.
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, 2014 have been translated into U.S. dollar amounts using US$1.00=NT$31.60, set forth in the
statistical release of the Federal Reserve Board on December 31, 2014. 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:
zz changes in our revenue composition and sources of revenue growth;
zz tariff adjustments;
zz capital expenditures as a result of technological improvements and changes in our business;
zz personnel expenses;
zz taxation; and
zz effect of adopting Taiwan IFRSs on our dividends and employee bonuses.
63
Each of these developments is discussed below.
Changes in our revenue composition and sources of revenue growth
Our domestic fixed communications business revenues are derived primarily from the provision of local,
domestic long distance, broadband access, leased line service, MOD, and other domestic services including ICT,
cloud services, corporate solution services, billing handling services and the leasing of real estate properties. In
addition, we also derive fixed-line revenues from providing interconnection services to other carriers. Our revenues
from mobile communications business are principally derived from the provision of mobile services, sales of mobile
handsets, tablets and data cards and other mobile services. Our revenues from internet business are generated
principally from HiNet internet service, internet VAS, data communication services, internet data center, and other
internet services including ICT and cloud services. Our revenues from international fixed communications business
are derived primarily from international long distance, international leased line, international data services, satellite
services, and other international services. Our other revenues are principally derived from non-telecom services.
The table below sets forth the revenues from our principal lines of business as a percentage of total revenues
for the periods indicated.
Revenues:
Domestic fixed communications business
Mobile communications business
Internet business
International fixed communications business
Others
Total
2012
34.4%
45.5
11.2
6.9
2.0
100.0%
Year Ended December 31
2013
32.2%
48.5
11.2
6.9
1.2
100.0%
2014
31.8%
48.8
11.5
6.8
1.1
100.0%
Our domestic fixed communications business has been an important source of revenue over the last
three years. We derive domestic fixed communications from the provision of FTTx and ADSL access services
that provides customers with data access lines. The percentage of total revenues derived from domestic fixed
communication decreased in both 2013 and 2014 mainly due to tariff reductions for FTTx and ADSL services and
the decline of domestic long distance and local call service revenue because of mobile and VoIP substitution. We
believe that domestic fixed communications business will continue to generate a significant portion of our revenues.
Revenues from our mobile communications business made a major contribution to our revenues over the
last three years. We have experienced a significant increase in revenues generated by our mobile VAS due to the
popularity of smartphone and increase in mobile internet subscribers. As a result, we believe that our mobile
communications business will continue to generate a significant portion of our revenues.
Our internet business was another important source of revenues over the last three years. We derived internet
business revenues from the provision of HiNet internet service and internet VAS. The percentage of revenues from
internet services within total revenues remained flat in 2012 and 2013 and increased in 2014, primarily due to the
revenue growth in IDC and ICT areas by our subsidiary, CHIEF Telecom Inc., as well as in government-related
internet VAS.
We derived our international fixed communications revenues mainly from international long distance
telephone services, international leased line services and international data services. Revenues from our international
fixed communications business as a percentage of our total revenues remained flat in 2012 and 2013 and slightly
decreased from 2013 to 2014, because our international long distance telephone services revenue continued to
decline due to VoIP substitution.
Our other revenues decreased each year from 2012 to 2014, primarily due to lower property sales by our
subsidiary, Light Era Development Co., Ltd., and lower government-related ICT revenues by our subsidiary,
Chunghwa System Integration Co., Ltd.
64
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 January 29, 2010, the NCC announced a tariff reduction plan starting on April 1, 2010 to March 31,
2013. The percentage of decrease set by NCC was ∆CPI － 4.816% for IP Peering fees, domestic leased-line fees,
ADSL access fees and long distance tariffs, and ∆CPI － 5.00% for fees for mobile calls to local fixed-lines and
other networks and domestic mobile SMS, where ∆CPI is the year-over-year change of the consumer price index
of previous year released by the Directorate-General of Budget, Accounting and Statistics of the Executive Yuan.
On February 7, 2013, the NCC announced a new plan for tariff reductions in wholesale tariffs for IP peering and
domestic leased line services, and in monthly fees for fixed-line broadband access services (excluding fiber-to-the-
home, or FTTH, and fiber-to-the-building, or FTTB) over a period of four years starting on April 1, 2013, which
are subject to a reduction by ∆CPI － 5.1749%. The ∆CPI for 2012 that was used for the tariff reduction starting
from April 1, 2013 was 1.93%; and the ∆CPI for 2013 that was used for the tariff reduction starting from April 1,
2014 was 0.79%; and the ∆CPI for 2014 that was used for the tariff reduction starting from April 1, 2015 was 1.2%.
While mobile tariffs will not be regulated in this round, according to the revised Administrative Rules for Network
Interconnection, the mobile interconnection fees should be reduced from the current NT$2.15 per minute to NT$1.15
per minute, over the period of four years starting from January 5, 2013.
As requested by the Legislative Yuan and NCC, we implemented a discounted tariff for domestic long
distance telecommunication services from Kinmen, Matsu and Penghu Islands to Taiwan in April 1, 2011. We
further applied one single tariff to all domestic long distance telecommunication services for the entire country since
January 2012.
Besides mandatory tariff reduction mentioned above, we voluntarily implemented tariff adjustments in our
broadband and mobile businesses in the past few years to consolidate our market share. See “Item 4. Information on
the Company—B. Business Overview” for discussions of our voluntary tariff adjustments.
Capital expenditures as a result of technological improvements 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. In particular, we have enhanced our telecommunications services through:
zz continuing to accelerate LTE network construction to improve LTE coverage nationwide after 4G services
launched in May 2014;
zz the implementation of a network modernization program, including a gradual transfer from our public
switched telephone network to a system based on internet protocol, to remain at the forefront of new
technologies;
zz the development and deployment of environmentally friendly IDCs for meeting the new demands of co-
location and cloud computing services;
zz the deployment of a high-capacity long-haul OTN, and a nationwide internet protocol backbone network with
hundreds of Gbps switching routers for internet and managed IP services; and
zz the expansion and upgrade of our mobile services network as well as Wi-Fi to improve indoor mobile
network coverage and transmission speed for mobile internet.
Our long-term goal is to optimize our capital expenditures by focusing on investing in 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 2012, 2013
65
and 2014, personnel expenses represented 25.9%, 25.0% and 25.5% of our total operating costs and expenses,
respectively, and pension costs represented 1.8%, 1.8% and 1.9% 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.
2012
Year Ended December 31
2013
(in billions of NT$, except percentages)
2014
24.3
2.3
3.1
14.7
44.4
171.4
14.2%
1.3
1.8
8.6
25.9%
100.0%
24.9
2.4
3.3
14.5
45.1
180.4
13.9%
1.3
1.8
8.0
25.0%
100.0%
24.9
2.6
3.4
15.7
46.6
182.4
13.6%
1.4
1.9
8.6
25.5%
100.0%
Personnel expenses:
Salaries
Insurance
Pension
Other (1)
Total personnel expenses
Total operating costs and expenses
(1) Includes employee bonuses.
In accordance with ROC laws and regulations, we offset the decrease of unappropriated earnings arising from
the impact of first adoption of Taiwan IFRSs with earnings generated in 2013 before we made any appropriation of
earning. As a result, unappropriated earnings in 2013 for earnings appropriation purposes decreased, which affected
dividends to our shareholders and bonuses to our employees. In order to compensate for the decreased employee
bonuses, at our board of directors meeting held in March 2014, our directors approved to appropriate a one-time
bonus to our employees. See “—Effect of adopting Taiwan IFRSs on our dividends and employee bonuses” below.
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 17% 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 1997, the Income Tax Law of the ROC was amended to integrate corporate income tax and stockholder
dividend tax to eliminate the double taxation effect for resident stockholders of Taiwan companies. Under the
amendment, after-tax earnings generated from January 1, 1998 and not distributed to stockholders as dividends in
the following year are assessed with a 10% unappropriated earnings tax. See “Item 10. Additional Information—E.
Taxation—ROC Taxation—Dividends”. Under IFRSs, the 10% 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. In accordance with ROC laws and regulations, we offset the decrease of unappropriated earnings arising from
the impact of first adoption of Taiwan IFRSs with earnings generated in 2013 before we made any appropriation of
earnings, therefore, the accrued 10% unappropriated earnings tax in 2013 was lower than that in 2014. As a result,
our effective tax rate increased from 13.2% in 2013 to 19.3% in 2014.
Effect of adopting Taiwan IFRSs on our dividends and employee bonuses
Beginning on January 1, 2013, we have adopted Taiwan IFRSs for reporting our annual and interim
consolidated financial statements in the ROC in accordance with the requirements of the FSC. At the same time,
we have adopted IFRSs, which has certain significant differences from Taiwan IFRSs, for reporting our annual and
interim consolidated financial statements with the SEC, including this annual report and future annual reports on
66
Form 20-F. See “Item 3. Key Information—A. Selected Financial Data”.
Our dividends have been calculated based on Taiwan IFRSs since 2013. According to local regulations, our
unappropriated earnings before earnings distributions for the year ended December 31, 2013 needs to first offset
the decrease of unappropriated earnings on the date of transition to Taiwan IFRSs (January 1, 2012), which led to a
decrease in earnings available for our dividends and employee bonuses compared to prior years. As a result of these
decreases in our dividends and employee bonuses, in March 2014, our board of directors approved an additional
distribution to our shareholders from additional paid-in capital in the amount of NT$16.6 billion and a one-time
additional bonus to our employees in the amount of NT$0.7 billion. The NT$16.6 billion additional distributions to
our shareholders were approved at our annual general stockholders’ meeting on June 24, 2014 and such amount was
subsequently paid in August 2014.
Our financial statements prepared under Taiwan IFRSs have not been included in this annual report and do
not form a part of this annual report.
Critical Accounting Policies
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.
Revenue Recognition
Revenue from the sale of goods is recognized when the goods are delivered and titles have passed, at which
time all the following conditions are satisfied:
zz We have transferred to the buyer the significant risks and rewards of ownership of the goods;
zz We retain neither continuing managerial involvement to the degree usually associated with ownership nor
effective control over the goods sold;
zz The amount of revenue can be measured reliably;
zz It is probable that the economic benefits associated with the transaction will flow to us; and
zz The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue is measured at the fair value of the consideration received or receivable and represents amounts for
goods sold in the normal course of business, net of sales discounts and volume rebates. For trade receivables due
within one year from the balance sheet date, as the nominal value of the consideration to be received approximates
its fair value and transactions are frequent, fair value of the consideration is not determined by discounting all future
receipts using an imputed rate of interest.
Usage revenues from fixed-line services (including domestic and international), cellular 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.
Other revenues are recognized as follows: (a) one-time subscriber connection fees (on fixed-line services)
are deferred and recognized over the average expected customer service periods, (b) monthly fees (on fixed-line
services, mobile, internet and data services) are accrued every month, and (c) prepaid services (fixed-line, mobile,
internet and data services) are recognized as income based upon actual usage by customers or when the right to use
those services expires.
67
Where we enter into transactions which involve both the provision of air time bundled with products such as
handsets, total consideration received from products and air time in these arrangements are allocated and measured
using units of accounting within the arrangement based on their relative fair values limited to the amount that is not
contingent upon the delivery of products or services. Relative fair values are based on the selling prices of handsets
on a standalone basis and the monthly fees provided in the subscription contracts.
Service revenue other than that from a project contract is recognized when service is provided.
Services revenue from a project contract is recognized by reference to the stage of completion of the contract.
Dividend income from investments is recognized when the shareholder’s right to receive payment has been
established, under the premises that economic benefits related to the transactions will most probably flow to the
company and that the revenue can be reasonably measured.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow
to us and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to
the principal outstanding and at the effective interest rate applicable.
Impairment of Accounts Receivable
When there is objective evidence showing indications of impairment as a result of one or more events that
occurred after the initial recognition of the accounts receivable, we will consider the estimation of future cash flows.
The amount of impairment will be measured as the difference between the carrying amount and the present value of
estimated future cash flows discounted by the original effective interest rates of the financial assets. However, the
impact from discounting short-term receivables is not material; therefore, the impairment of short-term receivables
is based on the undiscounted estimated future cash flows. Where the actual future cash flows are less than expected,
a material impairment loss may arise.
We implemented some measures which have improved the collectability of our accounts receivable. These
procedures, which include enhanced credit assessments, strengthened overall risk management and improvements in
bill collection practices, have reduced our exposure to uncollected receivables.
We maintain an allowance for doubtful accounts for estimated losses that result from the inability of
our customers to make required payments. When determining the allowance, we consider the probability of
recoverability based on customers’ past default experience and their credit status, and economic and industrial
factors. Credit risks are assessed based on historical write-offs, net of recoveries, and an analysis of the aged
accounts receivable balances with allowances generally increasing as the receivable ages. Accounts receivable may
be fully reserved when specific collection issues are known to exist, such as pending bankruptcy or catastrophes.
The analysis of receivables is performed monthly, and the allowances for doubtful accounts are adjusted through
expense accordingly.
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 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. Estimates of net realizable
value also take into consideration. 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.
Useful Lives of Long-Lived Assets
A significant portion of our total assets consists of long-lived assets, primarily property, plant and equipment
and definite-lived intangibles. We estimate the useful lives of property, plant and equipment and other long-lived
assets with finite lives in order to determine the period of time over which depreciation and amortization expense
should be recorded. The useful lives are estimated at the time assets are acquired and are based on historical
68
experience with similar assets as well as the anticipated technological evolution or other environmental changes.
Further, we review the estimated useful lives of long-lived assets at the balance sheet date. 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 and amortization in the
relevant periods. Alternatively, technological obsolescence could result in a write-down in the value of the assets
to reflect impairment. We review these types of assets for impairment quarterly, or when events or circumstances
indicate that the carrying amount may not be recoverable over the remaining life of an asset. In assessing
impairments, we use estimated cash flows that take into account management’s estimates of future operations.
Investments in Unconsolidated Companies
An associate is an entity over which we have significant influence and that is neither a subsidiary nor an
interest in a joint venture. Joint venture arrangements that involve the establishment of a separate entity in which
venturers have joint control over the economic activity of the entity are referred to as joint venture.
The operating results and identifiable net assets of associates and joint ventures are incorporated in these
consolidated financial statements using the equity method of accounting. Under the equity method, an investment in
an associate and joint venture is initially recognized in the consolidated balance sheet at cost and adjusted thereafter
to recognize our share of the profit or loss, any impairment losses, and other comprehensive income of the associate
and joint venture. We also recognize the changes in our share of equity of associates and joint ventures attributable
to us.
Any excess of the cost of acquisition over our share of the fair value of the identifiable net assets, liabilities
and contingent liabilities of an associate and joint venture recognized at the date of acquisition is recognized as
goodwill, which is included in the carrying amount of the investment and shall not be amortized.
We assess the impairment of investments accounted for using the equity method whenever triggering
events or changes in circumstances indicate that an investment may be impaired and carrying value may not be
recoverable. The entire carrying amount of the investment, including goodwill, is tested for impairment as a single
asset by comparing its recoverable amount with its carrying amount. We measure the impairment based on the
projected future cash flow of the investees, the underlying assumptions for which had been formulated by such
investees’ internal management team, taking into account sales growth and capacity utilization. Any impairment loss
recognized 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.
Our other equity investments are classified as available-for-sale financial assets, or AFS financial assets,
including: a) listed stocks and emerging market stocks that are traded in an active market that are stated at fair value
at the end of each reporting period; b) equity investments that do not have a quoted market price in an active market
and whose fair value cannot be reliably measured are measured at cost less any identified impairment losses at the
end of each reporting period.
Changes in the carrying amount of AFS monetary financial assets relating to changes in foreign currency
rates, interest income calculated using the effective interest method and dividends on AFS equity investments
are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are
recognized in other comprehensive income. When the investment is disposed of or is determined to be impaired, the
cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss.
When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized
in other comprehensive income are reclassified to profit or loss in the period.
The process of assessing whether a particular investment’s net realizable value is less than its carrying cost
requires a significant amount of judgment. We periodically evaluate these investments based on quoted market
prices, if available, the financial condition of the investee company, economic conditions in the industry and our
intent and ability to hold the investment for a long period of time. If quoted market prices are not available, we
estimate the fair value using the recoverable amounts in consideration of the financial condition of the investee
company. This information may be based on information that we request from the investee companies and may not
69
be subject to the same disclosure and audit requirements as required of non-foreign private issuers, and as such, the
reliability and accuracy of the information may vary. If we deem the fair value of an investment to be less than the
carrying value based on the above factors, and the decline in value is deemed to be other than temporary, we record
the difference as impairment in the period of occurrence. In 2012, 2013 and 2014, we recognized impairment losses
of NT$203 million, NT$66 million and NT$23 million (US$0.7 million), respectively, for the investments classified
as AFS financial assets.
Impairment of long-lived assets, intangible assets
We assess the impairment of long-lived assets 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:
zz External sources of information:
zz during the period, an asset’s market value has declined significantly more than what would be expected as
a result of the passage of time or normal use.
zz significant changes with an adverse effect on the entity have taken place during the period, or will take
place in the near future, in the technological, market, economic or legal environment in which the entity
operates or in the market to which an asset is dedicated.
zz market interest rates or other market rates of return on investments have increased during the period, and
those increases are likely to affect the discount rate used in calculating an asset’s value in use and decrease
the asset’s recoverable amount materially.
zz the carrying amount of the net assets of the entity is more than its market capitalization.
zz Internal sources of information:
zz evidence is available of obsolescence or physical damage of an asset.
zz significant changes with an adverse effect on the entity have taken place during the period, or are expected
to take place in the near future, in the extent to which, or manner in which, an asset is used or is expected
to be used.
zz evidence is available from internal reporting that indicates that the economic performance of an asset is,
or will be, worse than expected.
When an indication of impairment is identified for long-lived assets 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 2012, 2013 and 2014, we determined that some of our telecommunication equipment and miscellaneous
equipment were impaired and recognized an impairment loss of NT$301 million, NT$254 million and NT$64
thousand (US$2.0 thousand), respectively. In 2012, we determined that parts of our investment properties were
impaired and recognized an impairment loss of NT$1,261 million. In 2013, based on the evaluation of fair value,
some impaired investment properties increased in value and therefore we reversed the impairment losses of NT$246
million. In 2012, we also recognized impairment losses of NT$5 million for definite-lived intangible assets.
Goodwill amounting to NT$18 million arising from the business combination of a subsidiary, CHI, was fully
impaired for the year ended December 31, 2013 because CHI underwent organizational and operational downsizing,
70
and the goodwill was considered no longer exist.
Pension Benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when employees
rendered services entitling them to the contributions.
For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected
Unit Credit Method with actuarial calculations being carried out at the year end. 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.
Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if
applicable) and the return on plan assets (excluding interest), is reflected immediately in the balance sheet with
a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement
recognized in other comprehensive income is reflected immediately in unappropriated earnings and will not be
reclassified to profit or loss and past service cost is recognized in profit or loss in the period of a plan amendment.
Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit
liability or asset. Defined benefit costs are categorized as follows:
zz service cost (including current service cost, past service cost, as well as gains and losses on curtailments and
settlements);
zz net interest expense or income; and
zz remeasurement.
The retirement benefit obligation recognized in the consolidated balance sheet represents the actual deficit or
surplus in our defined retirement benefit plans. Any surplus resulting from this calculation is limited to the present
value of any economic benefits available in the form of refunds from the plans or reductions in future contributions
to the plans.
Curtailment or settlement gains or losses on the defined benefit plan are recognized when the curtailment or
settlement occurs.
Accounting for Income Taxes
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 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 (10%)
on undistributed 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.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are
generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits
will be available against which those deductible temporary differences, loss carryforwards, unused tax credits from
purchases of machinery, equipment and technology and research and development expenditures can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries
and associates, and interests in joint ventures, except where we are 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
71
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.
The carrying amount of deferred tax assets is reviewed at the balance sheet date, 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 liabilities and assets
reflects the tax consequences that would follow from the manner in which we expect 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 or directly in equity, in which case, the current and deferred tax are also recognized
in other comprehensive income.
Our Financial Reporting Obligations
Our ongoing financial reporting in our Form 20-F annual reports and interim financial reporting furnished
to the SEC on Form 6-K had been based on U.S. GAAP through fiscal year 2007. Beginning with our first quarter
interim financial report furnished on Form 6-K and our Form 20-F annual report for fiscal year 2008, we prepared
our financial statements under ROC GAAP, with reconciliations of net income and balance sheet differences of our
consolidated financial statements to U.S. GAAP. Beginning in 2013, we adopted Taiwan IFRSs for our reporting
obligations in the ROC, including our annual consolidated financial statements and our interim quarterly unaudited
consolidated financial statements beginning in the first quarter of 2013. While we have adopted Taiwan IFRSs for
ROC reporting obligations, we prepared financial statements under IFRSs for certain filings with the SEC, including
our annual reports on Form 20-F for the year ended December 31, 2013 and thereafter. Following our adoption
of IFRSs for the SEC filing purposes, we are no longer required to provide any reconciliation of our consolidated
financial statements with U.S. GAAP.
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.
Revenues:
Domestic Fixed Communications
Mobile communications
Internet
International fixed communications
Others
Total revenues
Operating costs
Operating expenses:
Marketing
General and administrative
Research and development
Total operating expenses
72
2012
NT$
76.1
100.8
24.8
15.3
4.4
221.4
141.5
22.2
4.0
3.7
29.9
Year Ended December 31
2014
NT$
US$
(in billions)
72.1
110.7
26.0
15.3
2.5
226.6
148.4
26.1
4.4
3.5
34.0
2.3
3.5
0.8
0.5
0.1
7.2
4.7
0.8
0.2
0.1
1.1
2013
NT$
73.5
110.6
25.4
15.8
2.7
228.0
147.3
25.2
4.2
3.7
33.1
Other income and expenses
Income from operations
Other income, net
Income before income tax
Income tax expense
Consolidated net income
Attributable to:
Stockholders of the parent
Noncontrolling interests
2012
NT$
(1.6)
48.4
1.6
50.0
7.4
42.6
41.5
1.1
Year Ended December 31
2014
NT$
US$
(in billions)
0.6
44.8
1.8
46.6
9.0
37.6
37.0
0.6
—
1.4
0.1
1.5
0.3
1.2
1.2
—
2013
NT$
0.1
47.7
1.4
49.1
6.5
42.6
41.5
1.1
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.
Revenues:
Domestic fixed communications
Mobile communications
Internet
International fixed communications
Others
Total revenues
Operating costs
Operating expenses:
Marketing
General and administrative
Research and development
Total operating expenses
Other income and expenses
Income from operations
Other income, net
Income before income tax
Income tax expense
Consolidated net income
Attributable to:
Stockholders of the parent
Noncontrolling interests
2012
Year Ended December 31
2013
(as percentages of total revenues)
2014
34.4%
45.5
11.2
6.9
2.0
100.0%
63.9%
10.0
1.8
1.7
13.5
(0.7)
21.9
0.7
22.6
3.4
19.2%
18.7
0.5
32.2%
48.5
11.2
6.9
1.2
100.0%
64.6%
11.1
1.8
1.6
14.5
—
20.9
0.6
21.5
2.8
18.7%
18.2
0.5
31.8%
48.8
11.5
6.8
1.1
100.0%
65.5%
11.5
2.0
1.5
15.0
0.3
19.8
0.8
20.6
4.0
16.6%
16.3
0.3
Each of our operating segments is managed separately because each represents a strategic business unit that
serves a different market. We measure our segment performances mainly based on revenues and income before tax.
The year ended December 31, 2014 compared with the year ended December 31, 2013
Revenues
Our revenues decreased by 0.6% from NT$228.0 billion in 2013 to NT$226.6 billion (US$7.2 billion) in
2014. This decrease was primarily due to the decrease in revenues generated from domestic fixed communications.
73
Domestic fixed communications
Domestic fixed communications revenues accounted for 32.2% and 31.8% of our revenues in 2013 and 2014,
respectively. Our domestic fixed-line revenues decreased by 2.0% from NT$73.5 billion in 2013 to NT$72.1 billion
(US$2.3 billion) in 2014 primarily due to the general migration to the use of mobile services and the increased use
of VoIP applications.
Local telephone services. Our local telephone revenues decreased from NT$37.8 billion in 2013 to NT$35.6
billion (US$1.1 billion) in 2014 with a 10.6% decline in traffic volume from 12.9 billion minutes in 2013 to 11.6
billion minutes in 2014. The decline in traffic volume was primarily due to the traffic migration from fixed-line
services to mobile and internet telephone services. We expect this trend to continue as broadband and mobile
services become more popular in Taiwan.
Domestic long distance telephone services. Our domestic long distance telephone revenues decreased by
4.6% from NT$3.5 billion in 2013 to NT$3.3 billion (US$0.1 billion) in 2014. This decrease was mainly due to the
traffic migration to mobile services and the increased use of VoIP applications.
Broadband access. The number of our FTTx customers increased from approximately 3.0 million in 2013 to
approximately 3.1 million in 2014. The number of our ADSL customers decreased from 1.6 million in 2013 to 1.4
million in 2014 due to the customers’ migration to our FTTx services. Despite our effort to migrate our customers
to higher ARPU FTTx services, revenues generated from broadband access remained the same of approximately
NT$19.1 billion (US$0.6 billion) in both 2013 and 2014 mainly due to the mandatory tariff reduction required by the
NCC and our promotional packages and discounts provided for existing customers.
Domestic leased line. Our tariffs for overall leased line services have continued to decreased due to the
competition from other fixed-line operators, as well as the continued migration of domestic leased line customers
to high speed broadband services. Revenues generated from domestic leased line decreased from NT$5.1 billion in
2013 to NT$4.6 billion (US$0.1 billion) in 2014.
MOD. Revenues generated from our MOD services increased by 15.8% from NT$2.2 billion in 2013 to
NT$2.6 billion (US$0.1 billion) in 2014. This increase was due to the increase in the number of MOD subscribers.
Others. Other revenues increased by 18.7% from NT$5.8 billion in 2013 to NT$6.9 billion (US$0.2 billion)
in 2014. This increase was mainly due to the increased corporate customers of our ICT solution services.
Mobile communications
Revenues from our mobile communications business segment accounted for 48.5% and 48.8% of our
revenues in 2013 and 2014, respectively. Revenues from our mobile communications business segment increased by
0.1% from NT$110.6 billion in 2013 to NT$110.7 billion (US$3.5 billion) in 2014. This increase was principally due
to the growth of mobile VAS revenues and was partially offset by the decline of mobile voice telecommunication
revenues and mobile handsets sales revenues. The decrease of mobile voice telecommunication traffic was mainly
due to the migration to free VoIP applications.
Mobile services. Revenues from our mobile services accounted for 33.6% and 34.2% of our revenues in
2013 and 2014, respectively. Revenues from our mobile services increased by 1.0% from NT$76.7 billion in 2013
to NT$77.5 billion (US$2.5 billion) in 2014 due to the increase in mobile VAS revenues from NT$28.4 billion
in 2013 to NT$34.8 billion (US$1.1 billion) in 2014, which was partially offset by the decline of mobile voice
telecommunication revenues.
Sales of mobile handsets, tablets and data cards. Revenues from our sales of mobile handsets, tablets and
data cards accounted for 14.5% and 14.3% of our revenues in 2013 and 2014, respectively. Revenues from our sales
of mobile handsets, tablets and data cards decreased by 2.0% from NT$33.1 billion in 2013 to NT$32.5 billion
(US$1.0 billion) in 2014. This decrease was principally due to lower high-tier smartphones sales by our subsidiary,
Senao.
74
Internet
Internet revenues accounted for 11.2% and 11.5% of our revenues in 2013 and 2014, respectively. Revenues
from our internet services increased by 2.2% from NT$25.4 billion in 2013 to NT$26.0 billion (US$0.8 billion)
in 2014 due to the revenue growth in IDC and ICT areas by our subsidiary, CHIEF Telecom Inc., as well as in
government-related internet VAS.
International fixed communications
International fixed communications revenues accounted for 6.9% and 6.8% of our revenues in 2013 and 2014,
respectively. Our international fixed communications revenues decreased by 2.8% from NT$15.8 billion in 2013 to
NT$15.3 billion (US$0.5 billion) in 2014. This decrease was mainly due to lower international long distance revenue
because of increased market competition.
International long distance telephone services. Our international long distance telephone revenues decreased
by 7.3% from NT$11.2 billion in 2013 to NT$10.4 billion (US$0.3 billion) in 2014 due to the migration to VoIP-
based international long distance service providers and free VoIP applications.
International leased line and international data services. Our international leased line and international data
revenues increased by 12.0% from NT$2.9 billion in 2013 to NT$3.2 billion (US$0.1 billion) in 2014. The increase
was mainly due to our expansion to the overseas market such as Japan, Hong Kong, Singapore, Thailand and
Cambodia and the increased demand for our international leased line and VPN.
Others
Other revenues accounted for 1.2% and 1.1% of our revenues in 2013 and 2014, respectively. Our other
revenues decreased by 4.5% from NT$2.7 billion in 2013 to NT$2.5 billion (US$0.1 billion) in 2014. The decrease
was mainly due to lower property sales by our subsidiary, Light Era Development Co., Ltd., and lower government-
related ICT revenues by our subsidiary, Chunghwa System Integration Co., Ltd.
Operating Costs
Operating costs include depreciation and amortization expenses, personnel expenses, cost of goods sold,
interconnection and service expenses, costs of materials and maintenance and spectrum usage and license fees.
Our operating costs increased by 0.7% from NT$147.3 billion in 2013 to NT$148.4 billion (US$4.7 billion)
in 2014. This increase was primarily due to an increase of NT$1.9 billion (US$0.1 billion) in depreciation expense
from 4G construction, 3G maintenance and cloud and IDC equipment investment, and amortization expense from
the 4G license fee, and an increase of NT$1.3 billion (US$0.1 billion) in personnel expenses which resulted from
voluntary retirement program and business expansion. The increase in our operating costs was partially offset by a
decrease of NT$2.0 billion (US$0.1 billion) in interconnection and service expenses.
Operating Expenses
Our operating expenses increased by 3.0% from NT$33.1 billion in 2013 to NT$34.0 billion (US$1.1 billion)
in 2014. This increase was primarily due to an increase in marketing expenses.
Marketing
Our marketing expenses, which include personnel expenses, expenses relating to advertising and marketing-
related activities and provision for bad debt, increased by 3.9% from NT$25.2 billion in 2013 to NT$26.1 billion
(US$0.8 billion) in 2014. This increase was primarily due to an increase in personnel expenses resulted from
the increase of employees for our newly established subsidiary, Honghwa, and an increase of other expenses in
marketing-related activities due to business expansion.
General and administrative
Our general and administrative expenses increased by 5.3% from NT$4.2 billion in 2013 to NT$4.4 billion
75
(US$0.2 billion) in 2014. This increase was primarily due to the increase in personnel expenses which resulted from
voluntary retirement program and other administrative activities for service centers and channel expansion.
Research and development
Our research and development expenses decreased by 5.3% from NT$3.7 billion in 2013 to NT$3.5 billion
(US$0.1 billion) in 2014. This decrease was primarily due to the decrease in personnel expenses for research and
development. In 2013 and 2014, we did not capitalize any research and development expenses as intangible assets
because there were no research and development expenses related to development or the development phase of an
internal project in 2013 and 2014.
Operating Costs and Expenses by Business Segment
Domestic Fixed
Communications
Mobile
Communications
Internet
International
Fixed
Communications
(in billions of NT$)
Others
Adjustment
Total
For the year ended
December 31, 2014
Operating costs and
expenses
Depreciation and
amortization
For the year ended
December 31, 2013
Operating costs and
expenses
Depreciation and
amortization
72.6
18.6
75.0
19.0
96.9
9.9
92.4
8.1
21.3
3.4
20.4
3.1
17.5
1.8
17.0
1.6
8.5
0.4
7.4
0.4
(34.4)
—
(31.8)
—
182.4
34.1
180.4
32.2
Domestic fixed communications
Our domestic fixed communications costs and expenses decreased by 3.2% from NT$75.0 billion in 2013
to NT$72.6 billion (US$2.3 billion) in 2014, primarily due to a decrease of NT$2.5 billion (US$0.08 billion) in
interconnection expenses, and a decrease of NT$0.4 billion (US$0.02 billion) in depreciation expenses, and was
partially offset by an increase of NT$0.8 billion (US$0.03 billion) in ICT costs.
Mobile communications
Our mobile communications operating costs and expenses increased by 4.9% from NT$92.4 billion in 2013
to NT$96.9 billion (US$3.1 billion) in 2014. This increase was primarily due to an increase of NT$1.8 billion
(US$0.06 billion) in depreciation expense and amortization expense from 4G construction and license fee, an
increase of NT$1.9 billion (US$0.06 billion) in leased lines and internet access expenses resulting from the increased
leased lines and higher speed rate of our mobile internet services, an increase of NT$0.3 billion (US$0.01 billion) in
personnel expense and an increase of NT$0.2 billion (US$0.01 billion) in electricity charge.
Internet
Our internet operating costs and expenses increased by 4.3% from NT$20.4 billion in 2013 to NT$21.3
billion (US$0.7 billion) in 2014. This increase was primarily due to an increase of NT$0.6 billion (US$0.02 billion)
in international IP transit, an increase of NT$0.3 billion (US$0.01 billion) in depreciation expenses resulting from
the increased cloud computing related facilities, and an increase of NT$0.2 billion (US$0.01 billion) in leased line
expenses.
International fixed communications
Our international fixed communications costs and expenses increased by 2.7% from NT$17.0 billion in
2013 to NT$17.5 billion (US$0.6 billion) in 2014. The increase was primarily due to an increase of NT$0.5 billion
(US$0.02 billion) in settlement payments for international long distance calls.
Others
76
The costs and expenses from our other business increased by 14.9% from NT$7.4 billion in 2013 to NT$8.5
billion (US$0.3 billion) in 2014. The increase was primarily due to an increase in pension cost resulted from
voluntary retirement program, and increase of personnel cost and other cost and expenses from our subsidiaries,
Chunghwa Precision Test Tech. Co., Ltd. and Honghwa.
Other Income and Expenses
We recorded net other income of NT$0.1 billion in 2013 and NT$0.6 billion (US$20.0 million) in 2014,
respectively. The difference between 2013 and 2014 was primarily due to the gain on disposal of investment
properties of NT$0.6 billion (US$20.0 million) in 2014 by our subsidiary, Light Era Development Co., Ltd.
Income from Operations and Operating Margin
As a result of the foregoing, our income from operations decreased by 6.0% from NT$47.7 billion in 2013 to
NT$44.8 billion (US$1.4 billion) in 2014. Our operating margin decreased from 20.9% in 2013 to 19.8% in 2014.
The following table sets forth certain information regarding our revenues and income before income tax by
business segment for the periods indicated.
Domestic Fixed
Communications
Mobile
Communications
Internet
International
Fixed
Communications
(in billions of NT$)
Others
Adjustment
Total
For the year ended
December 31, 2014
Revenues from external
customers
Intersegment service
revenues
Segment income before
income tax
For the year ended
December 31, 2013
Revenues from external
customers
Intersegment service
revenues
Segment income before
income tax
72.1
19.7
91.8
19.5
73.5
18.4
91.9
17.3
110.7
5.3
116.0
19.3
110.6
5.7
116.3
23.7
26.0
4.7
30.7
9.6
25.4
4.4
29.8
9.4
15.3
2.3
17.6
0.2
15.8
2.1
17.9
0.9
2.5
2.4
4.9
—
226.6
(34.4)
(34.4)
—
226.6
(2.0)
—
46.6
2.7
1.2
3.9
—
228.0
(31.8)
(31.8)
—
228.0
(2.2)
—
49.1
As a result of the foregoing, segment income before tax for our domestic fixed communications business
increased by 12.7% from NT$17.3 billion in 2013 to NT$19.5 billion (US$0.6 billion) in 2014; segment income
before tax for our mobile communications business decreased by 18.4% from NT$23.7 billion in 2013 to NT$19.3
billion (US$0.6 billion) in 2014; segment income before tax for our internet business increased by 1.2% from
NT$9.4 billion in 2013 to NT$9.6 billion (US$0.3 billion) in 2014; segment income before tax for our international
fixed communications business decreased by 78.6% from NT$0.9 billion in 2013 to NT$0.2 billion (US$6.0 million)
in 2014; and segment loss for our other business segments decreased by 9.5% from NT$2.2 billion in 2013 to
NT$2.0 billion (US$0.1 billion) in 2014.
Non-operating Income and Expenses
Our other income increased from NT$1.4 billion in 2013 to NT$1.8 billion (US$0.1 billion) in 2014. This
increase was primarily due to the increase in foreign currency exchange gains, income from Piping Fund, and share
of the profit of associates and joint venture accounted for using equity method and was partially offset by a decrease
in interest income.
Income Tax
Our income tax was NT$6.5 billion and NT$9.0 billion (US$0.3 billion) in 2013 and 2014, respectively. Our
effective tax rate was 13.2% in 2013 and 19.3% in 2014. The increase of our effective tax rate from 2013 to 2014
77
was primarily due to an increase in the accrued 10% tax on unappropriated earnings. See “Item 5. Operating and
Financial Review and Prospects—Overview—Taxation” for a discussion of the change in tax rate.
Net Income
As a result of the foregoing, our net income attributable to stockholders of the parent was NT$41.5 billion
and NT$37.0 billion (US$1.2 billion) in 2013 and 2014, respectively. Our net margin decreased from 18.2% in 2013
to 16.3% in 2014.
The year ended December 31, 2013 compared with the year ended December 31, 2012
Revenues
Our revenues increased by 3.0% from NT$221.4 billion in 2012 to NT$228.0 billion in 2013. This increase
was primarily due to the increase in revenues generated from mobile communications.
Domestic fixed communications
Domestic fixed communications revenues accounted for 34.4% and 32.2% of our revenues in 2012 and 2013,
respectively. Our domestic fixed-line revenues decreased by 3.5% from NT$76.1 billion in 2012 to NT$73.5 billion
in 2013 primarily due to the general migration to the use of mobile and internet services.
Local telephone services. Our local telephone revenues decreased from NT$40.9 billion in 2012 to NT$37.8
billion in 2013 with a 9.9% decline in traffic volume from 14.4 billion minutes in 2012 to 12.9 billion minutes in
2013. The decline in traffic volume was primarily due to the traffic migration from fixed-line services to mobile and
internet telephone services. We expect this trend to continue as broadband and mobile services become more popular
in Taiwan.
Domestic long distance telephone services. Our domestic long distance telephone revenues decreased by
8.0% from NT$3.8 billion in 2012 to NT$3.5 billion in 2013 with a 2.0% decline in traffic volume from 3.4 billion
minutes in 2012 to 3.3 billion minutes in 2013, and the application of a higher tariff in January 2012 before the tariff
reduction. See “Item 4. Information on the Company—B. Business Overview” for the discussion of the change in
the domestic long distance tariff. The decline in traffic volume was mainly due to the traffic migration to mobile
services and the increased use of VoIP applications.
Broadband access. The number of our ADSL customers decreased from 1.8 million in 2012 to 1.6 million
in 2013 due to the customers’ migration to our FTTx services. The number of our FTTx customers increased from
approximately 2.7 million in 2012 to approximately 3.0 million in 2013. Despite our effort to migrate our customers
to higher ARPU FTTx services, revenues generated from broadband access remained the same of approximately
NT$19.1 billion in both 2012 and 2013 mainly due to the 4.4% mandatory tariff reduction starting from April 1,
2013 as required by the NCC.
Domestic leased line. Our tariffs for overall leased line services have continued to decreased due to the
competition from other fixed-line operators, as well as the continued migration of domestic leased line customers
to high speed broadband services. Revenues generated from domestic leased line decreased from NT$5.5 billion in
2012 to NT$5.1 billion in 2013.
MOD. Revenues generated from our MOD services increased by 15.0% from NT$1.9 billion in 2012 to
NT$2.2 billion in 2013. This increase was due to the increase in the number of MOD subscribers and the increase in
the ARPU.
Others. Other revenues increased by 17.1% from NT$4.9 billion in 2012 to NT$5.8 billion in 2013. This
increase was mainly due to the increased corporate customers of our ICT solution services and the increased sales of
high definition TV.
Mobile communications
Revenues from our mobile communications business segment accounted for 45.5% and 48.5% of our
78
revenues in 2012 and 2013, respectively. Revenues from our mobile communications business segment increased by
9.7% from NT$100.8 billion in 2012 to NT$110.6 billion in 2013. This increase was principally due to the growth
of mobile VAS revenues and mobile handsets sales revenues and was partially offset by the decline of mobile voice
telecommunication revenues over years. The decrease of mobile voice telecommunication traffic was mainly due to
the migration to free VoIP applications.
Mobile services. Revenues from our mobile services accounted for 32.8% and 33.6% of our revenues in
2012 and 2013, respectively. Revenues from our mobile services increased by 5.7% from NT$72.5 billion in 2012
to NT$76.7 billion in 2013 due to the increase in mobile VAS revenues from NT$20.5 billion in 2012 to NT$28.4
billion in 2013, which was partially offset by the decline of mobile voice telecommunication revenues.
Sales of mobile handsets, tablets and data cards. Revenues from our sales of mobile handsets, tablets and
data cards accounted for 12.5% and 14.5% of our revenues in 2012 and 2013, respectively. Revenues from our sales
of mobile handsets, tablets and data cards increased by 19.7% from NT$27.6 billion in 2012 to NT$33.1 billion in
2013. This increase was principally due to the increased sales of smartphones.
Internet
Internet revenues accounted for 11.2% of our revenues in both 2012 and 2013. Revenues from our internet
services increased by 2.7% from NT$24.8 billion in 2012 to NT$25.4 billion in 2013 due to (1) a 9.5% increase in
the number of subscribers to HiNet FTTx which has higher ARPU and (2) a 4.4% increase in internet VAS revenues.
As of December 31, 2013, approximately 83.1% of our broadband customers were also HiNet subscribers, using
HiNet as their ISP.
International fixed communications
International fixed communications revenues accounted for 6.9% of our revenues in both 2012 and 2013. Our
international fixed communications revenues increased by 2.8% from NT$15.3 billion in 2012 to NT$15.8 billion
in 2013. This increase was mainly due to the increase in revenues from our international leased line services and
international data services.
International long distance telephone services. Our international long distance telephone revenues decreased
by 2.6% from NT$11.5 billion in 2012 to NT$11.2 billion in 2013 due to the migration to VoIP-based international
long distance service providers and free VoIP applications.
International leased line and international data services. Our international leased line and international
data revenues increased by 12.1% from NT$2.5 billion in 2012 to NT$2.9 billion in 2013. The increase was mainly
due to our expansion to the overseas market, such as Japan, Hong Kong, Singapore, Thailand and Cambodia, and
the increased demand for our international leased line, VPN and various managed ICT services from multinational
corporations.
Others
Other revenues accounted for 2.0% and 1.2% of our revenues in 2012 and 2013, respectively. Our other
revenues decreased by 38.9% from NT$4.4 billion in 2012 to NT$2.7 billion in 2013. The decrease was mainly due
to lower total property sales value by our subsidiary, Light Era Development Co., Ltd., in 2013 compared with 2012.
Operating Costs
Operating costs include depreciation and amortization expenses, personnel expenses, cost of goods sold,
interconnection and service expenses, costs of materials and maintenance and spectrum usage and license fees.
Our operating costs increased by 4.1% from NT$141.5 billion in 2012 to NT$147.3 billion in 2013. This
increase was primarily due to an increase of NT$7.4 billion in cost of goods sold, which was due to the increased
sales of smartphones. The increase in our operating costs was partially offset by a decrease of NT$2.0 billion in
interconnection and service expenses.
79
Operating Expenses
Our operating expenses increased by 10.5% from NT$29.9 billion in 2012 to NT$33.1 billion in 2013. This
increase was primarily due to an increase in marketing expenses.
Marketing
Our marketing expenses, which includes personnel expenses, expenses relating to advertising and marketing-
related activities and provision for bad debt, increased by 13.3% from NT$22.2 billion in 2012 to NT$25.2 billion
in 2013. This increase was primarily due to the NT$1.5 billion reversal of bad debts allowance in 2012, the NT$0.3
billion provision of bad debts allowance in 2013 and an increase of NT$1.1 billion in expenses relating to personnel
and marketing-related activities due to business expansion of our subsidiary, Senao. See “Item 5. Operating and
Financial Review and Prospects—Critical Accounting Policies—Impairment of Accounts Receivable” for a
discussion of our policy for bad debts allowance.
General and administrative
Our general and administrative expenses increased by 4.2% from NT$4.0 billion in 2012 to NT$4.2 billion
in 2013. This increase was primarily due to the increase in personnel expenses and other administrative activities for
service centers and channel expansion.
Research and development
Our research and development expenses remained NT$3.7 billion in 2012 and 2013. In 2012 and 2013, we
did not capitalize any research and development expenses as intangible assets arising from development or from the
development phase of an internal project.
Operating Costs and Expenses by Business Segment
Domestic Fixed
Communications
Mobile
Communications
Internet
International
Fixed
Communications
(in billions of NT$)
Others
Adjustment
Total
For the year ended
December 31, 2013
Operating costs and
expenses
Depreciation and
amortization
For the year ended
December 31, 2012
Operating costs and
expenses
Depreciation and
amortization
75.0
19.0
76.3
19.2
92.4
8.1
81.4
8.5
20.4
3.1
19.1
2.7
17.0
1.6
16.2
1.5
7.4
0.4
8.1
0.3
(31.8)
—
(29.7)
—
180.4
32.2
171.4
32.2
Domestic fixed communications
Our domestic fixed communications costs and expenses decreased by 1.7% from NT$76.3 billion in 2012 to
NT$75.0 billion in 2013, primarily due to a decrease of NT$1.0 billion in interconnection and service expenses and
a decrease of NT$0.9 billion in bonus, and was partially offset by an increase of NT$0.6 billion in costs of corporate
solution services and ICT costs.
Mobile communications
Our mobile communications operating costs and expenses increased by 13.4% from NT$81.4 billion in 2012
to NT$92.4 billion in 2013. This increase was primarily due to an increase of NT$6.2 billion in costs of mobile
handsets sold, an increase of NT$2.8 billion in leased lines and internet access expenses resulting from the increased
leased lines and higher speed rate of our mobile internet services. In addition, the provision of bad debt increased by
NT$1.3 billion as a result of the NT$1.2 billion reversal of bad debts allowance in 2012 whereas NT$0.1 billion bad
debts allowance was provided in 2013.
80
Internet
Our internet operating costs and expenses increased by 6.9% from NT$19.1 billion in 2012 to NT$20.4
billion in 2013. This increase was primarily due to an increase of NT$0.4 billion in depreciation and amortization
expenses resulting from the increased cloud computing related facilities, an increase of NT$0.4 billion in leased line
expenses for the promotion of the broadband access speed, and an increase of NT$0.2 billion in employee benefit
expenses.
International fixed communications
Our international fixed communications costs and expenses increased by 4.9% from NT$16.2 billion in 2012
to NT$17.0 billion in 2013. The increase was primarily due to an increase of NT$0.4 billion in settlement payments
for international long distance calls, an increase of NT$0.1 billion in rental expenses, and an increase of NT$0.1
billion in ICT costs.
Others
The costs and expenses from our other business decreased by 8.9% from NT$8.1 billion in 2012 to NT$7.4
billion in 2013. The decrease was primarily due to lower total property sales value by our subsidiary, Light Era
Development Co., Ltd., in 2013 compared to 2012.
Other Income and Expenses
We recorded net other expenses of NT$1.6 billion in 2012 and net other income of NT$0.1 billion in 2013.
The difference between 2012 and 2013 was primarily due to the fact that we recognized an impairment loss of
NT$1.3 billion for investment properties in 2012 and then reversed the impairment of NT$0.2 billion in 2013. See
“Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies—Impairment of long-lived
assets, intangible assets” for a discussion the impairment.
Income from Operations and Operating Margin
As a result of the foregoing, our income from operations decreased by 1.5% from NT$48.4 billion in 2012 to
NT$47.7 billion in 2013. Our operating margin decreased from 21.9% in 2012 to 20.9% in 2013.
The following table sets forth certain information regarding our operating income by business segment for
the periods indicated.
Domestic Fixed
Communications
Mobile
Communications
Internet
International
Fixed
Communications
(in billions of NT$)
Others
Adjustment
Total
For the year ended
December 31, 2013
Revenues from external
customers
Intersegment service
revenues
Segment income before
income tax
For the year ended
December 31, 2012
Revenues from external
customers
Intersegment service
revenues
Segment income before
income tax
73.5
18.4
91.9
17.3
76.1
17.0
93.1
15.7
110.6
5.7
116.3
23.7
100.8
6.6
107.4
25.8
25.4
4.4
29.8
9.4
24.8
2.9
27.7
8.6
15.8
2.1
17.9
0.9
15.3
2.2
17.5
1.3
2.7
1.2
3.9
—
(31.8)
(31.8)
(2.2)
—
4.4
1.0
5.4
—
(29.7)
(29.7)
(1.4)
—
228.0
—
228.0
49.1
221.4
—
221.4
50.0
As a result of the foregoing, segment income before tax for our domestic fixed communications business
increased by 10.6% from NT$15.7 billion in 2012 to NT$17.3 billion in 2013; segment income before tax for our
81
mobile communications business decreased by 8.3% from NT$25.8 billion in 2012 to NT$23.7 billion in 2013;
segment income before tax for our internet business increased by 9.9% from NT$8.6 billion in 2012 to NT$9.4
billion in 2013; segment income before tax for our international fixed communications business decreased by 32.2%
from NT$1.3 billion in 2012 to NT$0.9 billion in 2013; and segment loss for our other business segments increased
by 51.7% from NT$1.4 billion in 2012 to NT$2.2 billion in 2013.
Non-operating Income and Expenses
Our other income decreased from NT$1.6 billion in 2012 to NT$1.4 billion in 2013. This decrease was
primarily due to a decrease in interest income and was partially offset by an increase in share of the profit of
associates and joint venture accounted for using equity method.
Income Tax
Our income tax was NT$7.4 billion and NT$6.5 billion in 2012 and 2013, respectively. Our effective tax rate
was 14.7% in 2012 and 13.2% in 2013. The decrease of our effective tax rate from 2012 to 2013 was primarily due
to a decrease in the accrued 10% tax on unappropriated earnings. See “Item 5. Operating and Financial Review and
Prospects—Overview—Taxation” for a discussion of the change in tax rate.
Net Income
As a result of the foregoing, our net income attributable to stockholders of the parent remained NT$41.5
billion in 2012 and 2013. Our net margin decreased from 18.7% in 2012 to 18.2% in 2013.
B. Liquidity and Capital Resources
Liquidity
The following table sets forth the summary of our cash flows for the periods indicated:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Effect of exchange rate changes
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at end of year
2012
NT$
65.6
(18.6)
(42.5)
—
4.5
30.9
Year Ended December 31
2013
NT$
2014
NT$
US$
(in billions)
75.3
(49.1)
(42.5)
—
(16.3)
14.6
71.4
(27.3)
(35.1)
—
9.0
23.6
2.3
(0.9)
(1.1)
—
0.3
0.8
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. We believe that
our working capital is sufficient to meet our present cash flow requirements.
In 2014, we generated NT$71.4 billion (US$2.3 billion) net cash from operating activities as compared to
NT$75.3 billion in 2013. The decrease was primarily due to the decrease in income from operation, the decrease
in cash inflows relating to accounts receivables, and the increase in cash outflows relating to income tax and other
payables from operating activities.
In 2013, we generated NT$75.3 billion net cash from operating activities as compared to NT$65.6 billion in
2012. The increase was primarily due to the decrease in cash outflows relating to payment of employee bonuses and
income tax, accounts receivable and payable from operating activities, and a NT$2.0 billion procurement of land by
our property development subsidiary in 2012 for construction, which was further discussed in “Item 4. Information
on the Company—B. Business Overview—Property, plant and equipment”.
Historically, net cash from operating activities has been sufficient to cover our capital expenditures, including
82
ongoing expansion and modernization of our networks.
In 2014, net cash used in investing activities was NT$27.3 billion (US$0.9 billion), a decrease from NT$49.1
billion in 2013. The change was primarily due to the one-time payment of NT$39.1 billion in 2013 for acquiring
the 4G spectrum in the auction by the NCC, which was partially offset by a net decrease of NT$19.7 billion of time
deposits and negotiable certificate of deposit with maturities of more than three months.
In 2013, net cash used in investing activities was NT$49.1 billion, an increase from NT$18.6 billion in 2012.
The increase was primarily due to the one-time payment of NT$39.1 billion in 2013 for acquiring the 4G spectrum
in the auction by the NCC.
In 2014, our net cash used in financing activities totaled NT$35.1 billion (US$1.1 billion), which mainly
reflected NT$18.5 billion (US$0.6 billion) of payment of dividends during that period and NT$16.6 billion (US$0.5
billion) of cash distribution from our capital surplus to our stockholders.
In 2013, our net cash used in financing activities totaled NT$42.5 billion, which mainly reflected NT$35.9
billion of payment of dividends during that period and NT$5.6 billion of cash distribution from our capital surplus to
our stockholders.
In 2012, our net cash used in financing activities totaled NT$42.5 billion, which mainly reflected NT$42.4
billion of payment of dividends during that period.
Capital Resources
We have historically financed our capital expenditure requirements with our cash flows from operations and
some bank loans. In future years, we have capital expenditure requirements for the ongoing expansion and upgrade
of our networks, including 4G, FTTx, Wi-Fi and service platforms. 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 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, 2014, our primary source of liquidity was NT$23.6 billion (US$0.8 billion) in cash and
cash equivalents. In addition, the unused line of credit for unsecured and secured bank loans amounted to NT$35.3
billion (US$1.1 billion) and NT$0.8 billion (US$25.9 million), respectively, as of December 31, 2014.
As of December 31, 2014, our subsidiary, Senao International Co., Ltd., had short-term unsecured loans of
NT$0.5 billion (US$15.8 million) with an interest rate of 1.25%.
As of December 31, 2014, our subsidiary, Chunghwa Sochamp Technology Inc., had short-term unsecured
loans of NT$0.1 billion (US$2.0 million) at interest rates ranging from 2.10% to 2.40%.
As of December 31, 2014, our subsidiary, Light Era Development Co., Ltd., had long-term secured loans in
the amount of NT$1.7 billion (US$53.8 million) with interest rates ranging from 1.13% to 2.35%, with NT$1.65
billion due in 2018 and NT$0.05 billion due in 2017.
As of December 31, 2014, our subsidiary Chunghwa Precision Test Technology Co., Ltd., had a long-term
secured loan of NT$0.2 billion (US$6.3 million) due in 2029 with interest rate at 1.5%.
As part of the government’s effort to upgrade the existing telecommunication infrastructure, we and other
public utility companies were required by the ROC government to contribute a total of NT$1.0 billion to a Piping
Fund, administered by the Taipei City Government. This fund is used to finance various telecommunication
infrastructure projects. We accounted for the contribution as other financial assets on our consolidated balance
sheets.
Note 41 to our consolidated financial statements included elsewhere in this annual report provides a
description of the assets that are pledged as collateral for long-term bank loans and contract deposits.
83
Capital Expenditures
Substantially all of our capital expenditures in 2012, 2013 and 2014 were made for operations in the ROC.
We have financed our capital expenditures using cash flow from operations and bank loans. The following table sets
forth a summary of our capital expenditures for the periods indicated.
2012
Year Ended December 31
2013
(NT$ in billions, except percentages)
2014
Capital Expenditures:
Domestic fixed communications business
Mobile communications business
Internet business
International fixed communications business
Others
Total capital expenditures
19.6
7.2
3.4
2.4
0.7
33.3
59%
22
10
7
2
100%
20.4
9.2
4.6
1.6
0.6
36.4
56%
25
13
4
2
100%
16.2
9.6
4.4
1.5
0.9
32.6
50%
30
14
4
2
100%
The following table sets forth a summary of our planned capital expenditures for the year ending December
31, 2015.
Capital Expenditures:
Domestic fixed communications business
Mobile communications business
Internet business
International fixed communications business
Others
Total capital expenditures
Year Ending
December 31, 2015
(NT$ in billions,
except percentages)
13.0
8.3
6.8
2.0
0.6
30.7
42.2%
27.0
22.3
6.6
1.9
100.0%
We expect our total capital expenditures to be approximately NT$30.7 billion in 2015. Our capital
expenditures for 2015 are planned to be allocated to our 4G LTE network deployment, FTTx network expansion,
service platforms, cloud computing, including cloud data center construction and submarine cables. We expect to
finance these capital expenditures with our cash flows from operations and bank loans.
Inflation
We do not believe that inflation in Taiwan has had a material impact on our results of operations in 2012,
2013 and 2014.
Recent Accounting Pronouncements
Major differences between IFRSs and Taiwan IFRSs
See “Item 3. Key Information—A. Selected Financial Data” for description about the adoption of 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. Following
our adoption of IFRSs for SEC filing purposes, we are no longer required to prepare any reconciliation of our
consolidated financial statements with U.S. GAAP.
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. For
example, as of the date of this annual report, the FSC has not endorsed any accounting pronouncements issued by
the International Accounting Standards Board after January 1, 2014. Therefore, these pronouncements will not be
84
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.
zz The “income taxes on unappropriated earnings” should be recognized at the year of earnings under IFRSs,
while it should be recognized at the year of distribution under Taiwan IFRSs.
zz Prior to incorporation, according to the laws and regulations applicable to state-owned enterprises in Taiwan,
we recorded revenue from fixed-line service at the time the connection service was performed or the prepaid
card was sold. Upon incorporation, net assets greater than capital stock was credited as additional paid-in
capital. Part of our additional paid-in capital was from unearned revenues from fixed-line services as of that
date. Under IFRSs, following the revenue recognition guidance, the above service revenue should be treated
as deferred income and recognized over the time when the service is continuously provided or as consumed.
Therefore, upon our first adoption of IFRSs, we should retrospectively decrease additional paid-in capital
while increase unappropriated earnings on the transition date of January 1, 2012. There is no difference in the
recognition of unearned revenues or deferred income between IFRSs and Taiwan IFRSs. However, according
to the guidance released by the TWSE in March 2012, which is a part of Taiwan IFRSs, the additional paid-
in capital under ROC GAAP that is not specifically promulgated under Taiwan IFRSs should not be adjusted
on the transition date of January 1, 2012. Therefore, we retain such additional paid-in capital under Taiwan
IFRSs.
It is difficult for us to evaluate the precise impact of the adoption of Taiwan IFRSs and IFRSs on our financial
statements, because the FSC may issue new rules governing the adoption of Taiwan IFRSs and as other laws and
regulations may be amended with the adoption of Taiwan IFRSs.
Other recent accounting pronouncements under IFRSs
For a summary of new standards, amendments and interpretations issued under IFRSs but not effective for
2014 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
Research and Development
Our research and development efforts are focused on the development of advanced network services and
operation technologies as well as the development of core technologies for the domestic telecommunications market.
For 2012, 2013 and 2014, our research and development expenses were NT$3.7 billion, NT$3.7 billion and NT$3.5
billion (US$0.1 billion), or approximately 1.7%, 1.6% and 1.5% of our revenues, respectively.
As of March 31, 2015, we had 2,287 researchers focusing on the following areas:
zz wireless communication;
zz broadband networks;
zz network management;
zz cloud computing;
zz business solution;
zz information and communication security;
zz billing information;
zz internet of things;
zz business management information;
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zz convergence services; and
zz Big Data.
With our consistent investment in research and development, we have developed a number of advanced
network services, operation technologies and VAS which successfully support our business operations and
expansion, including our xDSL/FTTx deployment, internet-based call center, e-commerce platform, mobile internet
services, mobile communications billing system, a new telecommunications operation service system for all business
units of our company, government public key infrastructure, a leased line testing and monitoring system, cloud
business and operation supporting system, and various IoT services, such as ITS, iEN and eHome services. As of
December 31, 2014, we have been granted 578 domestic patents and 91 foreign patents.
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.
E. Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that are material to investors.
F. Tabular Disclosure of Contractual Obligations
Set forth below are our total contractual obligations as of December 31, 2014.
Contractual Obligations(1)
Short-term loans
Long-term loans
Obligations related to ST-2 satellite
Operating leases(2)
Total
Payments Due by Period
Less than
1 Year
1-3 years
(NT$ in billions)
3-5 years
More than
5 years
0.6
—
0.2
3.1
3.9
—
0.1
0.4
4.0
4.5
—
1.7
0.4
1.8
3.9
—
0.1
1.2
1.5
2.8
Total
0.6
1.9
2.2
10.4
15.1
(1) Unfunded defined benefit obligation is not included as the schedule of payments is difficult to determine.
We made pension contributions of approximately NT$2.5 billion (US$0.1 billion) in 2014 and expected to
made pension contributions of approximately NT$2.5 billion (US$0.1 billion) in 2015. See note 28 to our
consolidated financial statements for additional details regarding our pension plan.
(2) Operating leases obligations are described in note 36 to our consolidated financial statements included
elsewhere in the annual report.
As of December 31, 2014, we had remaining commitments under non-cancelable contracts with various
parties, including acquisition of lands and buildings of NT$2.2 billion (US$0.1 billion) and acquisition of
telecommunications equipment of NT$16.6 billion (US$0.5 billion).
Foreign Exchange
Our revenues and costs and expenses are largely denominated in NT dollars. Our principal expenses
denominated in foreign currencies are capital expenditures on telecommunications equipment and settlement
payments for the use of networks of carriers in foreign countries for outgoing international calls. Settlement receipts
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have been a principal source of foreign currency for us. While future fluctuations of the NT dollar against foreign
currencies could impact our financial condition and results of operations, we have not yet been materially affected in
the past.
G. Safe Harbor
See “Forward-Looking Statements in This Annual Report May Not Be Realized.”
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
Our articles of incorporation provides 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 March 31, 2015. There is no family relationship among any of these persons. These directors
have terms until June 24, 2016.
Name
Lih-Shyng Tsai
Mu-Piao Shih
Yu-Fen Hong
Yi-Bing Lin
Chung-Yu Wang(1)
Zse-Hong Tsai(1)
Chung-Fern Wu(1)
Shih-Peng Tsai
Su-Ghen Huang
Tain-Jy Chen(1)
Yun-Tsai Chou(1)
Chih-Ku Fan
Chich-Chiang Fan
(1) Independent director.
Age
64
62
58
54
70
54
58
66
50
62
47
61
64
Position
Chairman, chief executive officer and director
President and director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Lih-Shyng Tsai is the chairman, chief executive officer and director of our company starting January 28,
2014. Dr. Tsai was the chairman and chief executive officer of TSMC Solar Ltd. and TSMC Solid State Lighting
Ltd. from 2011 to 2013. From June 2009 to July 2011, Dr. Tsai served as the president of TSMC’s new business
department. Dr. Tsai holds a Ph.D. degree in Material Science and Engineering from Cornell University.
Mu-Piao Shih is the president and director of our company. Mr. Shih was a senior executive vice president
of our company from August 2011 to April 1, 2013. Mr. Shih was an executive vice president of our company and
the manager of our Mobile Business Group from September 2009 to August 2011. Mr. Shih served as an assistant
vice president and a deputy manager of our Mobile Business Group from March 2005 to September 2009. He also
served as the senior chief engineer of our Mobile Business Group from October 2001 to March 2005. Mr. Shih holds
a master’s degree in Electronic Engineering from the National Taiwan University.
Yu-Fen Hong is a director of our company. Ms. Hong is currently the director of the accounting department
at the MOTC. She holds an MBA degree from the National Chiao Tung University in Taiwan.
Yi-Bing Lin is a director of our company. Dr. Lin is the political deputy minister of Ministry of Science
and Technology of the Executive Yuan. He holds a Ph.D. degree in Computer Science and Engineering from the
University of Washington in Seattle.
Chung-Yu Wang is currently an independent director of our company and also the former chairman of
87
China Steel Corporation. He graduated from Chung Yuan Christian University with a bachelor’s degree in Chemical
Engineering. Mr. Wang received a certificate of senior management course from Harvard Business School.
Zse-Hong Tsai is an independent director of our company. Dr. Tsai is also currently a professor of electrical
engineering at the National Taiwan University. His research interest includes broadband networking, performance
evaluation and telecommunication regulations. Dr. Tsai holds a Ph.D. degree and a master’s of science degree
in Electrical Engineering from the University of California, Los Angeles, and a bachelor’s of science degree in
Electrical Engineering from the National Taiwan University.
Chung-Fern Wu is an independent director of our company. Dr. Wu is also currently a professor of
Accounting at the National Taiwan University. She holds an MBA degree in finance and a bachelor’s degree in
accounting from the National Taiwan University. She started her career as a practicing CPA in Taiwan and a Systems
Analyst in U.S.A. She started her academic career as an assistant professor in the Fisher School of Accounting,
University of Florida after receiving her Ph.D. degree in Accounting and Information Management from the
Anderson Graduate School of Management, University of California, Los Angeles.
Shih-Peng Tsai is a director of our company. Mr. Tsai is currently a representative of the Member’s Convention
of the Chunghwa Telecom Workers Union. Mr. Tsai graduated from Ta Tung Junior Technological College of
Commerce.
Su-Ghen Huang is a director of our company. Ms. Huang is also currently the director of the Department
of Planning of the Directorate General of Budget, Accounting and Statistics at the Executive Yuan. Ms. Huang
served as our supervisor before June 25, 2013. Ms. Huang holds a bachelor’s degree in Accounting from the Furen
University in Taiwan.
Tain-Jy Chen is an independent director of our company. Dr. Chen is currently a professor of Department
of Economics at the National Taiwan University. He was the Minister of Council for Economic Planning and
Development from 2008 to 2009 and the President of Chung-Hua Institution for Economic Research from 2002 to
2005. Dr. Chen holds a Ph.D. degree in Economics from Pennsylvania State University, University Park, U.S.A.
Yun-Tsai Chou is an independent director of our company. Dr. Chou currently directs research and
development for five research centers at the public policy think tank 21st Century Foundation: Digital Convergence,
Bio-Agriculture, Global Health, Innovative Governance, and Knowledge Economy. She is currently an associate
professor of Department of Graduate Program teaching Social Informatics at the Yuan Ze University in Taiwan. Dr.
Chou holds a Ph.D. degree in Public Policy from George Washington University, U.S.A.
Chih-Ku Fan is a director of our company. Mr. Fan is also currently the deputy administrative minister of the
MOTC. Mr. Fan holds a Ph.D. degree in transportation technology and management from the National Chiao Tung
University in Taiwan.
Chich-Chiang Fan is a director of our company. Dr. Fan assumed chairmanship of Yuanta Commercial Bank
Company Ltd. starting from March 2015, after his term as the chairman of Taiwan High Speed Rail Corporation
from 2014 to 2015. Dr. Fan is also the chairman of Taiwan Futures Exchange starting from July 2010, after his term
as the chairman of the Taiwan Depository & Clearing Corporation from 2008 to 2010. From 2001 to 2008, he was
the chairman of TransAsia Airways Corporation, and chaired the Association of Airfreight Forwarding & Logistics
from 2005 to 2008. He was also the chairman of Askey Computer Corp. from 2001 to 2006. From 1997 to 2001,
he served as the chairman of the Fuhwa Securities Corp. Dr. Fan received a Ph.D. degree from the University of
Cambridge, UK, in 1993.
The following people served as directors on our board during 2014 but are no longer serving with us due to
resignations or replacements.
Hui-Ling Wu was a director of our company. Ms. Wu is the director of the General Affairs Department at the
MOTC. Ms. Wu holds a bachelor’s degree in political science from the National Taiwan University.
The following table sets forth the name, age and position of each of our executive officers and such person’s
position as of March 31, 2015. There is no family relationship among any of these persons.
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Name
Bo-Yung Chen
Chi-Mau Sheih
Shyang-Yih Chen
Hsiu-Gu Huang
Yuan-Kuang Tu
Ming-Yuan Lee
Kuo-Feng Lin
Fu-Kuei Chung
Ming-Ching Cheng
Feng-Yue Hung
Age
51
60
62
61
59
63
59
61
63
64
Position
Chief financial officer and senior executive vice president
Senior executive vice president
Senior executive vice president
Senior executive vice president
President of business group
President of business group
President of business group
President of business group
President of business group
President of business group
Bo-Yung Chen is our chief financial officer and senior executive vice president starting from May 2014.
Mr. Chen is also a director of Senao International Co., Ltd. He served as the chief financial officer of TSMC Solid
State Lighting from 2012 to 2014. Prior to that, he was the chief financial officer and the operation general manager
of Ralink Technology Corp. from 2008 to 2011. He also served as the senior vice president of Silicon Integrated
Systems Corp. from 2004 to 2008. Mr. Chen holds a master’s degree in Business Administration from University of
Pittsburgh.
Chi-Mau Sheih is a senior executive vice president of our company. Mr. Sheih is also a director of Senao
International Co., Ltd. Mr. Sheih was an executive vice president and the manager of our Southern Taiwan Business
Group from March 2007 to June 2010. Prior to that, he was an executive vice president of our company and the
manager of our Central Taiwan Business Group from September 2006 to March 2007. He served as the senior
managing director of our Network Department from September 2001 to January 2004. He also served as an assistant
vice president of our company and a deputy manager of our Central Taiwan Business Group from January 2004 to
September 2006. Mr. Sheih holds a master’s degree in Business Administration from the National Taiwan University.
Shyang-Yih Chen is a senior executive vice president of our company and acting for the president of our
Telecommunication Training Institute. Mr. Chen served as the president of our Telecommunication Training Institute
from March 2012 to August 2014. He served as an executive vice president of our company and the manager of the
Data Communication Business Group from September 2006 to March 2012. Prior to that, he served as the deputy
manager of our Data Communication Business Group from January 2005 to September 2006. Mr. Chen holds a
master’s degree in Electrical Engineering from National Taiwan University.
Hsiu-Gu Huang is a senior executive vice president. Mr. Huang is also a director of China Airlines Co.,
Ltd. He served as the president of our Enterprise Business Group from September 2008 to May 2013. Prior to that,
he was an assistant vice president of our company and a deputy manager of our Enterprise Business Group from
January 2007 to September 2008. Mr. Huang holds a master’s degree in Management Science from the National
Chiao Tung University in Taiwan.
Yuan-Kuang Tu is the president of our Enterprise Business Group and acting for the president of the
International Business Group of our company. Dr. Tu served as the president of Northern Taiwan Business Group
from July 2012 to February 2015, the president of Chunghwa Telecom Laboratories from May 2009 to March
2012, the senior managing director of our Corporate Planning Department from May 2007 to May 2009, and a
vice president of Chunghwa Telecom Laboratories from March 2006 to April 2007. Dr. Tu holds a Ph.D. degree in
Electrical Engineering from National Taiwan University.
Ming-Yuan Lee is the president of our Southern Taiwan Business Group since November 2013. Prior to that,
he served as a vice president of our Southern Taiwan Business Group from July 2012 to November 2013 and as the
deputy manager of our Southern Taiwan Business Group from May 2007 to July 2012. Mr. Lee holds a master’s
degree in Telecommunications from the National Chiao Tung University in Taiwan.
Kuo-Feng Lin is the president of our Mobile Business Group. Mr. Lin served as a deputy manager of
our Mobil business group from October 2009 to May 2012. Prior to that, he served as the manager of Taipei
Branch, Mobile Business Group from April 2006 to October 2009. Mr. Lin holds a bachelor’s degree in Electronic
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Engineering from National Taipei Institute of Technology.
Fu-Kuei Chung is the president of our Data Communications Business Group. Before being promoted to this
position, he previously served as a deputy manager of our Data Communications Business Group from September
2010 to March 2012 and the senior managing director of our Corporate Planning Departing from May 2009 to
August 2010. Mr. Chung holds the master’s degree in Information Management from National Taiwan University.
Ming-Ching Cheng is the president of our Northern Taiwan Business Group. Mr. Cheng is also a director of
Senao International Co., Ltd. Before being promoted to this position, Mr. Cheng served as a vice president of Mobile
Business Group from July 2012 to February 2015. Mr. Cheng holds a bachelor’s degree in Electrical Engineering
from the Provincial Kaohsiung Institute of Technology.
Feng-Yue Hung is the president of our Telecommunication Laboratories. Mr. Hung served as the president of
our Telecommunication Training Institute from December 2010 to March 2012. Prior to that, he served as the deputy
manager of our Enterprise Business Group from September 2008 to December 2010 and served as the Director of
our Information Technology Department from January 2006 to September 2008. Mr. Hung holds a master’s degree
in Electronic from National Chiao Tung University.
The following people served as our executive officers during 2014 but are no longer serving with us due to
resignations or replacements.
Cheng-Kann Wu was a senior executive vice president of our company. Mr. Wu was the chief audit
executive of our company from July 2011 to August 2012. Mr. Wu holds a master’s degree in Management Science
from the National Chiao Tung University.
Tai-Feng Leng was the president of the International Business Group. Miss Leng served as the deputy
manager of our International Business Group from July 2004 to December 2007. Miss Leng holds a master’s degree
in Management Science from the National Chiao Tung University in Taiwan.
Kuang-Yao Chang was the president of our Enterprise Business Group. Dr. Chang served as a vice president
of our Telecommunication Laboratories from July 2012 to May 2013. Dr. Chang holds a Ph.D. degree in information
engineering from the National Taiwan University in Taiwan.
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.
zz the chairman of our board of directors may receive a fixed monthly income of NT$330,000 and a non-fixed
income, including but not limited to performance-related bonuses or other rewards, which may not exceed his
fixed income. The chairman will not receive any additional compensation for his role as a director;
zz our president may receive a fixed monthly income of NT$325,000 and a non-fixed income, including but
not limited to performance-related bonuses or other rewards, which may not exceed his fixed income. The
president will not receive any additional compensation for his role as a director;
zz independent directors who concurrently serve in military, public office or hold teaching or administrative post
may receive a fixed monthly compensation of NT$8,000, and those who do not concurrently serve in military
or public office or hold teaching or administrative post may receive a monthly compensation of NT$60,000;
and
zz directors who serve in military, public office or hold teaching or administrative post may receive a monthly
compensation of NT$8,000, and those directors who do not serve in military and public office or hold
teaching or administrative post may receive a monthly compensation of NT$30,000.
Any compensation above the stipulated amounts in the compensation plan for our directors, including but
not limited to profit-based bonuses, received by our directors who are serving as representatives of the MOTC or
90
other legal persons will be collected by the MOTC or the legal persons they represent, respectively. Our chairman
and president to our board of directors, Lih-Shyng Tsai and Mu-Piao Shih, respectively, do not receive monthly
compensation for acting as our directors because they receive salaries as employees.
The aggregate amount of compensation to our directors and executive officers in 2012, 2013 and 2014
was NT$140,141,488, NT$108,996,925 and NT$152,242,029 (US$4,817,785.7), respectively. The aggregate
amount of compensation in 2014 includes a NT$71,744,861 (US$2,270,407) salary payment for directors and
executive officers, a NT$16,920,688 (US$535,464.8) pension payment for executive officers, a NT$39,222,554
(US$1,241,220.1) bonus accrued for directors and a NT$24,353,926 (US$770,693.9) bonus accrued for executive
officers. The 2014 bonus for our directors may not exceed 0.2% of our distributable earnings and must be approved
at our 2015 annual general stockholders’ meeting.
Our non-independent directors are legal representatives of the MOTC. The bonus in the amount of
NT$16,480,351 (US$521,530.1) were paid directly to the MOTC in 2014 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, 2014 as follows, excluding bonus accrued for legal entities:
Total Compensation
Below NT$2,000,000
NT$2,000,000 to NT$4,999,999
NT$5,000,000 to NT$9,999,999
Over NT$10,000,000
Total
Directors
Hui-Ling Wu, Jian-Yu Chen, Su-Ghen Huang, Yu-Fen Hong, Yi-Bing Lin, Chich-
Chiang Fan, Tain-Jy Chen, Yun-Tsai Chou, Shih-Peng Tsai, Chung-Yu Wang, Chung-
Fern Wu, Zse-Hong Tsai
Lih-Shyng Tsai(1)
Mu-Piao Shih(2)
Yen-Sung Lee(3)
15 people
(1) As salary for serving as our chief executive officer.
(2) As salary for serving as our president.
(3) As salary for serving as our chief executive officer and as retirement pension payment.
Total Compensation
Below NT$2,000,000
NT$2,000,000 to NT$4,999,999
NT$5,000,000 to NT$9,999,999
Total
Senior Management
Bo-Yung Chen
Chi-Mao Hsieh, Hsiu-Gu Huang, Yuan-Kuang Tu, Ming-Yuan Lee, Kuo-Feng Lin,
Fu-Kuei Chung, Kuang-Yao Chang, Feng-Yue Hung, Shyang-Yih Chen, Shu Yeh
Cheng-Kann Wu(1), Tai-Feng Leng(1)
13 people
(1) Including retirement pension payment.
We accrued NT$5,802,177 (US$183,613.2) pension expense for executive officers mentioned above in 2014.
See “Item 5. Operating and Financial Review and Prospects—Overview—Personnel expenses” and note 28 to our
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
Thirteen directors were elected in 2013 for three-year terms. 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. Under the Article 12 of
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our articles of incorporation, our supervisors has been replaced by an audit committee, which is composed entirely
of independent directors, starting from our 7th term of board of directors to be elected at our 2013 annual general
stockholders’ meeting, pursuant to Paragraph 1, Article 14-4 of the Securities and Exchange Act. We no longer have
supervisors after the beginning of our 7th term of our board of directors.
Our articles of incorporation provides 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 provides for the election of, starting from the fifth
stockholders’ meeting, 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 independent directors from the list of nominees. Accordingly, we have
elected five independent directors in the annual general meeting on June 25, 2013. With respect to certain material
decisions to be made by our company as specified in the ROC Securities and Exchange Act, 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, the dissenting opinion or qualified opinion of an independent director is required to be
noted in the minutes of the board of directors’ meeting.
Our audit committee was established in September 2004 in accordance with the rules set forth in the New
York Stock Exchange, or 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. Therefore, we no longer have supervisors after the beginning of our 7th
term of our board of directors. In addition, the number of members, or independent directors, in the audit committee,
increases from three to five according to the resolution of our board meeting.
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.
Our audit committee should approve and deal following matters: (i) the adoption or amendment of the internal
control system pursuant to Article 14-1 of the Securities and Exchange Act; (ii) the assessment of the effectiveness
of the internal control system; (iii) the adoption or amendment, pursuant to Article 36-1 of the Securities and
Exchange Act, of procedures governing material financial or operational actions, such as acquisition or disposal
of assets and derivatives trading, loaning of funds to others, and endorsements or guarantees for others; (iv) a
matter relating to the personal interest of a director; (v) a material asset or derivatives transaction; (vi) the offering,
issuance, or private placement of any equity-related securities; (vii) a matter relating to significant loan, endorsement
or guarantee arrangement; (viii) the designation or dismissal of an attesting CPA, or the compensation given thereto;
(ix) the appointment or discharge of a financial, accounting, or internal auditing officer; (x) annual and semi-annual
financial reports; (xi) the first and third quarter financial reports; (xii) communicating with our independent auditor;
(xiii) negotiating the conflicts over our financial reports between our management and independent auditor; (xiv)
discussing and reporting other financial information and required disclosure under the Securities Exchange Act
of 1934 with our management and independent auditor; (xv) accounting firm’s annual audit and non-audit service
items; (xvi) performing one-self review each year; and (xvii) any other material matter so required by the Company
or the competent authorities. Our board of directors has concluded that Chung-Fern Wu is our audit committee
financial expert.
In addition to our audit committee, we also have a corporate strategy committee. Our corporate strategy
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committee may be composed of five to seven directors. Currently, there are six directors in the Committee. It is
responsible for reviewing and advising on the budgets, capital requirements, financial forecasts, matters related to
investments, business license matters, corporate reorganization, development plans and other major issues affecting
our development. The conclusions of the corporate strategy committee are considered at a subsequent board of
directors meeting.
The board of directors passed a resolution on November 8, 2005 to set up a compensation committee.
The Article 14-6 of 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. Our board of directors passed a resolution to amend
the organization of our compensation committee on August 13, 2013. The compensation committee is composed of
three independent directors (Chung-Yu Wang, Chung-Fern Wu and Tain-Jy Chen) and is responsible for drafting,
approving and periodically reviewing the compensation proposals for the directors and managers. See “Item 10.
Additional Information—B. Memorandum and Articles of Incorporation—Directors and Audit Committee”.
In November 2003, the SEC approved changes to the New York Stock Exchange’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 New York
Stock Exchange-listed non-foreign private issuers under the New York Stock Exchange’s listing standards. See “Item
16G. Corporate Governance”. A copy of the significant differences between our corporate governance practices and
New York Stock Exchange corporate governance rules applicable to non-foreign private issuers is also available on
our website http://www.cht.com.tw. The information contained on our website is not a part of this annual report.
D. Employees
The following section sets forth information regarding the employees.
As of December 31, 2014, we had 32,596 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 2012 to 2014 on a
consolidated basis.
Employees
Technical
Operations
Administrative
Total
2012
2013
14,494
14,214
1,724
30,432
15,177
15,267
1,743
32,187
2014
15,217
15,640
1,739
32,596
The following table is a breakdown of our employees of Chunghwa Telecom Co., Ltd. from 2012 to 2014.
Employees
Technical
Operations
Administrative
Total
2012
2013
2014
13,840
9,170
1,341
24,351
13,951
8,958
1,313
24,222
13,773
8,464
1,298
23,535
As of December 31, 2014, approximately 76% of our employees of Chunghwa Telecom Co., Ltd. had
university, graduate or post-graduate degrees. To improve our operational efficiency by reducing personnel costs, we
offered a number of voluntary retirement programs between June 1, 2000 and December 31, 2014, which resulted in
a reduction of approximately 14,386 employees.
As of December 31, 2014, approximately 99% 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
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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 union. We strive to have good communication with our employees and the labor union by inviting
representatives of our labor union to attend various meetings related to the performance of our employees.
Pursuant to our articles of incorporation, our employees are entitled to 2% to 5% of the distributable earnings
as employee bonuses. Our practice in the past to determine the amount of the bonus has been based on the operating
results. In the third quarter of 2014, we distributed an aggregate bonus to our employees of NT$1.5 billion (US$0.1
billion), which included a one-time additional bonus to our employees in the amount of NT$0.7 billion. See “Item 5.
Operating and Financial Review and Prospects—Overview—Effect of adopting Taiwan IFRSs on our dividends and
employee bonuses”.
E. Share Ownership
As of March 31, 2015, our directors and executive officers personally held an aggregate 883,549 shares of
our common shares, representing around 0.01% of our outstanding common shares. The following table sets forth
information with respect to the beneficial ownership of our common shares as of March 31, 2015 by each of our
directors and executive officers.
Name
Lih-Shyng Tsai
Mu-Piao Shih
Yu-Fen Hong
Yi-Bing Lin
Chung-Yu Wang
Zse-Hong Tsai
Chung-Fern Wu
Shih-Peng Tsai
Su-Ghen Huang
Tian-Jy Chen
Yun-Tsai Chou
Chih-Ku Fan
Chih-Chiang Fan
Bo-Yung Chen
Chi-Mau Sheih
Shyang-Yih Chen
Hsiu-Gu Huang
Yuan-Kuang Tu
Ming-Yuan Lee
Kuo-Feng Lin
Fu-Kuei Chung
Ming-Ching Cheng
Feng-Yue Hung
Number
400,000
71,218
–
–
–
–
–
15,961
–
25,768
–
–
–
–
72,054
78,840
18,698
81,305
5,188
42,771
19,093
11,100
41,553
%
*
*
–
–
–
–
–
*
–
*
–
–
–
–
*
*
*
*
*
*
*
*
*
* 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.
Our consolidated subsidiary, Senao, is publicly traded on the TWSE and resolved to grant the stock options
plan for its employees to purchase common stock of Senao. As of December 31, 2012, 2013 and 2014, participants
in Senao’s stock incentive plan had outstanding stock options to purchase 1.1 million, 9.9 million and 9.0 million
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common shares of Senao, respectively.
Our another consolidated subsidiary, Chunghwa Precision Test Tech Co., Ltd., or CHPT, which was listed on
the Emerging Stock Market of the Taipei Exchange (formerly known as Gre Tai Securities Market) since January
20, 2015, granted the stock options to its employees to subscribe for common shares of CHPT. As of December 31,
2012, participants in CHPT’s stock incentive plan had outstanding stock options to purchase 0.9 million common
shares of CHPT. The registration of 0.8 million of employee stock options exercised in 2013 has been completed,
and others were expired. As of December 31, 2013 and 2014, CHPT has no outstanding employee stock options.
ITEM 7. MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Stockholders
The following table sets forth information known to us with respect to the beneficial ownership of our shares
(i) as of March 31, 2015, 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.
Name
The ROC government(1)(2)
The MOTC
Fubon Life Assurance Co., Ltd(2)
As of March 31,
2012
As of March 31,
2013
As of March 31,
2014
As of March 31,
2015
number
%
number
%
number
%
number
%
2,885,164,257 37.19 3,000,346,630 38.68 3,099,602,788 39.96 3,095,559,716 39.90
2,737,718,976 35.29 2,737,718,976 35.29 2,737,718,976 35.29 2,737,718,976 35.29
5.79
467,321,087
450,471,087
449,451,087
428,621,087
6.02
5.81
5.53
(1) Includes shares held through the MOTC and other government-controlled entities.
(2) The information as of July 27, 2011, July 19, 2012, July 18, 2013, and July 18, 2014, the latest book closure
date, which were the most recent practicable dates for us to obtain complete ownership information.
As of March 31, 2015, 24 record holders held 25,246,953 ADSs (each representing ten common shares),
which represents approximately 3.3% 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 United States.
None of our shareholders has different voting rights from other shareholders. See “Item 10. Additional
Information—B. Memorandum and Articles of Incorporation—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 contract 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 three 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, 15, 16 and 40 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.
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
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gets commission, subsidies of handset sold and warranties from Chunghwa. For the year ended December 31, 2014,
Senao received NT$12.1 billion (US$382.3 million) from Chunghwa. Chunghwa also sells mobile handsets and data
cards to Senao. For the year ended December 31, 2014, Chunghwa sold mobile handsets and data cards to Senao that
amounted to NT$0.8 billion (US$26.4 million).
Chunghwa acquired network equipment and related supplies from Chunghwa System Integration for
approximately NT$1.5 billion (US$48.7 million) in 2014.
Chunghwa paid Taiwan International Standard Electronics approximately NT$1.0 billion (US$31.6 million)
in 2014 for the purchase of telecommunications exchange facilities and related supplies, and the maintenance
expenses.
Terms and conditions of the foregoing transactions with related parties were not significantly different from
transactions with non-related parties. When no similar transactions with non-related parties can be referenced, terms
and conditions were determined in accordance with mutual agreements.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8.
FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
See Item 18 for a list of all consolidated financial statements filed as part of this annual report on Form 20-F.
We are not currently involved in material litigation or other proceedings that may have or have had in the
recent past, significant effects on our financial position or profitability, see “Item 4. Information on the Company—
B. Business Overview—Legal Proceedings.”
For our policy on dividend distributions, see “Item 10. Additional Information—B. Memorandum and
Articles of Incorporation—Dividends and Distributions”. The following table sets forth the dividends declared on
each of our common shares and in the aggregate for each of the years from 2010 to 2014. All of these dividends
were paid, in the fiscal year following the period with respect to which the dividends relate.
Year ended December 31, 2010
Year ended December 31, 2011
Year ended December 31, 2012(2)
Year ended December 31, 2013(3)
Year ended December 31, 2014(4)
Dividends Per
Common Share(1)
NT$
5.52
5.46
4.63
2.39
4.86
Total Dividends(1)
NT$ in billions
42.8
42.4
35.9
18.5
37.7
(1) Cash dividend unless otherwise indicated.
(2) In addition to the cash dividend from unappropriated earnings disclosed in table above, we also made cash
distributions from additional paid-in capital of NT$0.72 per share, which amounted to an aggregate of NT$5.6
billion.
(3) In addition to the cash dividends from unappropriated earnings disclosed in the table above, we also made cash
distributions from our additional paid-in capital of NT$2.14 per share, which amounted to an aggregate of
NT$16.6 billion. See “Item 5. Operating and Financial Review and Prospects—Overview—Effect of adopting
Taiwan IFRSs on our dividends and employee bonuses.”
(4) Dividends for 2014, which are calculated based on Taiwan IFRSs, were approved by the board of directors in
February 2015 and are expected to be declared at our annual general stockholders’ meeting scheduled on June
26, 2015. The accumulated legal reserve that we had set aside in the past years, including the appropriation
of the 2014 earnings, has amounted to the aggregate par value of our outstanding share capital. Therefore,
according to the relevant regulations, we are not required to appropriate profits as legal reserve in the
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following years. The appropriation for legal reserve accounted for 1.76% of our 2014 net income attributable
to stockholders of the parent. Our payout ratio was 97.56% in 2014 after the adjustment of unappropriated
earnings, the appropriation of legal reserve, and the reversal of special reserve.
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 since October 27, 2000. There is no public market outside
Taiwan for our common shares. The table below shows, for the periods indicated, the high and low closing prices
and the average daily volume of trading activity on the TWSE for our common shares. The closing price for our
common shares on the TWSE on April 20, 2015 was NT$97.80 per share.
2010
2011
2012
2013
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
October
November
December
2015 (through April 20)
First Quarter
January
February
March
Second Quarter (through April 20)
April (through April 20)
Closing Price
Per Common Share(1)
High
NT$
Low
NT$
Average Daily
Trading Volume
(in thousands)
75.20
88.71
85.65
92.12
85.65
91.96
92.12
90.12
94.00
89.26
92.31
93.70
94.00
92.70
93.60
94.00
99.80
99.80
95.50
98.90
99.80
99.60
99.60
54.66
69.92
74.38
82.68
82.68
83.22
88.18
86.31
85.84
85.84
88.79
91.00
90.30
90.30
92.20
91.60
92.50
92.50
92.50
95.40
97.20
97.50
97.50
13,142
14,355
11,753
7,498
7,138
7,717
8,105
7,005
6,307
7,704
5,240
7,097
5,359
6,693
5,074
4,454
7,132
7,366
6,087
9,569
7,226
6,058
6,058
(1) The historical prices and volumes of our common shares traded on the TWSE have been adjusted based on
prior cash dividend payments, capital increases and capital reductions.
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Market Price Information for Our American Depositary Shares
Our ADSs have been listed on the New York Stock Exchange under the symbol “CHT” since July 17, 2003.
The outstanding ADSs are identified by the CUSIP number 17133Q502. The table below shows, for the periods
indicated, the high and low closing prices and the average daily volume of trading activity on the New York Stock
Exchange for our ADSs. The closing price for our ADSs on the New York Stock Exchange on April 20, 2015 was
US$31.45 per ADS. Each of our ADSs represents the right to receive ten shares.
2010
2011
2012
2013
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
October
November
December
2015 (through April 20)
First Quarter
January
February
March
Second Quarter (through April 20)
April (through April 20)
Closing Price Per ADS(1)
High
US$
24.85
30.74
29.43
31.08
29.71
29.70
31.08
30.61
31.45
29.42
30.73
31.45
30.45
30.45
30.45
29.88
32.24
32.07
30.65
31.46
32.07
32.24
32.24
Low
US$
16.60
23.59
25.09
27.72
27.72
27.91
29.13
29.27
27.79
27.79
29.36
29.79
29.06
29.60
29.91
29.06
29.01
29.01
29.01
30.22
30.78
31.39
31.39
Average ADS
Daily Trading
Volume
(in thousands)
590
375
355
206
260
179
164
226
111
170
99
90
88
74
101
92
126
128
133
115
134
118
118
(1) The historical prices and volumes of our ADSs traded on the New York Stock Exchange have been adjusted
based on prior cash dividend payments, capital increases and capital reductions.
As of April 20, 2015, a total of 25,432,898 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 New York Stock Exchange.
D. Selling Stockholders
Not applicable.
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E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Incorporation
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 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 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 Enterprise Type 1 and Type 2 businesses pursuant to the Telecommunications Act of
the ROC, (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) design, engineering and operation of information software and hardware 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, and (x) 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 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, 2014. The remainder of our outstanding shares is held by public stockholders
and other investors.
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. Under Article 12 of our articles of incorporation,
we shall establish an audit committee starting from our 7th term of our board of directors. As a result, our new audit
committee started from the date of the annual general meeting on June 25, 2013. See “Item 6. Directors, Senior
Management and Employees—C. Board Practices.” Pursuant to Article 14-4 of 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 ROC Securities and Exchange Act, the ROC Company Act, and other laws and regulations
shall apply mutatis mutandis to the audit committee.
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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 stockholders.
Where any resolution adopted by our board of directors contravenes laws, our articles of incorporation and the
resolutions adopted at the meetings of 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.
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 more than 3% of our issued and outstanding shares for over a year may require an independent
director to bring an action on our behalf against a director for losses suffered by us as a result of the director’s
unlawful actions or failure to act by sending a written request to any of our independent directors. 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 such an action. In the 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
to compensate us if they breach their fiduciary duty. In addition, a director who has a personal interest in a matter to
be discussed at the meeting of the board of directors, shall specify such conflict; if the conflict may cause damages to
the 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 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 the Company
and referencing the regular standards of other corporations in the similar industry. Our articles of incorporation
also provide that we may make compensation to all directors and such compensation shall not exceed 0.2% of
our distributable earnings and may be approved only by a validly convened stockholders’ meeting. 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 loan 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 dividend 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
as determined by our stockholders at a stockholders’ meeting. In addition, our articles of incorporation provide
that at least 50% of the remaining portion of the net income, less prior years’ losses, outstanding taxes, the legal
reserve and any special reserve, plus unappropriated 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. Pursuant to our current articles of incorporation, prior to distributing any dividends
to our stockholders, we were required to first distribute (i) between 2% and 5% of the distributable earnings to
employees as bonuses and (ii) not more than 0.2% of the distributable earnings to directors as compensation. Also,
in accordance to a clarification letter issued by the Ministry of Economic Affairs of Taiwan for the explanation
of Article 64 of the Business Accounting Law, employee bonuses are categorized as an expense instead of as
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distributable earnings.
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.
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 subscribes 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 by the existing shareholders 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 Republic of China Securities and Exchange Law, a public company 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
We are required by the ROC Company Act and our articles of incorporation to hold a general meeting of
our stockholders within six months following the end of each fiscal year, unless for specific legitimate reason
or approved otherwise by the relevant authorities. Commencing from January 1, 2012, we must hold a general
shareholders meeting within six months after the end of fiscal year and may not seek any extension for such meeting
accordingly to Article 36 of Securities and Exchange Act. These meetings are generally held in Taipei, 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 outstanding common
shares for more than one year. 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 our issued and outstanding shares are entitled to submit one written 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
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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.
In general, a resolution can be adopted by the holders of at least a majority of the common shares represented
at a stockholders’ meeting at which the holders of a majority of all issued and outstanding common shares are
present. Under the ROC Company Act, the approval by at least a majority 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:
zz amendment to our articles of incorporation;
zz entering into, modification or termination of any contracts regarding leasing of all business, outsourcing of
operations or joint operations;
zz transfer of the whole or substantial part of our business or assets;
zz taking over of the whole of the business or assets of any other company which would have significant impact
on our operations;
zz distribution of any share dividend;
zz dissolution;
zz merger or spin-off; and
zz removing of directors.
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 at least a majority 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 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, according to the regulations promulgated by the FSC on February 20, 2012, starting from our
2012 general meeting, we are required to set up an electronic voting mechanism for such stockholder to exercise
voting right. The stockholder is not allowed to exercise voting right through 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.
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;
however, the shares held by such stockholder 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.
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Other Rights of Stockholders
Under the ROC Company Act, dissenting stockholders 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 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. Stockholders
may exercise their appraisal rights by serving notice in writing to us prior to the related stockholders’ meeting and/
or by raising his objection at the 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. One or more stockholders who have held more than 3% of the issued and outstanding shares of a
company continuously for more than one year may require an independent director to institute, on behalf of us, an
action against a director. In addition, one or more stockholders who has/have continuously held 3% or more of the
total number of the outstanding shares of our company for more than one year may require the board of directors to
convene a special stockholders’ meeting by sending a written request to the board of directors.
The ROC Company Act allows stockholders holding 1% or more of the total issued shares of a company
to submit, during the period of time prescribed by us no less than 10 days, one proposal in writing for discussion
at the general meeting of stockholders. It also provides that a company may adopt a nomination procedure for
election of directors. We have adopted a nomination procedure for election of directors as stipulated in our articles
of incorporation which provides that stockholders holding 1% or more of our total issued shares may submit to
us a list of candidates for director, including independent director, along with relevant information and supporting
documents.
Register of Stockholders and Record Dates
Our share registrar, Yuanta Securities Co., Ltd., maintains our register of stockholders at its offices in Taipei,
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:
zz general stockholders’ meeting—60 days;
zz special stockholders’ meeting—30 days; and
zz relevant record date for distribution of dividends or other entitlements—5 days.
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 must be available at our principal office in Taipei, Taiwan for
inspection by the stockholders.
Transfer of Common Shares
Under the current ROC Company Act, a public company, such as our company, may issue individual share
certificates, one master certificate or no certificate at all, to evidence 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
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months after their acquisition.
In addition, under the Republic of China 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:
(1) for transfers of shares to its employees;
(2) for conversion into shares from bonds with warrants, preferred shares with warrants, convertible bonds,
convertible preferred shares or certificates of warrants issued by us; and
(3) for maintaining its credit and its stockholders’ equity, provided that the shares so purchased shall be
cancelled thereafter.
The total shares purchased by us shall not exceed 10% of its total issued and outstanding shares. In addition,
the total amount for purchase of the shares shall not exceed the aggregate amount of the retained earnings, the
premium from shares issues and the realized portion of the capital surplus.
The shares purchased by us pursuant to items (1) and (2) above shall be transferred to the intended transferees
within three 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 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 reporting obligation in above item (i).
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:
zz 0.2% of the outstanding shares of the company in the case of a company with no more than 30 million
outstanding shares;
zz 0.2% of 30 million shares plus 0.1% of the outstanding shares exceeding 30 million shares in the case of a
company with more than 30 million outstanding shares; or
zz in any case, 5% of the average daily trading volume (number of shares) on the TWSE or the Taipei Exchange
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for the ten consecutive trading days preceding the reporting day on which day the director, supervisor,
manager or substantial stockholder or their respective spouse, minor child or nominee reports the intended
share transfer to the Securities and Futures Bureau.
These restrictions do not apply to block trading, auction sale, purchase by auction, after-hour trading and
sales or transfers of our ADSs. However, these restrictions will apply to sales of common shares upon withdrawal.
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:
zz The concept of “qualified foreign institutional investors” no longer exists. Foreign investors are reclassified
as “off-shore foreign institutional investors,” “on-shore foreign institutional investors,” “off-shore general
foreign investors,” and “on-shore general foreign investors” based on whether they are institutions or natural
persons, and whether they have presence in Taiwan.
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zz For foreign investors to invest in Taiwan’s securities market, registration with the TWSE, instead of
the approval of the Securities and Futures Bureau, is required. The TWSE may withdraw or rescind the
registration if the application documents submitted by foreign investors are untrue or incomplete, or if any
material violation of the relevant regulations exists.
zz Off-shore foreign investors may provide the securities they hold as the underlying shares of depositary
receipts and act as selling stockholders in depositary receipts offerings.
zz Off-shore foreign institutional investors are required to appoint their agent or nominee to attend the
stockholders’ meeting of the invested company.
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 restriction. However, a ceiling will be
separately determined by the Securities and Futures Bureau after consultation with the Central Bank of the ROC
(Taiwan) for investment by offshore oversea Chinese and foreign individual investors.
Foreign Investment Approval
Other than:
zz foreign institutional investors;
zz foreign individual investors; and
zz investors in overseas convertible bonds and depositary receipts,
foreign investors who wish to make direct investments in the shares of Taiwan companies may submit a “foreign
investment approval” application to the Investment Commission of the Ministry of Economic Affairs of Taiwan 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 exemption 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.
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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 holders’ tax filing and payment obligations in the ROC. A depositary receipt holder 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:
(i)
stock dividends;
(ii)
free distributions of shares;
(iii) due to the exercise by the depositary receipt holder preemptive rights in the event of capital increases
for cash; or
(iv)
if permitted under the deposit agreement and custody agreement and within the amount of depositary
receipts which have been withdrawn, due to the direct purchase by investors or purchase through
the depositary on the TWSE or the Taipei Exchange (formerly known as Gre Tai Securities Market)
or delivery by investors of the shares for deposit in the depositary receipt facility. In this event, the
total number of depositary receipts outstanding after an issuance cannot exceed the number of issued
depositary receipts previously approved by the Securities and Futures Bureau of the FSC in connection
with the offering plus any ADSs issued pursuant to the events described in (i), (ii) and (iii) above.
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:
zz the proceeds of the sale of common shares represented by ADSs or received as share dividends with respect
to the common shares and deposited into the depositary receipt facility; and
zz any cash dividends or distributions received from the common shares.
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.
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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 a 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 a conversion between New Taiwan dollars and
U.S. dollars or other foreign currencies.
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:
zz an individual who is not a citizen of the ROC, who owns ADSs or common shares and who is not physically
present in Taiwan for 183 days or more during any calendar year; or
zz a corporation or a non-corporate body that is organized under the laws of a jurisdiction other than the ROC
for profit-making purposes and has no fixed place of business or other permanent establishment in Taiwan.
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 20%, 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. However, a 10% ROC unappropriated earnings tax paid by us on
our undistributed after-tax earnings, if any, may provide a credit of up to 10% of the gross amount of any dividends
declared out of such earnings that would reduce the 20% ROC withholding tax imposed on these distributions.
Starting from 2015, the allowed tax credit is adjusted to 50% of the unappropriated earnings tax paid by us.
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 enterprise 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
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 20%, 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, 2013, capital gains on the sale of common shares, including common shares withdrawn from the ADS facility,
received by a Non-Resident Individual is subject to the capital gain tax at a flat rate of 15%. A Non-Resident Entity
is exempted from income tax for its capital gains from sale of common shares, including common shares withdrawn
from the ADS facility, and is further exempted from Alternative Minimum Tax, or the AMT.
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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. A Non-Resident Individual is subject to
income tax at a flat rate of 15% for such capital gains. A Non-Resident Entity is exempted from income tax for such
capital gains and is further exempted from the AMT. 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.
Subject to compliance with ROC law, we, at our sole discretion, can determine whether statutory preemptive
rights shall be evidenced by issuance of securities.
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 the ADSs will be regarded as property located in Taiwan under ROC
estate and gift tax laws. Starting from January 21, 2009, the estate tax and gift tax rates were reduced to 10%.
Tax Treaty
The ROC does not have an income tax treaty with the United States. On the other hand, the ROC has
income tax treaties with Indonesia, Israel, Singapore, South Africa, Australia, Vietnam, New Zealand, Malaysia,
Macedonia, Swaziland, the Netherlands, United Kingdom, Gambia, Senegal, Sweden, Belgium, Denmark, Paraguay,
Hungary, France, India, Slovakia, Germany, Thailand, Switzerland, Luxembourg, Kiribati and Austria, 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.
Unappropriated Earnings Tax
Under the ROC Income Tax Laws, a 10% unappropriated earnings tax will be imposed on a company for its
after-tax earnings generated after January 1, 1998 which are not distributed in the following year. The unappropriated
earnings tax so paid will further reduce the retained earnings available for future distribution. When the company
declares dividends out of those retained earnings, up to a maximum amount of 10% of the declared dividends may
be credited against the 20% withholding tax imposed on the non-resident holders of its shares.
U.S. Federal Income Tax Considerations for U.S. Holders
The following is a summary of certain U.S. federal income tax consequences of the ownership and disposition
of our shares and ADSs as of the date hereof. The discussion set forth below is applicable to beneficial owners of
our shares or ADSs that hold the shares or ADSs as capital assets and that are U.S. holders and non-residents of the
ROC. You are a U.S. holder if you are:
zz an individual who is a citizen or resident of the United States;
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zz a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or
organized in or under the laws of the United States, any state thereof or the District of Columbia;
zz an estate the income of which is subject to U.S. federal income taxation regardless of its source;
zz a trust that is subject to the primary supervision of a court within the United States and one or more U.S.
persons have the authority to control all substantial decisions of the trust; or
zz a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S.
person.
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 is also based in part
on representations made by the depositary and 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). 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:
zz a dealer in securities or currencies;
zz a trader in securities if you elect to use a mark-to-market method of accounting for your securities holdings;
zz a financial institution or an insurance company;
zz a regulated investment company;
zz a real estate investment trust;
zz a tax-exempt organization;
zz a person liable for alternative minimum tax;
zz a person holding shares or ADSs as part of a hedging, integrated or conversion transaction, constructive sale
or straddle;
zz a person owning, actually or constructively, 10% or more of our voting stock;
zz a partnership or other pass-through entity for U.S. federal income tax purposes; or
zz a person whose “functional currency” is not the U.S. dollar.
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 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 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 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.
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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 net 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 and 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 allowed to corporations under the Code
with respect to distributions you receive from us.
With respect to U.S. holders who are individuals, certain dividends received from a foreign corporation, on
shares, or ADSs backed by such shares, that are readily tradable on an established securities market in the United
States may be subject to reduced rates of taxation, provided further that the foreign corporation was not, in the year
prior to the year in which the dividends are paid, and is not, in the year in which the dividends are paid, a passive
foreign investment company (see “Passive Foreign Investment Company” below). Under current U.S. Treasury
Department guidance, our ADSs, which are listed on the New York Stock Exchange, but not our shares, are treated
as readily tradable on an established securities market in the United States. Thus, we do not believe that dividends
that we pay on our shares that are not backed by ADSs currently meet the conditions required for these reduced
tax rates. There can be no assurance that our ADSs will continue to be readily tradable on an established securities
market in later years, or that our shares will be readily tradable on an established securities market in any given year.
Individuals that do not meet a minimum holding period requirement during which they are not protected from the
risk of loss, or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the
Code, will not be eligible for the reduced rates of taxation regardless of the trading status of our shares or ADSs.
In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related
payments with respect to positions in substantially similar or related property. This disallowance applies even if the
minimum holding period has been met. 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 ordinary income or loss from sources within the United States for foreign tax credit
limitation purposes.
Subject to certain conditions and limitations under the Code, you may be entitled to a credit or deduction
against your U.S. federal income taxes for the net amount of any ROC taxes that are withheld from dividend
distributions made to you. In determining the amounts withheld in respect of ROC taxes, any reduction of the
amount withheld on account of a ROC credit in respect of the 10% unappropriated earnings tax imposed on us is
not considered a withholding tax and will not be treated as distributed to you or creditable by you against your U.S.
federal income tax. 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 United States. Further, a U.S.
holder that:
zz has held shares or ADSs for less than a specified minimum period during which it is not protected from risk
of loss, or
zz is obligated to make payments related to the dividends,
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may not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on shares or ADSs. The rules
governing the foreign tax credit are complex. We therefore urge you to consult your tax advisor regarding the
availability of the foreign tax credit 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 treated 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.
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 the foreign tax credit associated with 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. For foreign tax credit limitation purposes, such gain
or loss will generally be treated as U.S. source gain or loss. Consequently, you may not be able to use the foreign
tax credit arising from any ROC tax imposed on the disposition of shares or ADSs unless such credit can be applied
(subject to applicable limitations) against tax due on other income treated as derived from foreign sources. If you are
an individual or other non-corporate holder and have held the shares or ADSs being sold or otherwise disposed for
more than one year, your gain recognized will be eligible for reduced rates of taxation. Your ability to deduct capital
losses is subject to limitations.
Any ROC securities transaction taxes that you pay generally will not be creditable foreign taxes for U.S.
federal income tax purposes, but you may be able to deduct such taxes, subject to certain limitations under the Code.
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, 2014, and we do not expect to become one 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 redemption of our shares or ADSs that are paid to you within the United States (and
in certain cases, outside the United States), unless 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 or certification
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of other exempt status or fail to report in full dividend and interest income.
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 furnished to the Internal Revenue Service.
Information Return under Section 6045B of the Internal Revenue Code
Section 6045B of the Code imposes certain reporting requirements on us with respect to any organizational
action that affects the basis of our shares or ADSs, such as the capital reduction plan described in Item 9 under “A.
Offer and Listing Details”. We intend to comply with the requirements by making available on our website IRS
Form 8937, “Report of Organizational Actions Affecting Basis of Securities”, with respect to such capital reduction
plan and any other such organizational action.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
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 web site.
I. Subsidiary Information
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.
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For our non-fixed interest rate loans, the interest rates will change in accordance with the fixed 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, 2014 would have increased or decreased by NT$6.3 million (US$0.2 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, 2014, our cash
and cash equivalents amounted to NT$23.6 billion (US$0.7 billion). Interest income from our cash deposits in banks
accounts for only a very small percentage of our total revenue. Therefore, we believe our exposure to interest rate
risk is immaterial.
Foreign Currency Risk
We are exposed to foreign currency risk as a result of (i) our foreign currency and derivative trading activities;
(ii) our telecommunications equipment being sourced from overseas suppliers; (iii) our international settlement
payments associated with our services for international calls and roaming traffic; and (iv) securities denominated in
foreign currencies.
We entered into currency swap and forward exchange contracts to reduce our exposure to foreign currency
risk due to fluctuations in exchange rates. We had no outstanding currency swap contracts as of December 31, 2014.
Outstanding forward exchange contracts on December 31, 2014 were as follows:
FX Instrument
Forward exchange contracts-Buy
Forward exchange contracts-Buy
Currencies
Involved
NT$/US$
EUR$/NT$
Maturity Period
January 2015
March 2015
Contract Amount
NT$219 million/US$7 million
EUR$2 million/NT$91 million
Note 38 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 our available-for-sale equity securities, including publicly-
traded equities, and we manage our equity investment portfolio in accordance with our internal policies and
procedures.
The table below presents the carrying amount and unrealized gain or loss for our available-for-sale equity
securities traded in an active market and with quoted market price as of December 31, 2014.
Available-for-sale equity securities
Domestic listed stocks and emerging stocks
$
3,914
$
936
$
16
Carrying Amount
NT$
Unrealized Gain
NT$
(in millions)
Unrealized Loss
NT$
The total value of our listed available-for-sale equity portfolio amounted to NT$3.9 billion (US$123.9
million) as of December 31, 2014, which increased approximately 27% compared with the total value of our
listed equity portfolio as of December 31, 2013. This increase was mainly due to the increasing price of the equity
securities we held. Compared to a net unrealized loss of NT$131 million on our equity portfolio at the end of 2013,
we recognized a net unrealized gain of NT$920 million (US$29.1 million) on our equity portfolio as of December
31, 2014. The net unrealized gain was mainly due to the increasing price of the equity securities mentioned above.
For the year ended December 31, 2014, we did not recognize any other-than-temporary impairment losses
for listed stocks and we recognized an impairment loss of NT$23 million (US$0.7 million) for non-listed stock. The
value of our equity holdings fluctuates depending on the market conditions. Assuming an increase or decrease of
5% in the equity prices, our comprehensive income for the year ended December 31, 2014 would have increased or
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decreased by NT$196 million (US$6.2 million). 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.
Other Market Risk
We have made investments in corporate bonds and bank debentures issued by domestic public companies
with strong industry leadership and solid profits. Industries in which we have invested include materials, financials,
utilities, technology, and so on. As of December 31, 2014, total value of our investments in corporate bonds and bank
debentures amounted to NT$7.5 billion (US$236.9 million), all of which were classified as held-to-maturity financial
assets. The fair value of these corporate bonds and bank debentures is valued using market-based observable inputs
including duration, yield rate and credit rating, which are subject to fluctuation based on many factors such as
prevailing market conditions. However, we do not expect the gains and losses in the values of these investments 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
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
Issuance of ADSs
Cancellation of ADSs
Distribution of cash dividends or other cash distributions
Distribution of ADSs pursuant to stock dividends, free stock distributions or
exercises of rights
Distribution of securities other than ADSs or rights to purchase additional ADSs
Fees
Up to US$5.00 per 100 ADS issued
Up to US$5.00 per 100 ADS cancelled
Up to US$2.00 per 100 ADS held
Up to US$5.00 per 100 ADS held
Up to US$5.00 per 100 ADS held
Depositary Charges
In addition, an ADS holder shall be responsible for the following charges:
zz taxes (including applicable interest and penalties) and other governmental charges;
zz such registration fees as may from time to time be in effect for the registration of common shares or other
deposited securities on the share register and applicable to transfers of common shares or other deposited
securities to or from the name of the custodian, the depositary or any nominees upon the making of deposits
and withdrawals, respectively;
zz such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the deposit
agreement to be at the expense of ADS holders and beneficial owners of ADSs;
zz the expenses and charges incurred by the depositary in the conversion of foreign currency; and
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zz the fees and expenses incurred by the depositary, the custodian or any nominee in connection with the
servicing or delivery of deposited securities.
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.
The fees and charges ADS holders may be required to pay may vary over time and may be changed by us and
by the depositary. ADS holders will receive prior notice of such changes.
Payments by Depositary
In 2014, we received US$1.1 million net payments (after deducting the 30% U.S. withholding tax) from
JPMorgan Chase Bank, N.A., the Depositary Bank for our American Depository Receipt, or ADR, program. The
payments were intended to cover certain of our expenses incurred in relation to the ADR program for the year,
including:
zz investor relations efforts;
zz legal fees, NYSE listing fees, proxy process expenses, and SEC filing fees;
zz Sarbanes-Oxley and accounting related expenses in connection with ongoing SEC compliance and listing
requirements; and
zz other ADR program-related expenses.
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117
ITEM 13. DEFAULTS, DIVIDEND
ARREARAGES AND
DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS
TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS
ITEM 15. CONTROLS AND PROCEDURES
ITEM 16A. AUDIT COMMITTEE FINANCIAL
EXPERT
ITEM 16B. CODE OF ETHICS
ITEM 16C. PRINCIPAL ACCOUNTANT FEES
AND SERVICES
ITEM 16D. EXEMPTIONS FROM THE
LISTING STANDARDS FOR AUDIT
COMMITTEES
ITEM 16E. PURCHASES OF EQUITY
SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS
ITEM 16F. CHANGE IN REGISTRANT’S
CERTIFYING ACCOUNTANT
ITEM 16G. CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
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030102 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, 2014
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, 2014 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 audited our consolidated
financial statements as of and for the year ended December 31, 2014, 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).
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030102 Attestation Report of the Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Chunghwa Telecom Co., Ltd.
We have audited the internal control over financial reporting of Chunghwa Telecom Co., Ltd. and subsidiaries
(the “Company”) as of December 31, 2014, based on criteria established in Internal Control ― Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). 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.
A company’s internal control over financial reporting is a process designed by, or under the supervision of,
the company’s principal executive and principal financial officers, or persons performing similar functions, and
effected by the company’s board of directors, management, and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board (IASB) (“IFRSs”). 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 financial statements in accordance with IFRSs, 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 financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility
of collusion or improper management override of controls, material misstatements due to error or fraud may not
be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2014, based on the criteria established in Internal Control － Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements as of and for the year ended December 31, 2014 of the
Company and our report dated April 28, 2015 expressed an unqualified opinion on those financial statements and
included explanatory paragraph regarding the convenience translation of New Taiwan dollar amounts into U.S.
dollar amounts.
/s/ DELOITTE & TOUCHE
Deloitte & Touche
Taipei, Taiwan
The Republic of China
April 28, 2015
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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, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Chung-Fern Wu is our audit committee financial expert and independent director. See “Item 6. Directors,
Senior Management and Employees—C. Board Practices.”
The SEC has indicated that the designation of Dr. Wu as the audit committee financial expert does not: (i)
make Dr. Wu an “expert” 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 Dr. Wu that
are greater than those imposed on her as a member 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 applies
to our directors, managers and employees, including our chief executive officer and chief financial officer. We have
posted a copy of our Code of Ethics and Ethical Corporate Management Best Practice Principles on our website at
http://www.cht.com.tw/en/aboutus/companyrules.html
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, our principal accountant for the years indicated. We did not
pay any other fees to Deloitte & Touche during the periods indicated below.
Audit fees(1)
Audit-related fees(2)
Tax fees(3)
All other fees(4)
Year Ended December 31
2014
2013
NT$ 57.9
—
—
5.5
(in millions)
NT$ 60.2
—
—
1.2
US$ 1.9
—
—
—
(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. The amount for
the years ended December 31, 2013 and 2014 mainly consisted of professional services rendered by the Deloitte
& Touche for consultation of the Personal Information Protection Act.
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All audit and non-audit services provided by Deloitte & Touche were pre-approved by our audit committee
according to the revised Rule 2-01(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.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
As a ROC company listed on the New York Stock Exchange, or 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
one-fifth of the board of directors. We currently have five independent directors on our thirteen-member board of
directors. We follow the standards regulated under 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
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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 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 supervisors. As a result, our new audit committee started from the date of the annual general meeting on
June 25, 2013. See “Item 6. Directors, Senior Management and Employees—C. Board Practices.” As a result, 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.
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 system; the stockholders shall elect the directors from among the nominees listed in the roster
of director candidates. Stockholders holding stock over 1% are entitled to nominate candidates of directors in written
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/GTSM Listed Companies promulgated by the TWSE, or Best Practice Principles, and we provide an
explanation of differences between our practice and the principles, if any, in our ROC annual report.
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. The Article 14-6 of 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
123
adopted Code of Ethics which applies to our directors, managers and employees, and Ethical Corporate Management
Best Practice Principles that applies to our directors, managers, employees and persons having substantial control
over us. We have filed Code of Ethics and Ethical Corporate Management Best Practice Principles as an exhibit 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, stockholders’ approval is required for the
distribution of employee bonuses and any issuances of restricted stock to employees, while 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 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 operation
of our company.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
124
125
ITEM 17. FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
126
020103 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.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2013 and 2014
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2013 and 2014
Consolidated Statements of Changes in Equity for the years ended December 31, 2012, 2013 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2013 and 2014
Notes to Consolidated Financial Statements
ITEM 19. EXHIBITS
Page
F-1
F-3
F-4
F-6
F-7
F-11
Exhibit
Number
1.1
Description of Exhibits
Statute of Chunghwa Telecom Co., Ltd., as last amended on November 29, 2000, which was subsequently
abolished by the President of the ROC on December 24, 2014 (English translation) (incorporated
by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2003 (File No. 001-31731) filed with the Commission on May 17, 2004).
1.2* Articles of incorporation of Chunghwa Telecom Co., Ltd. (English translation), as last amended by
Annual General Meeting on June 24, 2014.
2.1
Form of Amended and Restated Deposit Agreement dated as of November 2007 among Chunghwa
Telecom Co. Ltd., JPMorgan Chase Bank, N.A., as depositary, and all holders from time to time of ADRs
issued thereunder, including the Form of American Depositary Receipt (incorporated by reference to
Exhibit (a) to the Registrant’s Registration Statement on Form F-6 (File No. 333-147321) filed with the
Commission on November 13, 2007).
8.1* List of Subsidiaries.
11.1
11.2
Code of Ethics as approved by the board of directors on August 13, 2013 (English translation)
(incorporated by reference to Exhibit 11.1 to the Registrant’s Annual Report on Form 20-F for the fiscal
year ended December 31, 2013 (File No. 001-31731) filed with the Commission on April 28, 2014).
Ethical Corporate Management Best Practice Principles as approved by the board of directors on August
13, 2013 (English translation) (incorporated by reference to Exhibit 11.2 to the Registrant’s Annual
Report on Form 20-F for the fiscal year ended December 31, 2013 (File No. 001-31731) filed with the
Commission on April 28, 2014).
12.1* Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2* Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1* Certification of our Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2* Certification of our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Filed herewith.
127
020103
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.
SIGNATURES
CHUNGHWA TELECOM CO., LTD.
By:
Name:
Lih-Shyng Tsai
Title:
Chairman and Chief Executive Officer
Date: April 28, 2015
128
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Chunghwa Telecom Co., Ltd.
We have audited the accompanying consolidated balance sheets of Chunghwa Telecom Co., Ltd. and subsidiaries
(the “Company”) as of December 31, 2013 and 2014, and 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, 2014, all
expressed in New Taiwan dollars. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). 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. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of
Chunghwa Telecom Co., Ltd. and subsidiaries as of December 31, 2013 and 2014, and the results of their operations
and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with
International Financial Reporting Standards as issued by the International Accounting Standard Board (“IASB”).
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 the readers.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the Company’s internal control over financial reporting as of December 31, 2014, based on the criteria
established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission and our report dated April 28, 2015 expressed an unqualified opinion on the
Company’s internal control over financial reporting.
Deloitte & Touche
Taipei, Taiwan
The Republic of China
April 28, 2015
F-1
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2013 AND 2014
(In Millions of New Taiwan or U.S. Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit or loss
Available-for-sale financial assets
Held-to-maturity financial assets
Trade notes and accounts receivable, net
Accounts receivable from related parties
Inventories
Prepayments
Other current monetary assets
Other current assets
Notes
3, 7
3, 8
3, 9
3, 10
3, 4, 11
40
3, 4, 12, 41
13, 40
14, 28
20, 32
2013
NT$
$ 14,585
-
24
4,264
22,901
69
7,848
2,224
4,636
3,962
2014
NT$
US$ (Note 6)
LIABILITIES AND EQUITY
2013
NT$
2014
NT$
US$ (Note 6)
$ 23,560
1
-
3,457
26,228
81
7,097
2,444
3,325
3,219
$
746
-
-
109
830
3
225
77
105
102
Total current assets
60,513
69,412
2,197
NONCURRENT ASSETS
Available-for-sale financial assets
Held-to-maturity financial assets
Investments accounted for using equity method
Property, plant and equipment
Investment properties
Intangible assets
Deferred income tax assets
Prepayments
Other noncurrent assets
3, 9
3, 10
3, 16
3, 4, 17, 40, 41
3, 4, 18
3, 4, 19
3, 32
13, 40
20, 28, 41
5,470
7,502
2,359
302,714
8,018
44,399
1,506
3,608
4,883
6,281
4,028
2,750
302,650
7,621
42,825
1,826
3,504
5,601
199
127
87
9,578
241
1,355
58
111
177
Total noncurrent assets
380,459
377,086
11,933
CURRENT LIABILITIES
Short-term loans
Financial liabilities at fair value through profit or loss
$
254
$
564
$
Hedging derivative liabilities
Trade notes and accounts payable
Payables to related parties
Current tax liabilities
Other payables
Provisions
Advance receipts
Current portion of long-term loans
Other current liabilities
Total current liabilities
NONCURRENT LIABILITIES
Long-term loans
Deferred income tax liabilities
Provisions
Customers’ deposits
Accrued pension liabilities
Deferred revenue
Other noncurrent liabilities
Total noncurrent liabilities
Total liabilities
THE PARENT
Common stock
Additional paid-in capital
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other adjustments
EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF
Notes
22
3, 8
3, 21
24
40
3, 32
25
3, 26
27
23, 41
23, 41
3, 32
3, 26
40
3, 4, 28
-
-
15,589
557
6,171
26,792
129
9,464
300
1,599
60,855
1,400
101
123
4,835
5,482
3,701
1,335
16,977
77,832
77,574
163,294
74,819
2,676
40,075
117,570
(144 )
-
-
18,519
408
6,982
24,335
179
9,913
-
1,619
62,519
1,900
132
93
4,759
6,470
3,398
1,515
18,267
80,786
77,574
146,720
76,893
2,820
55,895
135,608
886
18
-
-
586
13
221
770
6
314
-
51
60
4
3
151
205
107
48
578
1,979
2,557
2,455
4,643
2,433
89
1,769
4,291
28
Total equity attributable to stockholders of the parent
15, 29
358,294
360,788
11,417
NONCONTROLLING INTERESTS
15, 29
4,846
4,924
156
Total equity
363,140
365,712
11,573
TOTAL
$ 440,972
$ 446,498
$ 14,130
TOTAL
$ 440,972
$ 446,498
$
14,130
F-2
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2013 AND 2014
(In Millions of New Taiwan or U.S. Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit or loss
Available-for-sale financial assets
Held-to-maturity financial assets
Trade notes and accounts receivable, net
Accounts receivable from related parties
Inventories
Prepayments
Other current monetary assets
Other current assets
NONCURRENT ASSETS
Available-for-sale financial assets
Held-to-maturity financial assets
Investment properties
Intangible assets
Deferred income tax assets
Prepayments
Other noncurrent assets
Notes
3, 7
3, 8
3, 9
3, 10
3, 4, 11
40
13, 40
14, 28
20, 32
3, 4, 12, 41
3, 9
3, 10
3, 16
3, 4, 18
3, 4, 19
3, 32
13, 40
20, 28, 41
2013
NT$
-
24
4,264
22,901
69
7,848
2,224
4,636
3,962
5,470
7,502
2,359
8,018
44,399
1,506
3,608
4,883
Investments accounted for using equity method
Property, plant and equipment
3, 4, 17, 40, 41
302,714
$ 14,585
$ 23,560
$
746
1
-
3,457
26,228
81
7,097
2,444
3,325
3,219
6,281
4,028
2,750
302,650
7,621
42,825
1,826
3,504
5,601
-
-
109
830
3
225
77
105
102
199
127
87
9,578
241
1,355
58
111
177
Total current assets
60,513
69,412
2,197
Total noncurrent assets
380,459
377,086
11,933
2014
NT$
US$ (Note 6)
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans
Financial liabilities at fair value through profit or loss
Hedging derivative liabilities
Trade notes and accounts payable
Payables to related parties
Current tax liabilities
Other payables
Provisions
Advance receipts
Current portion of long-term loans
Other current liabilities
Total current liabilities
NONCURRENT LIABILITIES
Long-term loans
Deferred income tax liabilities
Provisions
Customers’ deposits
Accrued pension liabilities
Deferred revenue
Other noncurrent liabilities
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF
THE PARENT
Common stock
Additional paid-in capital
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other adjustments
Notes
22
3, 8
3, 21
24
40
3, 32
25
3, 26
27
23, 41
23, 41
3, 32
3, 26
40
3, 4, 28
2013
NT$
2014
NT$
US$ (Note 6)
$
254
-
-
15,589
557
6,171
26,792
129
9,464
300
1,599
60,855
1,400
101
123
4,835
5,482
3,701
1,335
16,977
77,832
77,574
163,294
74,819
2,676
40,075
117,570
(144 )
$
564
-
-
18,519
408
6,982
24,335
179
9,913
-
1,619
62,519
1,900
132
93
4,759
6,470
3,398
1,515
18,267
80,786
77,574
146,720
76,893
2,820
55,895
135,608
886
$
18
-
-
586
13
221
770
6
314
-
51
1,979
60
4
3
151
205
107
48
578
2,557
2,455
4,643
2,433
89
1,769
4,291
28
TOTAL
$ 440,972
$ 446,498
$ 14,130
TOTAL
$ 440,972
$ 446,498
$
14,130
The accompanying notes are an integral part of the consolidated financial statements.
F-3
Total equity attributable to stockholders of the parent
15, 29
358,294
360,788
11,417
NONCONTROLLING INTERESTS
15, 29
4,846
4,924
156
Total equity
363,140
365,712
11,573
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014
(In Millions of New Taiwan or U.S. Dollars, Except Earnings Per Share That Are in New Taiwan or U.S. Dollars)
Notes
2012
NT$
2013
NT$
2014
NT$
US$ (Note 6)
REVENUES
30, 40
$ 221,420
$ 227,981
$ 226,609
$ 7,171
OPERATING COSTS
12, 40
141,513
147,289
148,380
GROSS PROFIT
79,907
80,692
78,229
OPERATING EXPENSES
Marketing
General and administrative
Research and development
Total operating expenses
OTHER INCOME AND EXPENSES
40
31
22,208
4,021
3,698
25,164
4,190
3,726
26,145
4,414
3,504
29,927
33,080
34,063
(1,569 )
59
631
INCOME FROM OPERATIONS
48,411
47,671
44,797
NON-OPERATING INCOME AND
EXPENSES
Interest income
Other income
Other gains and losses
Interest expense
Share of the profit of associates and joint
ventures accounted for using equity
method
Total non-operating income and
expenses
31, 40
31, 40
742
441
(139 )
(22 )
563
356
(124 )
(36 )
16
520
666
288
587
124
(46 )
802
1,542
1,425
1,755
INCOME BEFORE INCOME TAX
49,953
49,096
46,552
INCOME TAX EXPENSE
3, 32
7,336
6,478
8,985
NET INCOME
42,617
42,618
37,567
OTHER COMPREHENSIVE INCOME
(LOSS)
Items that will not be reclassified to profit
or loss:
Remeasurements of defined benefit
pension plans
Share of remeasurements of defined
benefit pension plans of associates
Income tax relating to items that will
not be reclassified
32
Items that may be reclassified
subsequently to profit or loss:
Exchange differences arising from the
translation of the foreign operations
Share of exchange differences arising
from the translation of the foreign
operations of associates
(1,539 )
(18 )
265
(1,292 )
(58 )
(8 )
(617 )
(39 )
105
(551 )
129
4
(492 )
1
84
(407 )
164
4
4,696
2,475
827
140
111
1,078
20
1,417
9
19
4
(1 )
25
56
1,473
284
1,189
(16 )
-
3
(13 )
5
-
F-4
(Continued)
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014
(In Millions of New Taiwan or U.S. Dollars, Except Earnings Per Share That Are in New Taiwan or U.S. Dollars)
Notes
2012
NT$
2013
NT$
2014
NT$
US$ (Note 6)
Unrealized loss on cash flow hedges
Unrealized gain (loss) on available-for-
sale financial assets
Income tax relating to items that may
be reclassified subsequently
32
$
-
-
$
-
$
-
$
192
126
(392 )
(6 )
(265 )
878
3
1,049
-
Total other comprehensive income
(loss), net of income tax
(1,166 )
(816 )
642
-
28
33
20
TOTAL COMPREHENSIVE INCOME
$ 41,451
$ 41,802
$ 38,209
$
1,209
NET INCOME ATTRIBUTABLE TO
Stockholders of the parent
Noncontrolling interests
COMPREHENSIVE INCOME
ATTRIBUTABLE TO
Stockholders of the parent
Noncontrolling interests
$ 41,492
1,125
$ 41,494
1,124
$ 36,970
597
$
1,170
19
$ 42,617
$ 42,618
$ 37,567
$
1,189
$ 40,350
1,101
$ 40,636
1,166
$ 37,594
615
$
1,190
19
$ 41,451
$ 41,802
$ 38,209
$
1,209
EARNINGS PER SHARE
Basic
Diluted
EARNINGS PER EQUIVALENT ADS
Basic
Diluted
33
33
$
$
$
$
5.35
5.33
53.49
53.34
$
$
$
$
5.35
5.34
53.49
53.40
$
$
$
$
4.77
4.76
47.66
47.58
The accompanying notes are an integral part of the consolidated financial statements.
$
$
$
$
0.15
0.15
1.51
1.51
(Concluded)
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F-7
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014
(In Millions of New Taiwan or U.S. Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments to reconcile income before income tax to
$ 49,953
$ 49,096
$ 46,552
$ 1,473
2012
NT$
2013
NT$
2014
NT$
US$ (Note 6)
net cash provided by operating activities:
Depreciation
Amortization
Provision for (reversal of) doubtful accounts
Interest expenses
Interest income
Dividend income
Compensation cost of employee share options
Share of the profit of associates and joint venture
accounted for using equity method
Impairment loss on available-for-sale financial
assets
Provision for inventory and obsolescence
Impairment loss on property, plant and equipment
Impairment loss on (reversal of) investment
properties
Impairment loss on intangible assets
Gain on disposal of financial instruments
Loss (gain) on disposal of property, plant and
equipment
Gain on disposal of investment properties
Loss (gain) on disposal of investments accounted
for using equity method
Valuation loss (gain) on financial instruments at fair
value through profit or loss, net
Loss (gain) on foreign exchange
Changes in operating assets and liabilities:
Decrease (increase) in:
Financial assets held for trading
Trade notes and accounts receivable
Receivables from related parties
Inventories
Other current monetary assets
Prepayment
Other current assets
Increase (decrease) in:
Trade notes and accounts payable
Payables to related parties
Other payables
Provisions
Advance receipts
Other current liabilities
Deferred revenue
Accrued pension liabilities
Cash generated from operations
Interest paid
Income tax paid
31,037
1,123
(1,451 )
22
(742 )
(21 )
-
30,954
1,238
253
36
(563 )
(79 )
70
31,896
2,218
326
46
(288 )
(78 )
93
(520 )
(666 )
(802 )
203
113
301
1,261
5
(113 )
2
-
-
1
(18 )
74
(509 )
(10 )
(2,487 )
(118 )
(104 )
(1,518 )
(804 )
49
(263 )
84
(1,308 )
(383 )
(49 )
88
73,898
(29 )
(8,213 )
66
203
254
(246 )
18
(76 )
(85 )
-
(13 )
1
19
9
1,219
(25 )
(855 )
(1 )
(287 )
590
2,076
(280 )
447
(14 )
(730 )
88
(138 )
289
82,868
(36 )
(7,544 )
23
288
-
-
-
(46 )
(26 )
(605 )
7
(1 )
(164 )
-
(3,617 )
(12 )
463
1,268
(116 )
741
2,972
(149 )
(1,868 )
20
449
13
(303 )
494
79,794
(43 )
(8,373 )
Net cash provided by operating activities
65,656
75,288
71,378
1,009
70
10
1
(9 )
(2 )
3
(25 )
1
9
-
-
-
(1 )
(1 )
(19 )
-
-
(5 )
-
(115 )
-
15
40
(4 )
24
94
(5 )
(59 )
1
14
-
(10 )
16
2,525
(1 )
(265 )
2,259
F-8
(Continued)
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014
(In Millions of New Taiwan or U.S. Dollars)
2012
NT$
2013
NT$
2014
NT$
US$ (Note 6)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition designated financial assets at fair value
through profit or loss
$
(30 )
$ -
$ -
$ -
Proceeds from disposal of designated financial assets
at fair value through profit or loss
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial
assets
57
(4,502 )
1,824
-
(1,822 )
3,989
Acquisition of time deposits and negotiable certificate
of deposit with maturities of more than three months
(32,934 )
(18,199 )
Proceeds from disposal of time deposits and negotiable
certificate of deposit with maturities of more than
three months
Acquisition of held-to-maturity financial assets
Proceeds from disposal of held-to-maturity financial
assets
Capital reduction of available-for-sale financial assets
Proceeds from disposal of hedging derivative assets
Derecognition of hedging derivative liabilities
Acquisition of investments accounted for using equity
method
Proceeds from disposal of investments accounted for
using equity method
Capital reduction of investments accounted for using
equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Proceeds from disposal of investment properties
Acquisition of intangible assets
Increase in noncurrent assets
Interest received
Cash dividends received
51,653
(3,865 )
37,928
-
2,451
35
-
-
(26 )
-
65
(33,280 )
33
-
(632 )
(624 )
853
315
4,236
36
15
(108 )
(90 )
24
16
(36,382 )
205
-
(39,872 )
(291 )
672
475
-
(59 )
85
(411 )
471
-
4,258
84
-
-
(252 )
-
-
(2 )
3
(13 )
15
-
135
3
-
-
(8 )
-
-
(32,559 )
-
(1,031 )
150
1,215
(644 )
(719 )
340
667
5
38
(20 )
(23 )
11
21
Net cash used in investing activities
(18,607 )
(49,168 )
(27,374 )
(866 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term loans
Repayment of short-term loans
Proceeds from long-term loans
Repayment of long-term loans
Increase in repurchase agreement collateralized by
bonds
Decrease in repurchase agreement collateralized by
bonds
Increase (decrease) in customers’ deposits
Increase in other liabilities
Cash dividends and cash distributed from additional
paid-in capital
Proceeds from exercise of employee stock option
granted by subsidiaries
Dividends paid to noncontrolling interests
Other change in noncontrolling interests
857
(821 )
400
(102 )
-
-
63
447
1,399
(1,256 )
-
(358 )
895
(585 )
348
(148 )
2,925
13,000
(2,925 )
(50 )
22
(13,000 )
(69 )
181
28
(19 )
11
(5 )
411
(411 )
(2 )
6
(42,362 )
(41,502 )
(35,103 )
(1,111 )
43
(893 )
(102 )
50
(811 )
42
-
(797 )
162
-
(25 )
5
Net cash used in financing activities
(42,470 )
(42,464 )
(35,116 )
(1,112 )
(Continued)
F-9
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014
(In Millions of New Taiwan or U.S. Dollars)
2012
NT$
2013
NT$
2014
NT$
US$ (Note 6)
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS
$
(48 )
$
(9 )
$
87
$
3
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
4,531
(16,353 )
8,975
CASH AND CASH EQUIVALENTS, BEGINNING OF
THE YEAR
26,407
30,938
14,585
284
462
CASH AND CASH EQUIVALENTS, END OF THE
YEAR
$ 30,938
$ 14,585
$ 23,560
$
746
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
F-10
CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Millions of New Taiwan, Unless Stated Otherwise)
1. GENERAL
Chunghwa Telecom Co., Ltd. (“Chunghwa”) was incorporated on July 1, 1996 in the Republic of China
(“ROC”) pursuant to the Article 30 of the Telecommunications Act. 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.
As the dominant telecommunications service provider of domestic and international fixed-line, Global System
for Mobile Communications (“GSM”), and Third Generation (“3G”) in the ROC, Chunghwa is subject to
industry-specific regulations imposed by the ROC.
Effective August 12, 2005, the MOTC completed the process of privatizing Chunghwa by reducing the
government ownership to below 50% in various stages. In July 2000, Chunghwa received approval from
the Securities and Futures Commission (the “SFC”) for a domestic initial public offering and its common
stocks were listed and traded on the Taiwan Stock Exchange (the “TWSE”) on October 27, 2000. Certain of
Chunghwa’s common stocks were sold, in connection with the foregoing privatization plan, in domestic public
offerings at various dates from August 2000 to July 2003. Certain of Chunghwa’s common stocks were also
sold in an international offering of securities in the form of American Depository Shares (“ADS”) on July 17,
2003 and were listed and traded on the New York Stock Exchange (the “NYSE”). The MOTC sold common
stocks of Chunghwa by auction in the ROC on August 9, 2005 and completed the second international offering
on August 10, 2005. Upon completion of the share transfers associated with these offerings on August 12,
2005, the MOTC owned less than 50% of the outstanding shares of Chunghwa and completed the privatization
plan.
Chunghwa together with its subsidiaries are hereinafter referred to collectively as “the Company”.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved and authorized for issue by the management on April 28,
2015.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
The consolidated financial statements have been prepared in conformity with International Financial Reporting
Standards as issued by the International Accounting Standard Board (collectively, “IFRSs”).
F-11
Basis of Preparation
The consolidated financial statements have been prepared on the historical cost basis except for certain
financial instruments that are measured at revalued amounts or fair values, as explained in the accounting
policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for assets.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability,
the Company takes into account the characteristics of the asset or liability if market participants would take
those characteristics into account when pricing the asset or liability at the measurement date. Fair value for
measurement and/or disclosure purposes in these consolidated financial statements is determined on such a
basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions
that are within the scope of IAS 17, and measurements that have some similarities to fair value but are not fair
value, such as net realizable value in IAS 2 or value in use in IAS 36.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based
on the degree to which the inputs to the fair value measurements are observable and the significance of the
inputs to the fair value measurement in its entirety, which are described as follows:
zz Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
entity can access at the measurement date;
zz Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset
or liability, either directly or indirectly; and
zz Level 3 inputs are unobservable inputs for the asset or liability.
Current and Noncurrent Assets and Liabilities
Current assets include:
a. Assets held primarily for the purpose of trading;
b. Assets expected to be realized within twelve months after the reporting period; and
c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability
for at least twelve months after the reporting period.
Current liabilities include:
a. Liabilities held primarily for the purpose of trading;
b. Liabilities due to be settled within twelve months after the reporting period; and
c. Liabilities for which the Company does not have an unconditional right to defer settlement for at least
twelve months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
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.
F-12
Basis of Consolidation
a. The basis for the consolidated financial statements
The consolidated financial statements incorporate the financial statements of Chunghwa and entities
controlled by Chunghwa (its subsidiaries). Control is achieved when the Company (a) has power over
the investee; (b) is exposed, or has rights, to variable returns from its involvement with the investee; and
(c) has the ability to use its power to affect its returns. Income and expenses of subsidiaries acquired or
disposed of during the period are included in the consolidated statements of comprehensive income from
the effective date of acquisition up to the effective date of disposal, as appropriate.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control listed above.
The Company considers all relevant facts and circumstances in assessing whether or not the Company’s
voting rights in an investee are sufficient to give it power, including:
zz The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the
other vote holders;
zz Potential voting rights held by the Company, other vote holders or other parties;
zz Rights arising from other contractual arrangements; and
zz Any additional facts and circumstances that indicate that the Company has, or does not have, the
current ability to direct the relevant activities at the time that decisions need to be made, including
voting patterns at previous shareholders’ meetings.
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 intra-company transactions, balances, income and expenses are eliminated in full upon consolidation.
The noncontrolling interests in the subsidiaries and the equity attributable to stockholders are presented
separately.
Allocation of comprehensive income to the noncontrolling interests
Profit or loss and each component of other comprehensive income are attributed to the stockholders of
the parent and to the 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 owners of the parent.
F-13
b. The subsidiaries in the consolidated financial statements
The detail information of the subsidiaries at the end of reporting period was as follows:
Name of Investor
Name of Investee
Main Businesses and Products
2013
2014
Note
Percentage of Ownership
December 31
Chunghwa Telecom
Senao International Co., Ltd.
Selling and maintaining mobile phones and
Co., Ltd.
(“SENAO”)
its peripheral products
Light Era Development Co.,
Housing, office building development, rent
Ltd. (“LED”)
and sale services
Donghwa Telecom Co., Ltd.
International telecommunications IP
(“DHT”)
fictitious internet and internet transfer
services
Chunghwa Telecom Singapore
Telecommunication wholesale, internet
Pte., Ltd. (“CHTS”)
Chunghwa System Integration
transfer services international data and
long distance call wholesales to carriers
Providing communication and information
Co., Ltd. (“CHSI”)
aggregative services
Chunghwa Investment Co., Ltd.
Investment
(“CHI”)
CHIEF Telecom Inc. (“CHIEF”)
Internet communication and internet data
Chunghwa International Yellow
Pages Co., Ltd. (“CHYP”)
Prime Asia Investments Group
Ltd. (B.V.I.) (“Prime Asia”)
center (“IDC”) service
Yellow pages sales and advertisement
services
Investment
Spring House Entertainment
Network services, producing digital
Tech. Inc. (“SHE”)
Chunghwa Telecom Global, Inc.
(“CHTG”)
entertainment contents and broadband
visual sound terrace development
International data and internet services and
long distance call wholesales to carriers
Chunghwa Telecom Vietnam
Information and communications
Co., Ltd. (“CHTV”)
technology, international circuit, and
intelligent energy network service
Smartfun Digital Co., Ltd.
Software retail
(“SFD”)
Chunghwa Telecom Japan Co.,
Ltd. (“CHTJ”)
Chunghwa Sochamp Technology
Inc. (“CHST”)
Telecom business, information process and
information provide service, development
and sale of software and consulting
services in telecommunication
License plate recognition system
Honghwa International Co., Ltd.
Human resources service
(“HHI”)
New Prospect Investments
Investment
Holdings Ltd. (B.V.I.) (“New
Prospect”)
Senao International
Senao International (Samoa)
International investment
Co., Ltd.
Holding Ltd. (“SIS”)
CHIEF Telecom Inc.
Unigate Telecom Inc.
Telecommunication and internet service
(“Unigate”)
Chief International Corp.
Internet communication and IDC service
Chunghwa System
Concord Technology Co., Ltd.
Investment
Integrated Co., Ltd.
(“Concord”)
(“CIC”)
Spring House
Ceylon Innovation Ltd. (“CEI”)
International trading, general advertisement
Entertainment Tech.
Inc.
and book publishing service
Light Era Development
Yao Yong Real Property Co.,
Real estate management and leasing
Co., Ltd.
Ltd. (“YYRP”)
business
Chunghwa Investment
Chunghwa Precision Test Tech
Semiconductor testing components and
Co., Ltd.
Co., Ltd. (“CHPT”)
printed circuit board industry production
and marketing of electronic products
Concord Technology
Co., Ltd.
Chunghwa Investment Holding
Investment
Co., Ltd. (“CIHC”)
Glory Network System Service
(Shanghai) Co., Ltd. (“GNSS
(Shanghai)”)
Planning and design of software and
hardware system services and integration
of information system
28
100
100
100
100
89
69
100
100
56
100
100
65
100
51
100
100
100
100
100
100
100
100
51
100
100
1)
2)
3)
4)
5)
28
100
100
100
100
89
69
100
100
56
100
100
65
100
51
100
100
100
100
100
100
100
-
48
100
100
F-14
(Continued)
Name of Investor
Name of Investee
Main Businesses and Products
Chunghwa Precision
Test Tech. Co., Ltd.
Chunghwa Precision Test Tech.
USA Corporation (“CHPT
(US)”)
CHPT Japan Co., Ltd. (“CHPT
Semiconductor testing components and
printed circuit board industry production
and marketing of electronic products
Sale and maintenance of electronic parts
(JP)”)
Chunghwa Precision Test Tech.
International, Ltd. (“CHPT
(International)”)
Senao International HK Limited
(“SIHK”)
and machinery processed products, and
design of printed circuit board
Wholesale electronic materials, electronic
materials and general retail investment
industry
International investment
CHI One Investment Co.,
Investment
Limited (“COI”)
Senao Trading (Fujian) Co., Ltd.
Information technology services and sale of
Senao International
(Samoa) Holding Ltd.
Chunghwa Investment
Holding Co., Ltd.
Senao International HK
Limited
(“STF”)
communication products
Senao International Trading
Information technology services and sale of
(Shanghai) Co., Ltd. (“SITS”)
communication products
Prime Asia Investments
Group, Ltd. (B.V.I.)
Chunghwa Hsingta
Company Ltd.
Senao International Trading
(Shanghai) Co., Ltd.
(“SEITS”)
Senao International Trading
(Jiangsu) Co., Ltd. (“SITJ”)
Chunghwa Hsingta Co., Ltd.
(“CHC”)
Information technology services and
maintenance of communication products
Information technology services and sale of
communication products
Investment
Chunghwa Telecom (China)
Planning and design of energy conservation
Co., Ltd. (“CTC”)
and software and hardware system
services, and integration of information
system
Jiangsu Zhenhua Information
Intelligent energy conserving and intelligent
Technology Company, LLC.
(“JZIT”)
Hua-Xiong Information
Technology Co., Ltd.
(“HXIT”)
Shanghai Taihua Electronic
Technology Limited
(“STET”)
Chunghwa Precision
Test Tech.
International, Ltd.
building services
Intelligent system and energy saving system
services in buildings
Percentage of Ownership
December 31
2013
100
100
100
100
100
100
100
100
100
100
100
75
51
2014
Note
6)
7)
100
100
100
100
100
100
100
100
100
100
100
75
51
Design of printed circuit board and related
-
100
8)
consultation service
(Concluded)
1) The Company owns approximately 28% equity shares of SENAO. However, the Company has four out
of seven seats of the board of directors of SENAO through the support of large beneficial shareholders.
Therefore, the Company has control over SENAO and the accounts of SENAO are included in the
consolidated financial statements.
2) The Company’s equity ownership of CHIEF decreased from 73.02% to 72.51% as of December 31,
2014 due to CHIEF issued employee stock bonus in July 2014.
3) Chunghwa established 100% owned subsidiary of Honghwa Human Resources Co., Ltd. (HHR) in
January 2013. HHR changed its name to Honghwa International Co., Ltd. from July 4, 2014.
4) LED merged YYRP by absorption in October 2014.
5) The decrease of the Company’s equity ownership of CHPT was due to the exercise of options by
CHPT’s employees and CHPT issued employee stock bonus. CHI did not participate in the capital
increase of CHPT in August and September 2014 and the ownership interest decreased after the capital
increase of CHPT. The Company owned 50.62% and 47.65% equity shares of CHPT as of December
31, 2013 and 2014, respectively. However, the Company has three out of five seats of the board of
directors of CHPT. Therefore, the Company has control over CHPT and the accounts of CHPT are
included in the consolidated financial statements.
6) CHPT established 100% owned subsidiary of CHPT (JP) in January 2013.
7) CHPT established 100% owned subsidiary of CHPT (International) in July 2013.
8) CHPT (International) established 100% owned subsidiary of STET in January 2014.
F-15
The following diagram presents information regarding the relationship and ownership percentages between
Chunghwa and its subsidiaries as of December 31, 2014:
Chunghwa Telecom Co.,
Ltd. (Chunghwa)
100%
27.79%
100%
100%
100%
100%
100%
56.04%
100%
68.88%
100%
89%
100%
100%
51%
65%
100%
Chunghwa
Telecom
Vietnam
Co., Ltd.
(“CHTV”)
Senao
International
Co., Ltd.
(“SENAO”)
Chunghwa
International
Yellow Pages
Co., Ltd.
(“CIYP”)
Chunghwa
Telecom
Singapore
Pte., Ltd.
(“CHTS”)
Chunghwa
System
Integration
Co., Ltd.
(“CHSI”)
Chunghwa
Telecom
Global,
Inc.
(“CHTG”)
Light Era
Development
Co., Ltd.
(“LED”)
Spring
House
Entertainment
Tech. Inc.
(“SHE”)
Donghwa
Telecom
Co., Ltd.
(“DHT”)
CHIEF
Telecom
Inc.
(“CHIEF”)
Chunghwa
Telecom
Japan Co.,
Ltd.
(“CHTJ”)
Chunghwa
Investment
Co., Ltd.
(“CHI”)
New
Prospect
Investments
Holdings
Ltd. (“New
Prospect”)
Prime Asia
Investments
Group Ltd.
(“Prime
Asia”)
Chunghwa
Sochamp
Inc.
(“CHST”)
Smartfun
Digital Co.,
Ltd.
(“SFD”)
Hunghwa
International
Lo., Ltd.
(“HHI”)
3.63%
100%
100%
100%
Ceylon
Innovation
Co., Ltd.
(“CEI”)
Unigate
Telecom Inc.
(“Unigate”)
Chief
International
Corp.
(“CIC”)
0.39%
100%
Senao
International
(Samoa)
Holding Ltd.
(“SIS”)
100%
Senao
International
HK Limited
(“SIHK”)
100%
Concord
Technology
Co., Ltd.
(“Concord”)
100%
Glory Network
System Service
(Shanghai)
Co., Ltd.
(“GNSS
(Shanghai)”)
100%
100%
100%
100%
Senao
Trading
(Fujian)
Co., Ltd.
(“STF”)
Senao
Internation
al Trading
(Shanghai)
Co., Ltd.
(“SITS”)
Senao
Internation
al Trading
(Jiangsu)
Co., Ltd.
(“SITJ”)
Senao
Internation
al Trading
(Shanghai)
Co., Ltd.
(“SEITS”)
Business Combination
45.68%
Chunghwa
Precision
Test Tech.
Co., Ltd.
(“CHPT”)
100%
Chunghwa
Precision Test
Tech. USA
Corporation
(“CHPT (US)”)
100%
CHPT Japan
Co., Ltd.
(“CHPT
(JP)”)
100%
Chunghwa
Precision
Test Tech.
International,
Ltd. (CHPT
(International))
100%
Chunghwa
Investment
Holding
Company
(“CIHC”)
100%
CHI One
Investment
Co., Ltd.
(“COI”)
100%
Chunghwa
Hsingta
Company Ltd.
(“CHC”)
Shanghai Taihua
Electronic Technology
Limited
(“STET”)
100%
100%
75%
Chunghwa
Telecom
(China) Co.,
Ltd. (“CTC”)
Jiangsu
Zhenhua
Information
Technology
Company,
LLC. (“JZIT”)
51%
Hua-Xiong
Information
Technology
Co., Ltd.
(“HXIT”)
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in
a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair
values of the assets transferred by the Company, liabilities incurred by the Company to the former owners
of the acquire and the equity interests issued by the Company in exchange for control of the acquiree.
Acquisition-related costs are recognized in profit or loss as incurred.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any
noncontrolling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest
in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and
the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable
assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any
noncontrolling interests in the acquiree and the fair value of the acquirer’s previously held interest in the
acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.
For each business combination, the Company shall measure at the acquisition date components of
noncontrolling interests in the acquiree that are present ownership interests and entitle their holders to
a proportionate share of the entity’s net assets in the event of liquidation at either fair value or at the
noncontrolling interest’s proportionate share of the acquiree’s identifiable net assets.
When the consideration transferred by the Company in a business combination includes assets or liabilities
resulting from a contingent consideration arrangement, the contingent consideration is measured at its
acquisition-date fair value and included as part of the consideration transferred in a business combination.
Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are
adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments
are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot
exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
F-16
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 balance sheet date, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. 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.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items denominated in foreign currencies are recognized in profit or loss
when the transactions occur.
Foreign-currency nonmonetary assets or liabilities (such as equity instruments) that are carried at fair value
are revalued using prevailing exchange rates at the balance sheet date 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.
Chunghwa use New Taiwan dollars as the functional currency. For the purposes of presenting consolidated
financial statements, the assets and liabilities of the Company’s foreign operations are translated into New
Taiwan dollars using exchange rates prevailing at the end of each balance date. 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 accumulated in equity attributed to noncontrolling interests as appropriate.
Cash Equivalents
Cash equivalents include commercial paper, time deposits and negotiable certificate of deposit with original
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. These cash equivalents are held for
the purpose of meeting short-term cash commitments.
Inventories
Inventories are stated at the lower of cost (weighted-average 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 Lands Consigned to Constructing Firm
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. Prepayments for licensing and other miscellaneous costs have been capitalized as part
of inventory. For qualifying assets, cost includes capitalized borrowing costs.
When using the completed-contract method for its construction projects, LED recognizes the proceeds from
customers as advances from customers for land and building before the construction project is completed.
After completion of the construction project and ownership is transferred to the customers, LED recognizes the
relevant revenues.
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. Joint venture arrangements that involve the establishment of a separate entity in
which venturers have joint control over the economic activity of the entity are referred to as joint venture.
The operating results and identifiable net assets of associates and joint ventures are incorporated in these
F-17
consolidated financial statements using the equity method of accounting. Under the equity method, an
investment in an associate and joint venture is initially recognized in the consolidated balance sheet at cost and
adjusted thereafter to recognize the Company’s share of the profit or loss, any impairment losses, and other
comprehensive income of the associate and joint venture. The Company also recognizes the changes in the
Company’s share of equity of associates and joint venture attributable to the Company.
When the Company reduces its ownership interest in an associate or a joint venture but the Company continues
to use the equity method, the Company reclassifies to profit or loss the proportion of the gain or loss that had
previously been recognized in other comprehensive income relating to that reduction in ownership interest if
that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.
Any excess of the cost of acquisition over the Company’s share of the fair value of the identifiable net assets,
liabilities and contingent liabilities of an associate and a joint venture recognized at the date of acquisition is
recognized as goodwill, which is included in the carrying amount of the investment and shall not be amortized.
The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by
comparing its recoverable amount with its carrying amount. Any impairment loss recognized 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.
When the Company transacts with its associate and joint venture, profits and losses resulting from the
transactions with the associate are recognized in the Company’ consolidated financial statements only to the
extent of interests in the associate and the joint venture that are not related to the Company.
Property, Plant and Equipment
When future economic benefits are expected to inflow to the Company and costs can be evaluated reliably,
property, plant and equipment that are held for use in the production or supply of goods or services, or for
administrative purposes for over one year are measured at costs. Subsequent to initial recognition, property,
plant and equipment are measured at cost less accumulated depreciation and accumulated impairment.
Depreciation is recognized so as to write off the cost of the assets less their residual values over their useful
lives, and it is computed using the straight-line method. The estimated useful lives, residual values and
depreciation method are reviewed periodically, however, at least annually, with the effect of any changes in
estimates accounted for on a prospective basis.
Upon sale or disposal of property, plant and equipment, the related cost, accumulated depreciation and
accumulated impairment losses are deducted from the corresponding accounts, and any gain or loss is
recognized in profit or loss as incurred.
Investment Properties
Investment properties are properties held to earn rentals and/or for capital appreciation (including property
under construction for such purposes). Investment properties also include land held for a currently
undetermined future use as such land is regarded as held for capital appreciation.
Investment properties are measured initially at cost, including direct costs of bringing the assets to intended
use. Subsequent to initial recognition, investment properties are measured at cost less accumulated
depreciation and accumulated impairment.
The Company uses the straight line method to depreciate the assets, that is, to evenly allocate the cost less
residual value over the expected useful lives of the investment properties.
Upon disposal of investment properties, the related cost, accumulated depreciation and accumulated
impairment losses are deducted from the corresponding accounts, and any gain or loss is recognized in profit
or loss as incurred.
F-18
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the
business less accumulated impairment losses, if any.
For the purpose of impairment testing, goodwill is allocated to each of the Company’s cash-generating units or
groups of cash-generating units 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. 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 for goodwill is recognized directly in profit or
loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
When the Company disposes of an operation within a cash-generating unit (group of units) to which goodwill
has been allocated, the goodwill associated with that operation should be included in the carrying amount of
the operation when determining the gain or loss on disposal; and measured on the basis of the relative values
of the operation disposed of and the portion of the cash-generating unit (group of units) retained.
Intangible Assets Other Than Goodwill
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated
amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their
estimated useful lives. The estimated useful life and amortization method are reviewed periodically, however,
at least annually, with the effect of any changes in estimate being accounted for on a prospective basis. Except
for the intangible assets to be disposed by the Company before the end of the useful lives, the residual values
of intangible assets with finite useful lives are expected to be zero.
Upon disposal of intangible assets, the related cost, accumulated amortization and accumulated impairment
losses are deducted from the corresponding accounts, and any gain or loss is recognized in profit or loss as
incurred.
Impairment of Tangible and Intangible Assets Other Than Goodwill
When an indication of impairment is identified for tangible 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.
Financial Instruments
Financial assets and financial liabilities are recognized when a consolidated entity 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 or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from 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.
a. Financial assets
Regular way purchases or sales of financial assets are accounted for using trade date accounting. The
regular way of transaction means the purchase or sale of financial assets delivered within the time frame
F-19
established by regulation or convention in the marketplace.
1) Measurement category
a) Financial assets at fair value through profit and loss (FVTPL)
Financial assets are classified as at FVTPL when the financial asset is either held for trading or it is
designated as at FVTPL.
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 or interest earned on the financial asset.
b) Held-to-maturity financial assets
Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable
payments and fixed maturity date that the Company has positive intention and ability to hold to
maturity other than those that are designated as at fair value through profit or loss or as available-
for-sale and those that meet the definition of loans and receivables on initial recognition.
Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost
using the effective interest method less any impairment.
c) Available-for-sale financial assets (AFS financial assets)
AFS financial assets are non-derivatives that are either designated as AFS or are not classified as
loans and receivables, held-to-maturity financial assets or financial assets at fair value through profit
or loss.
Listed stocks, emerging market stocks, open-end mutual funds, unlisted stocks and corporate bonds
held by the Company in an active market and classified as AFS are measured at fair value at the end
of each reporting period. AFS equity investments that do not have a quoted market price in an active
market and whose fair value cannot be reliably measured are measured at cost less any identified
impairment losses at the end of each reporting period. If, in a subsequent period, the fair value of
the financial assets can be reliably measured, the financial assets are remeasured at fair value. The
difference between the carrying amount and the fair value is recognized in profit or loss.
Changes in the carrying amount of AFS monetary financial assets relating to changes in foreign
currency rates, interest income calculated using the effective interest method and dividends on AFS
equity investments are recognized in profit or loss. Other changes in the carrying amount of AFS
financial assets are recognized in other comprehensive income. When the investment is disposed
of or is determined to be impaired, the cumulative gain or loss previously recognized in other
comprehensive income is reclassified to profit or loss.
Dividends on AFS equity instruments are recognized in profit or loss when the Company’s right to
receive the dividends is established.
d) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Loans and receivables are measured at amortized cost using
the effective interest method, less any impairment. Interest income is recognized by applying the
effective interest rate, except for short-term receivables when the effect of discounting would be
immaterial.
2) Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of
each reporting period. Financial assets are considered to be impaired when there is objective evidence
that, as a result of one or more events that occurred after the initial recognition of the financial asset, the
estimated future cash flows of the investment have been affected.
F-20
For financial assets carried at amortized cost, such as held-to-maturity investments and trade notes and
accounts receivable, assets are assessed for impairment on a collective and individual basis.
For financial assets carried at amortized cost, the amount of the impairment loss recognized is the
difference between the asset’s carrying amount and the present value of estimated future cash flows,
discounted at the financial asset’s original effective interest rate. However, since the discounted effect
of short-term receivables is immaterial, the impairment loss is recognized on the difference between
carrying amount and estimated future cash flow.
For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment
loss decreases, the previously recognized impairment loss is reversed through profit or loss to the extent
that the carrying amount of the investment at the date the impairment is reversed does not exceed what
the amortized cost would have been had the impairment not been recognized.
When an AFS financial asset is considered to be impaired, cumulative gains or losses previously
recognized in other comprehensive income are reclassified to profit or loss in the period.
In respect of AFS equity securities, impairment losses previously recognized in profit or loss are
not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is
recognized in other comprehensive income.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables and other receivables, where the carrying amount is
reduced through the use of an allowance account. When a trade receivable and other receivables is
considered uncollectible, it is written off against the allowance account. Subsequent recoveries of
amounts previously written off are credited against the allowance account. Changes in the carrying
amount of the allowance account are recognized in profit or loss.
3) Derecognition of financial assets
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 in its entirety, the difference between the asset’s carrying amount
and the sum of the consideration received and receivable and the cumulative gain or loss that had been
recognized in other comprehensive income and accumulated in equity is recognized in profit or loss.
b. Financial liabilities
1) Subsequent measurement
Except for financial liabilities at FVTPL, other financial liabilities are subsequently measured at
amortized cost using the effective interest method.
2) Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are
discharged, cancelled or they expire. The difference between the carrying amount of the financial
liability derecognized and the consideration paid and payable (includes the transfer of non-cash assets
or assumption of liabilities) is recognized in profit or loss.
c. Derivative financial instruments
The Company enters into a variety of derivative financial instruments to manage its exposure to risk of
foreign exchange rate and the fluctuation on stock price, including foreign exchange forward contracts,
cross currency swap contracts and index future contracts.
Derivative financial instruments are initially recognized 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
F-21
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 the derivative is positive, it is recognized as a
financial asset; otherwise, it is recognized as a financial liability.
Hedge Accounting
The Company designates certain derivatives instruments as fair value hedges and cash flow hedges.
At the inception of the hedge relationship, the Company documents the relationship between the hedging
instrument and the hedged item, along with its risk management objectives and its strategy for undertaking
various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Company
documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows
of the hedged item attributable to the hedged risk.
Hedge accounting is discontinued prospectively when the Company revokes the designated hedging
relationship, or when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer
meets the criteria for hedge accounting. 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.
Fair value hedges
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognized
in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that
are attributable to the hedged risk. The change in the fair value of the hedging instrument and the change in
the hedged item attributable to the hedged risk are recognized in the profit or loss in line item relating to the
hedged item.
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.
Provisions
Provisions for the expected cost of warranty obligations under sale of goods are recognized at the date of sale
of the relevant products, at the management’s best estimate of the expenditure required to settle the Company’s
obligation.
Revenue Recognition
Revenue from the sale of goods is recognized when the goods are delivered and titles have passed, at which
time all the following conditions are satisfied:
a. The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
b. The Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold;
F-22
c. The amount of revenue can be measured reliably;
d. It is probable that the economic benefits associated with the transaction will flow to the Company; and
e. The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue is measured at the fair value of the consideration received or receivable and represents amounts for
goods sold in the normal course of business, net of sales discounts and volume rebates. For trade receivables
due within one year from the balance sheet date, as the nominal value of the consideration to be received
approximates its fair value and transactions are frequent, fair value of the consideration is not determined by
discounting all future receipts using an imputed rate of interest.
Usage revenues from fixed-line services (including domestic and international), cellular 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.
Other revenues are recognized as follows: (a) one-time subscriber connection fees (on fixed-line services)
are deferred and recognized over the average expected customer service periods, (b) monthly fees (on fixed-
line services, mobile, internet and data services) are accrued every month, and (c) prepaid services (fixed-line,
mobile, internet and data services) are recognized as income based upon actual usage by customers or when
the right to use those services expires.
Where the Company enters into transactions which involve both the provision of air time bundled with
products such as handset, total consideration received from products and air time in these arrangements are
allocated and measured using units of accounting within the arrangement based on their relative fair values
limited to the amount that is not contingent upon the delivery of products.
Service revenue other than that from a project contract is recognized when service is provided.
Services revenue from a project contract is recognized by reference to the stage of completion of the contract.
Dividend income from investments is recognized when the shareholder’s right to receive payment has been
established. Under the premises that there is much chance economic benefit related to the transactions will
flow to the Company and that the revenue can be reasonably measured.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to
the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis,
by reference to the principal outstanding and at the effective interest rate applicable.
Leasing
a. The Company as lessor
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant
lease.
b. The Company as lessee
Operating lease payments are recognized as an expense on a straight-line basis over the lease term.
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, are
added to the cost of those assets, until such time as the assets are substantially ready for their intended use or
sale.
All other borrowing costs are recognized in profit or loss in the period in which they are incurred.
F-23
Retirement Benefit Costs
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have
rendered entitling them to the contributions.
For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected
Unit Credit Method with actuarial calculations being carried out at the year end. Remeasurement, comprising
actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan
assets (excluding interest), is reflected immediately in the balance sheet with a charge or credit 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 and past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is
calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or
asset. Defined benefit costs are categorized as follows:
zz Service cost (including current service cost, past service cost, as well as gains and losses on curtailments
and settlements);
zz Net interest expense or income; and
zz Remeasurement.
The retirement benefit obligation recognized in the consolidated balance sheet represents the actual deficit
or surplus in the Company’s defined retirement benefit plans. Any surplus resulting from this calculation
is limited to the present value of any economic benefits available in the form of refunds from the plans or
reductions in future contributions to the plans.
Curtailment or settlement gains or losses on the defined benefit plan are recognized when the curtailment or
settlement occurs.
Share-based Payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at
the grant date.
The value of the stock options granted, which is equal to the best available estimate of the number of stock
options expected to vest multiplied by the grant-date fair value, is expensed over the vesting period, with a
corresponding adjustment to additional paid-in capital - employee stock options. For those options with graded
vesting schedules, each installment is treated as a separate share option grant for purposes of determining the
grant date fair value. Expenses are recognized at the grant date in profit or loss if vested immediately.
At the balance sheet date, the Company reviews its estimate of the number of equity instruments 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.
a. Current tax
The current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the
consolidated statement 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.
F-24
Income tax (10%) on undistributed 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.
b. Deferred tax
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. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences, loss carryforwards,
unused tax credits from purchases of machinery, equipment and technology and research and development
expenditures.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in
subsidiaries and associates, and interests in 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.
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 to the extent that it has become probable that future taxable profit
will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets 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 liabilities
and assets 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.
c. Current and deferred tax for the year
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.
F-25
4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company’s accounting policies, which are described in Note 3, management is
required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that
are not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed 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 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.
a. Impairment of accounts receivable
When there is objective evidence showing indications of impairment, the Company will consider the
estimation of future cash flows. The amount of impairment will be measured as the difference between the
carrying amount and the present value of estimated future cash flows discounted by the original effective
interest rates of the financial assets. However, the impact from discounting short-term receivables is not
material; therefore, the impairment of short-term receivables is based on the undiscounted estimated future
cash flows. Where the actual future cash flows are less than expected, a material impairment loss may
arise.
b. 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 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. Estimates of net realizable value also take into consideration. 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.
c. Impairment of tangible and intangible assets
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.
d. Useful lives of property, plant and equipment
As discussed in Note 3, “Summary of Significant Accounting Policies” “Property, Plant and Equipment”,
the Company reviews the estimated useful lives of property, plant and equipment at the balance sheet date.
e. Recognition and measurement of defined benefit plans
Accrued pension liabilities and the resulting pension expense under defined benefit pension plans are
calculated 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.
F-26
5. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING
STANDARDS
Amendments to IFRSs and the New Interpretation That Are Mandatorily Effective for the Current Year
In the current year, the Company has applied a number of amendments to IFRSs issued by the International
Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or
after January 1, 2014.
a. Amendments to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”
The Company has applied the amendments to IAS 36 “Recoverable Amount Disclosure for Non-financial
Assets” for the first time in the current year. The amendments to IAS 36 remove the requirement to
disclose the recoverable amount of a cash-generating unit (CGU) to which goodwill or other intangible
assets with indefinite useful lives had been allocated when there has been no impairment or reversal
of impairment of the related CGU. Furthermore, the amendments introduce additional disclosure
requirements applicable to when the recoverable amount of an asset or a CGU is measured at fair value less
costs of disposal. These new disclosures include the fair value hierarchy, key assumptions and valuation
techniques used which are in line with the disclosure required by IFRS 13 “Fair Value Measurements”.
The Company has included these new disclosures, as applicable, in Notes 17, 18 and 19.
b. Amendments to IAS 39 “Novation of Derivatives and Continuation of Hedge Accounting”
The Company has applied the amendments to IAS 39 “Novation of Derivatives and Continuation of
Hedge Accounting” for the first time in the current year. The amendments to IAS 39 provide relief from
the requirement to discontinue hedge accounting when a derivative designated as a hedging instrument
is novated under certain circumstances. The amendments also clarify that any change to the fair value
of the derivative designated as a hedging instrument arising from the novation should be included in the
assessment and measurement of hedge effectiveness.
The amendments have been applied retrospectively. As the Group does not have any derivatives that are
subject to novation, the application of these amendments has had no impact on the disclosures or on the
amounts recognized in the Company’s consolidated financial statements.
F-27
New and Revised IFRSs in Issue But Not Yet Effective
The Company has not applied the following new and revised IFRSs that have been issued but are not yet
effective.
New, Revised or Amended Standards and Interpretations
Effective Date Issued
by IASB (Note 1)
IFRS 9
Financial Instruments
January 1, 2018
Amendments to IFRS 9 and IFRS 7
Mandatory Effective Date of IFRS 9 and Transition
January 1, 2018
Disclosures
Amendments to IFRS 10 and IAS 28
Sale or Contribution of Assets between an Investor
January 1, 2016 (Note 2)
and its Associate or Joint Venture
Amendments to IFRS 10, IFRS 12
Investment Entities: Applying the Consolidation
January 1, 2016
and IAS 28
Exception
Amendment to IFRS 11
Acquisitions of Interests in Joint Operations
IFRS 14
IFRS 15
Regulatory Deferral Accounts
Revenue from Contracts with Customers
Amendment to IAS 1
Disclosure Initiative
January 1, 2016
January 1, 2016
January 1, 2017
January 1, 2016
Amendments to IAS 16 and IAS 38
Clarification of Acceptable Methods of Depreciation
January 1, 2016
and Amortization
Amendments to IAS 16 and IAS 41
Agriculture: Bearer Plants
January 1, 2016
Amendment to IAS 19
Amendments to IFRSs
Amendments to IFRSs
Amendments to IFRSs
Defined Benefit Plans: Employee Contributions
July 1, 2014
Annual Improvements to IFRSs 2010-2012 Cycle
July 1, 2014 (Note 3)
Annual Improvements to IFRSs 2011-2013 Cycle
July 1, 2014
Annual Improvements to IFRSs 2012-2014 Cycle
January 1, 2016 (Note 4)
Note 1: The aforementioned new, revised or amended standards or interpretations are effective after fiscal
year beginning on or after the effective dates, unless specified otherwise.
Note 2: Prospectively applicable to transactions occurring in annual periods beginning on or after January 1,
2016.
Note 3: The amendment to IFRS 2 applies to share-based payment transactions for which the grant date is
on or after July 1, 2014; the amendment to IFRS 3 applies to business combinations for which the
acquisition date is on or after July 1, 2014; the amendment to IFRS 13 is effective immediately; the
remaining amendments are effective for annual periods beginning on or after July 1, 2014.
Note 4: Except the amendment to IFRS 5 is applied prospectively, to changes in a method of disposal that
occur in annual periods beginning on or after January 1, 2016, the remaining amendments are
effective for annual periods beginning on or after January 1, 2016.
Except for the following items, the Company believes the adoption of the aforementioned new and revised
IFRSs will not have material impact on the Company’s financial statements.
a. IFRS 9 “Financial Instruments”
Recognition and measurement of financial assets
With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial
Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value.
Under IFRS 9, the requirement for the classification of financial assets is stated below.
For the Company’s debt instruments that have contractual cash flows that are solely payments of principal
and interest on the principal amount outstanding, their classification and measurement are as follows:
F-28
1) For debt instruments, if they are held within a business model whose objective is to collect the
contractual cash flows, the financial assets are measured at amortized cost and are assessed for
impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is
recognized in profit or loss by using the effective interest method;
2) For debt instruments, if they are held within a business model whose objective is achieved by both the
collecting of contractual cash flows and the selling of financial assets, the financial assets are measured
at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest
revenue is recognized in profit or loss by using the effective interest method, and other gain or loss
shall be recognized in other comprehensive income, except for impairment gains or losses and foreign
exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative
gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or
loss.
Except for above, all other financial assets are measured at fair value through profit or loss. However,
the Company may make an irrevocable election to present subsequent changes in the fair value of an
equity investment (that is not held for trading) in other comprehensive income, with only dividend
income generally recognized in profit or loss. No subsequent impairment assessment is required, and the
cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from
equity to profit or loss.
The impairment of financial assets
IFRS 9 requires that impairment loss on financial assets is recognized by using the “Expected Credit
Losses Model”. The credit loss allowance is required for financial assets measured at amortized cost,
financial assets mandatorily measured at FVTOCI, lease receivables, contract assets arising from IFRS
15 “Revenue from Contracts with Customers”, certain written loan commitments and financial guarantee
contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if
its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime
expected credit losses is required for a financial asset if its credit risk has increased significantly since
initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is
required for trade receivables that do not constitute a financing transaction.
For purchased or originated credit-impaired financial assets, the Company takes into account the expected
credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently,
any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss
recognized in profit or loss.
Hedge accounting
The main changes in hedge accounting amended the application requirements for hedge accounting to
better reflect the entity’s risk management activities. Compared with IAS 39, the main changes include:
(1) enhancing types of transactions eligible for hedge accounting, specifically broadening the risk eligible
for hedge accounting of non-financial items; (2) changing the way hedging derivative instruments are
accounted for to reduce profit or loss volatility; and (3) replacing retrospective effectiveness assessment
with the principle of economic relationship between the hedging instrument and the hedged item.
b. IFRS 15 “Revenue from Contracts with Customers”
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and
will supersedes IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue related
interpretation from January 1, 2017.
When applying IFRS 15, an entity shall recognize revenue by applying the following steps:
1) Identify the contract with the customer;
2) Identify the performance obligation in the contract;
F-29
3) Determine the transaction price;
4) Allocate the transaction price to the performance obligation in the contracts; and
5) Recognize revenue when the entity satisfies a performance obligation.
When IFRS 15 is effective, an entity may elect to apply this Standard either retrospectively to each prior
reporting period presented or retrospectively with the cumulative effect of initially applying the Standard
recognized at the date of initial application.
6. U.S. DOLLAR AMOUNTS
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 31, 2014, which was NT$31.60 to US$1.00.
The convenience translations should not be construed as representations that the New Taiwan dollar amounts
have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of
exchange.
7. CASH AND CASH EQUIVALENTS
Cash
Cash on hand
Bank deposits
Cash equivalents
Commercial paper
Negotiable certificate of deposit with maturities of less than three months
Time deposits with maturities of less than three months
December 31
2013
NT$
2014
NT$
(In Millions)
$
236
$
310
10,592
10,828
2,375
-
1,382
3,757
5,590
5,900
14,000
3,100
560
17,660
$ 14,585
$ 23,560
The annual yield rates of bank deposits, commercial paper, negotiable certificate of deposit and time deposits
with maturities of less than three months were as follows:
Bank deposits
Commercial paper
December 31
2013
2014
0.00%-0.76%
0.00%-0.95%
0.60%-0.65%
0.58%-0.65%
Negotiable certificate of deposit with maturities of less than three months
-
0.50%-0.80%
Time deposits with maturities of less than three months
0.05%-5.10%
0.38%-5.45%
F-30
8.
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets held for trading
Derivatives (not designated for hedge)
Forward exchange contracts
Financial liabilities held for trading
Derivatives (not designated for hedge)
Forward exchange contracts
December 31
2013
NT$
2014
NT$
(In Millions)
$
$
-
-
$
$
1
-
The Company did not apply hedge accounting on the aforementioned contracts at the balance sheet date.
Outstanding forward exchange contracts as of balance sheet dates were as follows:
December 31, 2013
Currency
Maturity Period
Contract Amount
(In Millions)
Forward exchange contracts - buy
NT$/US$
2014.01
NT$90/US$3
December 31, 2014
Forward exchange contracts - buy
NT$/US$
2015.01
NT$219/US$7
The Company entered into the above forward exchange contracts to manage its exposure to foreign currency
risk and impacts in operating results due to fluctuations in exchange rates. However, the aforementioned
derivatives did not meet the criteria for hedge accounting and were classified as financial assets or financial
liabilities held for trading.
9. AVAILABLE-FOR-SALE FINANCIAL ASSETS
Equity securities
Domestic listed stocks and emerging stocks
Domestic non-listed stocks
Foreign non-listed stocks
Foreign listed stocks
Current
Non-current
2013
NT$
December 31
(In Millions)
2014
NT$
$
3,046
2,224
200
24
3,914
2,105
262
$
-
$
5,494
$
6,281
$
24
5,470
$
-
6,281
$
5,494
$
6,281
F-31
Since the range of fair values measurement of the non-listed stocks is significant and the probabilities of
the various estimates cannot be reasonably assessed, the above non-listed stocks investment owned by the
Company were carried at costs less any impairment losses at the balance sheet date.
CHI evaluated and concluded its available-for-sale financial assets were partially impaired, and recorded an
impairment loss of $203 million, $66 million and $23 million for the years ended December 31, 2012, 2013
and 2014, respectively.
10. HELD-TO-MATURITY FINANCIAL ASSETS
Corporate bonds
Bank debentures
Current
Non-current
December 31
2013
NT$
2014
NT$
(In Millions)
$ 10,513
1,253
$
6,534
951
$ 11,766
$
7,485
$
4,264
7,502
$
3,457
4,028
$ 11,766
$
7,485
The related information of corporate bonds and bank debentures as of balance sheet dates were as follows:
December 31
2013
NT$
2014
NT$
(In Millions)
$
10,473
1.15%-2.49%
1.00%-1.95%
4 years
$
6,515
1.15%-2.49%
1.15%-1.58%
4 years
$
1,250
1.25%-1.60%
1.15%-1.40%
4 years
$
950
1.25%-1.60%
1.15%-1.40%
4 years
Corporate bonds
Par value
Nominal interest rate
Effective interest rate
Average expiry date
Bank debentures
Par value
Nominal interest rate
Effective interest rate
Average expiry date
F-32
11. TRADE NOTES AND ACCOUNTS RECEIVABLE, NET
Trade notes and accounts receivable
Trade notes and accounts receivable
Less: Allowance doubtful accounts
December 31
2013
NT$
2014
NT$
(In Millions)
$ 23,823
(922 )
$ 27,277
(1,049 )
$ 22,901
$ 26,228
The average credit terms range from 30 to 90 days. In determining the recoverability of trade notes and
accounts receivable, the Company considers significant change in the credit quality of the trade notes and
accounts receivable from the date credit was initially granted up to the end of the reporting period. In general,
with few exceptional cases, it is unlikely for the notes and accounts receivable due longer than 180 days to be
collected, therefore the Company recognized 100% allowance of notes and accounts receivable overdue longer
than 180 days. For the notes and accounts receivable less than 180 days, the allowance for doubtful accounts
was estimated based on the Company’s historical recovery experience.
The Company serves a large consumer base; therefore, the concentration of credit risks is limited.
The aging of estimated recoverable amount of receivables that were past due but not impaired as of December
31, 2013 and 2014 was as follows:
Less than 30 days
31-60 days
61-90 days
91-120 days
121-180 days
More than 181 days
December 31
2013
NT$
2014
NT$
(In Millions)
$
132
$
114
41
14
85
2
12
20
20
19
1
17
$
286
$
191
F-33
The above aging analysis was based on days overdue.
Balance on January 1, 2012
Add: Provision for (reversal of) doubtful accounts
Deduct: Amounts written off
Balance on December 31, 2012
Add: Provision for doubtful accounts
Deduct: Amounts written off
Balance on December 31, 2013
Add: Provision for doubtful accounts
Deduct: Amounts written off
Balance on December 31, 2014
12. INVENTORIES
Merchandise
Project in process
Work in process
Raw materials
Land and building held for sale
Land held under development
Construction in progress
Land held for development
Individually
Assessed for
Impairment
NT$
$
-
-
-
$
7
157
164
57
221
55
276
Collectively
Assessed for
Impairment
NT$
(In Millions)
$
2,416
(1,630 )
(139 )
647
182
(128 )
701
237
(165 )
Total
NT$
$
2,423
(1,473 )
(139 )
811
239
(128 )
922
292
(165 )
$
773
$
1,049
December 31
2013
NT$
2014
NT$
(In Millions)
$
5,221
520
26
26
5,793
8
1,999
44
4
$
4,164
822
13
52
5,051
-
1,999
47
-
$
7,848
$
7,097
The operating costs related to inventories were $44,150 million, $50,860 million and $51,341 million for the
years ended December 31, 2012, 2013 and 2014, respectively.
For the years ended December 31, 2012, 2013 and 2014, the costs of valuation loss on inventories recognized
as operating cost included the amount of $113 million, $203 million and $288 million, respectively.
The capitalized borrowing costs of construction in progress were not significant for 2012, 2013 and 2014.
As of December 31, 2013 and 2014, inventories of $2,057 million and $2,061 million, respectively, were
expected to be recovered for a time period longer than twelve months. The aforementioned amount of
inventories is mainly related to property development owned by LED.
Land held under development and construction in progress on December 31, 2013 and 2014 was for Qingshan
Sec., Dayuan Township, Taoyuan County project.
Land and building held for sale on December 31, 2013 was sold in 2014.
F-34
Land held for development on December 31, 2013 was for Yucheng Sec., Nangang Dist., Taipei City which
was sold in 2014.
13. PREPAYMENTS
Prepaid rents
Others
Current
Prepaid rents
Others
Non-current
Prepaid rents
Others
14. OTHER CURRENT MONETARY ASSETS
December 31
2013
NT$
2014
NT$
(In Millions)
$
3,389
2,443
$
3,330
2,618
$
5,832
$
5,948
$
953
1,271
$
1,105
1,339
$
2,224
$
2,444
$
2,436
1,172
$
2,225
1,279
$
3,608
$
3,504
December 31
2013
NT$
2014
NT$
(In Millions)
Time deposits and negotiable certificates of deposit with maturities of more
than three months
$
2,535
$
2,616
Receivables from the Fund for Privatization of Government - owned
Enterprises under the Executive Yuan
Others
1,318
783
19
690
$
4,636
$
3,325
The annual yield rates of time deposits and negotiable certificates of deposit with maturities of more than three
months at each period end were as follows:
December 31
2013
2014
Time deposits and negotiable certificate of deposit with maturities of more
than three months
0.11%-3.30%
0.11%-4.95%
F-35
15. NON-WHOLLY OWNED SUBSIDIARIES THAT HAVE NONCONTROLLING MATERIAL
INTERESTS
The table below shows details of less than wholly owned subsidiaries of the Company that have material
noncontrolling interests:
Place of Incorporation
and Principal
Place of Business
SENAO
Taiwan
Proportion of Ownership Interests and
Voting Rights
Held by Noncontrolling Interests
December 31
2013
72%
2014
72%
Profit Allocated to
Noncontrolling Interests
Year Ended December 31
2013
NT$
2012
NT$
2014
NT$
Accumulated
Noncontrolling Interests
December 31
2013
NT$
2012
NT$
2014
NT$
SENAO
Individually immaterial subsidiaries
with noncontrolling interests
(In Millions)
$ 1,066
$ 1,022
$ 436
$ 3,811
$ 4,302
$ 4,013
525
544
911
$ 4,336
$ 4,846
$ 4,924
The Company owns 28% equity shares of SENAO. However, the Company has four out of seven seats of the
board of directors of SENAO through the support of large beneficial shareholders. Therefore, the Company
has control over SENAO and the accounts of SENAO are included in the consolidated financial statements.
Summarized financial information in respect of SENAO that has material noncontrolling interests is set out
below. The summarized financial information below represents amounts before intracompany eliminations.
Senao International Co., Ltd.
December 31
2013
NT$
2014
NT$
(In Millions)
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity attributable to the parent
Noncontrolling interests
Revenue
Expenses
$
$
$
$
$
$
8,134
2,386
4,439
91
1,688
4,302
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
$ 35,241
33,758
$ 43,033
41,610
Profit for the year
$
1,483
$
1,423
Profit attributable to the parent
$
417
$
401
F-36
$
$
$
$
$
$
7,944
2,480
4,643
94
1,674
4,013
2014
NT$
$ 41,753
41,146
$
$
607
171
(Continued)
Profit attributable to the noncontrolling interests
Profit for the year
Other comprehensive income attributable to the parent
Other comprehensive income attributable to the
noncontrolling interests
Other comprehensive income for the year
Total comprehensive income attributable to the parent
Total comprehensive income attributable to the
noncontrolling interests
Total comprehensive income for the year
Dividends paid to noncontrolling interests
Net cash inflow (outflow) from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
Net cash inflow (outflow)
2012
NT$
$
$
$
$
$
$
$
$
$
$
$
1,066
1,483
(9 )
(24 )
(33 )
408
1,042
1,450
827
1,554
(196 )
(1,111 )
247
Year Ended December 31
2013
NT$
(In Millions)
1,022
$
$
$
$
$
$
$
$
$
$
$
1,423
12
30
42
413
1,052
1,465
739
(240 )
(274 )
(993 )
(1,507 )
2014
NT$
436
607
8
21
29
179
457
636
742
1,233
(106 )
(533 )
594
(Concluded)
$
$
$
$
$
$
$
$
$
$
$
The Company’s equity ownership of SENAO did not change for the year ended December 31, 2014. The
Company’s equity ownership of SENAO decreased from 28.44% as of January 1, 2012 to 28.30% and 28.18%
as of December 31, 2012 and 2013, respectively, due to the exercise of options by SENAO’s employees.
The total proceeds from exercise of employee stock options were $43 million and $42 million for the years
ended December 31, 2012 and 2013, respectively. The partial proceeds of $38 million and $36 million were
attributed to noncontrolling interests for the years ended December 31, 2012 and 2013, respectively.
The Company’s equity ownership of CHPT decreased from 50.62% as of December 31, 2013 to 47.65% as
of December 31, 2014 due to CHI did not participate the CHPT’s capital increase in August and September
2014, and the cash inflow from noncontrolling interests was $162 million. The Company’s equity ownership
of CHPT decreased from 53.19% as of December 31, 2012 to 50.62% as of December 31, 2013 due to the
exercise of options by CHPT’s employees and CHPT issued employee stock bonus. The total proceeds from
exercise of employee stock options were $8 million, substantially all of which were attributed to noncontrolling
interests for the year ended December 31, 2013.
16. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Associates
Joint venture
December 31
2013
NT$
2014
NT$
(In Millions)
$
2,131
228
$
2,493
257
$
2,359
$
2,750
F-37
a. Investments in associates
Investments in associates were as follows:
Carrying Amount
December 31
2013
NT$
2014
NT$
(In Millions)
Listed
Senao Networks, Inc. (“SNI”)
$
484
$
589
Non-listed
ST-2 Satellite Ventures Pte. Ltd. (“STS”)
International Integrated System, Inc. (“IISI”)
Viettel-CHT Co., Ltd.
Taiwan International Standard Electronics Co., Ltd. (“TISE”)
Skysoft Co., Ltd. (“SKYSOFT”)
So-net Entertainment Taiwan Limited (“So-net”)
Kingwaytek Technology Co., Ltd. (“KWT”)
Taiwan International Ports Logistics Corporation (“TIPL”)
Dian Zuan Integrating Marketing Co., Ltd. (“DZIM”)
ClickForce Co., Ltd.
HopeTech Technologies Limited (“HopeTech”)
Alliance Digital Technology Co., Ltd. (“ADT”)
MeWorks Limited (HK) (“Meworks”)
Xiamen Sertec Business Technology Co., Ltd. (“Sertec”)
Panda Monium Company Ltd.
520
290
278
180
152
92
74
-
1
-
25
29
-
6
-
558
291
278
209
135
99
85
79
66
39
31
20
9
5
-
At the end of the reporting period, the percentage of ownership and voting rights in associates held by the
Company were as follows:
$
2,131
$
2,493
Senao Networks, Inc. (“SNI”)
ST-2 Satellite Ventures Pte., Ltd. (“STS”)
International Integrated System, Inc. (“IISI”)
Viettel-CHT Co., Ltd.
Taiwan International Standard Electronics Co., Ltd. (“TISE”)
Skysoft Co., Ltd. (“SKYSOFT”)
So-net Entertainment Taiwan Limited (“So-net”)
Kingwaytek Technology Co., Ltd. (“KWT”)
Taiwan International Ports Logistics Corporation (“TIPL”)
Dian Zuan Integrating Marketing Co., Ltd. (“DZIM”)
ClickForce Co., Ltd.
HopeTech Technologies Limited (“HopeTech”)
Alliance Digital Tech Co., Ltd. (“ADT”)
MeWorks LIMITED (HK) (“Meworks”)
Xiamen Sertec Business Technology Co., Ltd. (“Sertec”)
Panda Monium Company Ltd.
F-38
% of Ownership and
Voting Right
December 31
2013
2014
34
38
33
30
40
30
30
33
13
45
19
49
43
-
-
-
34
38
33
30
40
30
30
27
27
26
49
45
13
20
49
43
(Continued)
(Concluded)
None of the above associates is considered individually material to the Company. Aggregate information
of associates that are not individually material was as follows:
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
The Company’s share of the profit
The Company’s share of other comprehensive income
$
529
$
680
$
823
(loss)
(26 )
(35 )
5
The Company’s share of total comprehensive income
$
503
$
645
$
828
SNI was listed in December 2013. The fair value based on the closing market prices of SNI as of the
balance sheet date is as follows:
December 31
2013
NT$
2014
NT$
(In Millions)
SNI
$
2,545
$
2,868
SENAO disposed of 245 thousand shares of SNI in December 2013 and the gain of disposal of SNI was
recognized in profit or loss as follows:
Proceeds from disposal
Carrying amount of the disposed investment
Reclassification adjustment upon disposal - exchange differences arising from the translation
of the net investment in foreign operations
Profit or loss, net
Year Ended
December 31,
2013
NT$
(In Millions)
$
24
(9 )
(2 )
$
13
Chunghwa participated in the capital increase of So-net by investing $60 million in March 2013. The
ownership interest remains 30% after the capital increase.
Chunghwa did not participate in the capital increase of KWT in August and November 2014 and the
ownership interest decreased from 33% to 27% after the capital increase of KWT.
Chunghwa and Taiwan International Ports Corporation, Ltd. established TIPL in October 2014. Chunghwa
invested $80 million cash and held 27% ownership of TIPL. TIPL engages mainly in logistics service of
increasing cargo movement efficiency.
Chunghwa, President Chain Store Corporation and EasyCard Corporation established DZIM in May 2011.
DZIM reduced its capital to offset the deficits amounting to $131 million and made capital reduction of
$49 million during its stockholders’ meeting held on March 31, 2013. Chunghwa received $16 million
from the capital reduction. Chunghwa did not participate in the capital increase of DZIM in July 2013
and the ownership interest decreased from 33% to 13% after the capital increase of DZIM. Chunghwa
participated in the capital increase of DZIM by investing $49 million in April and June 2014. SENAO
participated in the capital increase of DZIM by investing $24 million in April 2014. As of December 31,
2014, the Company held 26% ownership of DZIM. DZIM engages mainly in information technology
F-39
service and general advertisement service.
Chunghwa International Yellow Pages participated in the capital increase of ClickForce Co., Ltd. by
investing $39 million and held 49% ownership in December 2014. ClickForce Co., Ltd. engages mainly
in advertisement services.
Chunghwa, Taiwan Mobile Corporation, Asia Pacific Telecom, Vibo Telecom, EasyCard Corporation and
Far EasTone Telecommunications established an associate, ADT, in November 2013. Chunghwa invested
$30 million cash and held 19% ownership of ADT. Based on the share of capital commitments, Chunghwa
has one seat out of five seats in the board of directors; therefore it has significant influence over ADT.
Chunghwa did not participate in the capital increase of ADT in April 2014 and the ownership interest
decreased from 19% to 13% after the capital increase of ADT. Chunghwa still has one seat out of five
seats in the board of directors; therefore it remains an investor with significant influence over ADT. ADT
engages mainly in the development of mobile payments and information processing service.
Prime Asia participated in the capital increase of MeWorks by investing $10 million and held 20%
ownership in May 2014. Based on the share of capital commitments, Prime Asia has two seats out of five
seats in the board of directors; therefore it has significant influence over MeWorks. MeWorks engages
mainly in investment business.
The Company’s share of profit (loss) and other comprehensive income (loss) of associates was recorded
based on audited financial statements of the associates for the years ended December 31, 2012, 2013 and
2014.
b. Investment in joint ventures
Investment in joint ventures was as follows:
Non-listed
Huada Digital Corporation (“HDD”)
Chunghwa Benefit One Co., Ltd.
(“CBO”)
Carrying Amount
December 31
2013
NT$
2014
NT$
(In Millions)
% of Ownership and
Voting Rights
December 31
2013
2014
$
-
$
228
$
219
38
228
$
257
50
-
50
50
Chunghwa invested in CBO in February 2014 at $50 million cash to acquire 50% of its shares and the
rest of 50% ownership interest was held by Benefit One Asia Pte. Ltd. (“BOA”), and each obtained half
of director seats. Thus, neither Chunghwa nor BOA obtained control over CBO. CBO engages mainly in
e-commerce business for employees of corporate members.
Summarized financial information of joint ventures that was not material to the Company was as follows:
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
The Company’s share of the loss
The Company’s share of other comprehensive income
The Company’s share of total comprehensive loss
$
-
$
(9 )
(9 )
$
-
$
(14)
(14)
2014
NT$
$
-
$
(21)
(21)
F-40
The Company’s share of loss of the joint venture was recorded based on audited financial statements for
the years ended December 31, 2012, 2013 and 2014.
17. PROPERTY, PLANT AND EQUIPMENT
December 31
2013
NT$
2014
NT$
(In Millions)
Carrying amount
Land
Land improvements
Buildings
Computer equipment
Telecommunications equipment
Transportation equipment
Miscellaneous equipment
Construction in progress and advances related to acquisition of equipment
$ 102,263
443
45,586
4,395
122,804
2,073
2,297
22,853
$ 102,774
413
44,398
4,010
126,309
1,616
2,200
20,930
$ 302,714
$ 302,650
Land
NT$
Land
Improvements
NT$
Buildings
NT$
Computer
Equipment
NT$
Telecommuni-
cations
Equipment
NT$
(In Millions)
Transportation
Equipment
NT$
Miscellaneous
Equipment
NT$
Construction
in Progress
and Advances
Related to
Acquisition of
Equipment
NT$
Total
NT$
Cost
Balance on January 1,
2012
Additions
Disposal
Effect of foreign
exchange differences
Other
Balance on
$ 102,122
-
(17 )
$
1,521
-
(5 )
$ 67,289
-
(47 )
$ 14,808
51
(921 )
$ 655,543
30
(11,204 )
$
-
92
-
32
-
187
(1 )
1,297
(1 )
25,008
2,527
1
(399 )
-
1,186
$
7,220
108
(417 )
$ 13,689
33,531
-
$ 864,719
33,721
(13,010 )
(1 )
678
(21 )
(28,516 )
(24 )
(36 )
December 31, 2012
$ 102,197
$
1,548
$ 67,429
$ 15,234
$ 669,376
$
3,315
$
7,588
$ 18,683
$ 885,370
Accumulated depreciation
and impairment
Balance on January 1,
2012
$
Depreciation Expenses
Disposal
Impairment losses
Effect of foreign
exchange differences
Other
-
Balance on
December 31, 2012
$
-
-
-
-
-
-
(1,017 )
(56 )
5
-
-
$
-
$ (19,670 )
(1,220 )
47
-
$ (10,919 )
(1,342 )
918
-
$ (531,243 )
(27,534 )
11,191
(281 )
$
-
18
-
(5 )
2
19
(1,254 )
(408 )
398
-
-
(6 )
$
$
(5,584 )
(461 )
416
(20 )
-
(22 )
-
$
(1,068 )
$ (20,825 )
$ (11,348 )
$ (547,846 )
$
(1,270 )
$
(5,671 )
$
-
-
-
-
-
-
$ (569,687 )
(31,021 )
12,975
(301 )
2
4
$ (588,028 )
Cost
Balance on January 1,
2013
Additions
Disposal
Effect of foreign
exchange differences
Other
Balance on
$ 102,197
-
(56 )
$
1,548
-
(9 )
$ 67,429
6
(18 )
$ 15,234
68
(1,132 )
$ 669,376
72
(14,778 )
$
-
122
-
8
-
141
2
1,824
7
28,441
3,315
1
(158 )
-
587
$
7,588
285
(439 )
$ 18,683
36,295
-
$ 885,370
36,727
(16,590 )
(9 )
990
-
(32,125 )
-
(12 )
December 31, 2013
$ 102,263
$
1,547
$ 67,558
$ 15,996
$ 683,118
$
3,745
$
8,415
$ 22,853
$ 905,495
(Continued)
F-41
Land
NT$
Land
Improvements
NT$
Buildings
NT$
Computer
Equipment
NT$
Telecommuni-
cations
Equipment
NT$
(In Millions)
Transportation
Equipment
NT$
Miscellaneous
Equipment
NT$
Construction
in Progress
and Advances
Related to
Acquisition of
Equipment
NT$
Total
NT$
Accumulated depreciation
and impairment
Balance on January 1,
2013
$
Depreciation Expenses
Disposal
Impairment losses
Effect of foreign
exchange differences
Other
-
Balance on
December 31, 2013
$
-
-
-
-
-
-
$
(1,068 )
(57 )
9
-
$ (20,825 )
(1,245 )
18
-
$ (11,348 )
(1,380 )
1,129
-
$ (547,846 )
(26,977 )
14,735
(254 )
$
-
12
-
80
(1 )
(1 )
22
6
(1,270 )
(550 )
158
-
-
(10 )
$
(5,671 )
(728 )
421
-
(27 )
(113 )
$
-
$
(1,104 )
$ (21,972 )
$ (11,601 )
$ (560,314 )
$
(1,672 )
$
(6,118 )
$
-
-
-
-
-
-
$ (588,028 )
(30,937 )
16,470
(254 )
(6 )
(26 )
$ (602,781 )
Cost
Balance on January 1,
2014
Additions
Disposal
Effect of foreign
exchange differences
Other
Balance on
$ 102,263
308
(26 )
$
1,547
-
(12 )
$ 67,558
136
(14 )
$ 15,996
30
(1,805 )
$ 683,118
130
(19,208 )
$
-
229
-
23
-
(80 )
2
1,095
102
30,934
3,745
1
(76 )
-
154
$
8,415
266
(539 )
$ 22,853
31,213
-
$ 905,495
32,084
(21,680 )
5
496
-
(33,136 )
109
(285 )
December 31, 2014
$ 102,774
$
1,558
$ 67,600
$ 15,318
$ 695,076
$
3,824
$
8,643
$ 20,930
$ 915,723
Accumulated depreciation
and impairment
Balance on January 1,
2014
$
Depreciation Expenses
Disposal
Impairment losses
Effect of foreign
exchange differences
Other
-
Balance on
December 31, 2014
$
-
-
-
-
-
-
(1,104 )
(53 )
12
-
-
$
-
$ (21,972 )
(1,252 )
13
-
$ (11,601 )
(1,473 )
1,800
-
$ (560,314 )
(27,704 )
19,194
-
$
-
9
(1 )
(33 )
(15 )
72
(1,672 )
(599 )
76
-
-
(13 )
$
$
(6,118 )
(799 )
461
-
(4 )
17
-
$
(1,145 )
$ (23,202 )
$ (11,308 )
$ (568,767 )
$
(2,208 )
$
(6,443 )
$
-
-
-
-
-
-
$ (602,781 )
(31,880
21,556
-
(20 )
52
$ (613,073 )
(Concluded)
The Company determined that some telecommunications equipment and miscellaneous equipment have
become obsolete and their recoverable amount determined on the basis of value in use was nil. Accordingly,
an impairment loss of $301 million, $254 million and $0.064 million was recognized for the years ended
December 31, 2012, 2013 and 2014, respectively. These assets were used in the Company’s mobile
communications business reportable segment.
Depreciation expense is computed using the straight-line method over the following estimated service lives:
Land improvement
Buildings
Main building
Other building facilities
Computer equipment
Telecommunications equipment
Telecommunication circuits
Telecommunication machinery and antennas equipment
Transportation equipment
Miscellaneous equipment
Leasehold improvements
Mechanical and air conditioner equipment
Others
F-42
8-30 years
35-60 years
3-20 years
2-8 years
2-30 years
2-30 years
3-10 years
2-6 years
3-16 years
3-10 years
18. INVESTMENT PROPERTIES
Carrying amount
Investment properties
December 31
2013
NT$
2014
NT$
(In Millions)
$
8,018
$
7,621
Cost
Balance on January 1, 2012
Reclassification
Balance on December 31, 2012
Accumulated depreciation and impairment
Balance on January 1, 2012
Depreciation expense
Recognized impairment loss
Reclassification
Balance on December 31, 2012
Cost
Investment
Properties
NT$
(In Millions)
$
9,249
11
$
9,260
$
(189 )
(16 )
(1,261 )
(5 )
$
(1,471 )
Balance on January 1, 2013 and December 31, 2013
$
9,260
Accumulated depreciation and impairment
Balance on January 1, 2013
Depreciation expense
Reversal of impairment loss
Balance on December 31, 2013
Cost
Balance on January 1, 2014
Disposal
Reclassification
Balance on December 31, 2014
Accumulated depreciation and impairment
Balance on January 1, 2014
Depreciation expense
Disposal
Reclassification
Balance on December 31, 2014
$
(1,471 )
(17 )
246
$
(1,242 )
$
9,260
(623 )
246
$
8,883
$
(1,242 )
(16 )
13
(17 )
$
(1,262 )
F-43
The fair values of investment properties were determined by reference to the appraisal reports conducted by
independent appraisers. Those appraisals are based on the comparison approach, income approach or cost
approach. Key assumptions and the fair values were as follows:
Fair value
Overall capital interest rate
Profit margin ratio
Discount rate
Capitalization rate
2013
NT$
December 31
(In Millions)
2014
NT$
$
17,501
1.46%-2.20%
12%-20%
1.36%
0.68%-2.02%
$
17,180
1.54%-2.36%
10%-20%
1.36%
0.44%-1.65%
After evaluating the investment properties, the Company determined that some land and buildings have
recoverable amount of $2,681 million, which was calculated based on the fair value less disposal costs of the
investment properties and based on the recent market prices of assets with similar age and obsolescence. These
assets were used in the Company’s domestic fixed communications business and mobile communications
business. Impairment loss was recognized amounted to $1,261 million for the year ended December 31, 2012.
After evaluating the investment properties, the Company determined that some fair value of land and
buildings increased during 2013 and have recoverable amount of $2,853 million, which was calculated based
on the fair value, $2,858 million less disposal costs of the investment properties, $5 million and based on
the recent market prices of assets with similar age and obsolescence. Therefore, the Company reversed a
portion of previously recognized impairment losses amounted to $246 million for the year ended December
31, 2013. These assets were used in the Company’s domestic fixed communications business and mobile
communications business.
The fair values of impaired investment properties were determined by reference to the appraisal reports
conducted by independent appraisers and are Level 3 in the hierarchy of valuations in IFRS 13. The appraisers
used comparison approach or cost approach to estimate the fair values. For comparison approach, the
valuation was based on observable inputs from comparable property transactions. For cost approach, the
overall capital interest rate, profit margin ratio and discount rate were used in measuring fair value. The fair
value less costs to sell is higher than the value in use and hence the recoverable amount of the relevant assets
has been determined on the basis of their fair value less costs to sell.
Key assumptions used for fair value of the investment properties with reversal of impairment loss were as
follows:
Overall capital interest rate
Profit margin ratio
Discount rate
December 31, 2013
NT$
(In Millions)
1.46%-2.20%
12%-20%
1.36%
LED disposed its investment property in October 2014. The disposal price is $1,230 million, related cost is
$625 million (including carrying value of $610 million and related disposal expense of $15 million), and the
disposal gain was $605 million.
Depreciation expense is computed using the straight-line method over the following estimated service lives:
F-44
Land improvements
Buildings
Main buildings
Other building facilities
8-30 years
35-60 years
4-10 years
All of the Company’s investment properties are held under freehold interest.
19. INTANGIBLE ASSETS
December 31
2013
NT$
2014
NT$
(In Millions)
$ 42,818
1,331
163
87
$ 41,150
1,399
163
113
$ 44,399
$ 42,825
3G and 4G
Concession
NT$
Computer
Software
NT$
Goodwill
NT$
(In Millions)
Others
NT$
Total
NT$
Carrying amount
3G and 4G concession
Computer software
Goodwill
Others
Cost
Balance on January 1, 2012
Additions-acquired separately
Disposal
$ 10,179
-
-
$ 1,733
630
(298 )
181
-
$
-
$
139
2
(24 )
$ 12,232
632
(322 )
Balance on December 31, 2012
$ 10,179
$ 2,065
$
181
$
117
$ 12,542
Accumulated amortization and
impairment
Balance on January 1, 2012
Amortization expenses
Disposal
Impairment loss
Effect of foreign exchange difference
$ (4,939 )
(748 )
-
-
-
(982 )
(366 )
298
-
$
-
Balance on December 31, 2012
$ (5,687 )
$ (1,050 )
Cost
Balance on January 1, 2013
Additions-acquired separately
Disposal
Effect of foreign exchange difference
$ 10,179
39,075
-
-
$ 2,065
796
(225 )
1
-
-
-
-
-
181
-
-
$
-
$
$
-
(33 )
(9 )
24
(5 )
$
-
$ (5,954 )
(1,123 )
322
(5 )
-
$
(23 )
$ (6,760 )
117
1
-
$
-
$ 12,542
39,872
(225 )
1
Balance on December 31, 2013
$ 49,254
$ 2,637
$
181
$
118
$ 52,190
(Continued)
F-45
3G and 4G
Concession
NT$
Computer
Software
NT$
Goodwill
NT$
(In Millions)
Others
NT$
Total
NT$
Accumulated amortization and
impairment
Balance on January 1, 2013
Amortization expenses
Disposal
Impairment loss
Effect of foreign exchange difference
$ (5,687 )
(749 )
-
-
-
$ (1,050 )
(481 )
225
-
-
-
-
-
(18 )
$
-
(23 )
(8 )
-
-
$
-
$ (6,760 )
(1,238 )
225
(18 )
-
Balance on December 31, 2013
$ (6,436 )
$ (1,306 )
$
(18 )
$
(31 )
$ (7,791 )
Cost
Balance on January 1, 2014
Additions-acquired separately
Disposal
Effect of foreign exchange difference
$ 49,254
-
-
-
$ 2,637
611
(56 )
-
181
-
-
$
-
118
33
-
$
-
$ 52,190
644
(56 )
-
Balance on December 31, 2014
$ 49,254
$ 3,192
$
181
$
151
$ 52,778
Accumulated amortization and
impairment
Balance on January 1, 2014
Amortization expenses
Disposal
Effect of foreign exchange difference
$ (6,436 )
(1,668 )
-
-
$ (1,306 )
(543 )
56
-
(18 )
-
-
$
-
(31 )
(7 )
-
$
-
$ (7,791 )
(2,218 )
56
-
Balance on December 31, 2014
$ (8,104 )
$ (1,793 )
$
(18 )
$
(38 )
$ (9,953 )
(Concluded)
For long-term business development, Chunghwa participated in mobile broadband (4G) license bidding
process announced by NCC and obtained certain spectrums. Chunghwa paid the 4G concession fee amounting
to $39,075 million in November 2013.
Except for goodwill, the amortization expense is computed using the straight-line method over the following
estimated service lives:
The computer software is amortized using the straight-line method over the estimated useful lives of 1 to 10
years.
The 3G and 4G concession fee are amortized on a straight-line basis from the date operations commence
through the date the license expires. The carrying amount of 3G concession fee will be fully amortized by
December 2018, and 4G concession fee will be fully amortized by December 2030. Goodwill is not amortized.
Other intangible assets are amortized using the straight-line method over the estimated useful lives of 3 to 20
years.
CHPT recognized an impairment loss of $5 million on the patent for the year ended December 31, 2012.
The Company did not recognize any impairment loss on goodwill for the year ended December 31, 2012 and
2014. Goodwill amounted to $18 million arising from the business combination of a subsidiary, CHI, which is
F-46
classified in other reportable segment, was fully impaired for the year ended December 31, 2013 because CHI
underwent organizational downsizing. The recoverable amount of the goodwill determined on the basis of
value in use was nil.
20. OTHER ASSETS
Spare parts
Refundable deposits
Other financial assets
Others
Current
Noncurrent
Current
Spare parts
Others
Noncurrent
Refundable deposits
Other financial assets
Others
December 31
2013
NT$
2014
NT$
(In Millions)
$
3,008
2,210
1,000
2,627
$
2,977
2,739
1,000
2,104
$
8,845
$
8,820
$
3,962
4,883
$
3,219
5,601
$
8,845
$
8,820
$
3,008
954
$
2,977
242
$
3,962
$
3,219
$
2,210
1,000
1,673
$
2,739
1,000
1,862
$
4,883
$
5,601
Other financial assets - noncurrent relates to the 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 would be returned
proportionately after the project was completed.
21. HEDGING DERIVATIVE LIABILITIES
December 31
2013
NT$
2014
NT$
(In Millions)
Cash flow hedge - forward exchange contracts
$
-
$
-
a. Cash flow hedges
The Company’s hedge strategy is to enter forward exchange contracts - buy to avoid its foreign currency
exposure to certain foreign currency denominated payments in the following six months. In addition,
the Company’s management considers the market condition to determine the hedge ratio, and enters into
F-47
forward exchange contracts with the banks to avoid the foreign currency risk.
The Company signed equipment purchase contracts with suppliers, and entered into foreign exchange
forward contracts in 2014 to avoid foreign currency risk exposure to Euro-denominated purchase
commitments. Those foreign exchange forward contracts were designated as cash flow hedges. For the
year ended December 31, 2014, loss arising from changes in fair value of the hedged items recognized
in other comprehensive income was $0.3 million. Upon the completion of the purchase transaction, the
amount deferred and recognized in equity initially will be reclassified into equipment as its carrying value.
The outstanding foreign exchange forward contracts at the balance sheet date were as follows:
Currency
Maturity Period
Contract Amount (Millions)
December 31, 2014
Forward exchange contracts - buy
EUR/NT$
2015.3
EUR2/NT$91
The Company did not have any outstanding forward exchange contracts applied to hedge accounting for
the year ended December 31, 2013.
Losses arising from the hedging derivative instruments reclassified from equity to initial cost of the non-
financial asset in 2014 were $18 million.
b. Fair value hedges
The Company engages in fair vale hedge transactions to manage the foreign currency exposure of
available-for-sale financial assets-foreign open-end mutual funds denominated in U.S. dollar.
There were no outstanding fair value hedge transactions as of December 31, 2013 and 2014.
22. SHORT-TERM LOANS
Unsecured loans
Annual interest rates
December 31
2013
NT$
2014
NT$
(In Millions)
$
254
1.18%-2.40%
$
564
1.25%-2.40%
23. LONG-TERM LOANS (INCLUDING LONG-TERM LOANS - CURRENT PORTION)
December 31
2013
NT$
2014
NT$
(In Millions)
$
1,700
300
$
1,400
$
-
$
1,900
1,900
Secured loans (Note 41)
Less: Current portion of long-term loans
F-48
The annual interest rates of loans were as follows:
December 31
2013
2014
Secured loans
1.15%-2.10%
1.13%-2.35%
LED obtained a secured loan from Chang Hwa Bank in September 2010. Interest is paid monthly. $300
million and $1,350 million were originally due in December 2014 and September 2015, respectively. In
October 2014, the bank borrowing mentioned above was extended to September 2018 for one time repayment.
LED obtained another secured loan from Chang Hwa Bank in December 2012 for $400 million which will be
due in December 2017; LED has made an early repayment of $300 million and $50 million in February 2013
and May 2013, respectively.
CHPT entered into a secured loan contract of $348 million with Bank of Taiwan in April 2014, interest will be
paid monthly, amortization of principle will begin in June 2016, and the contract will expire in April 2029. By
the end of 2014, the Company made early repayment of $148 million.
24. TRADE NOTES AND ACCOUNTS PAYABLE
2013
NT$
December 31
(In Millions)
2014
NT$
Trade notes and accounts payable
$
15,589
$
18,519
Trade notes and accounts payable were arising from operating activities, and the trading term and conditions
were agreed separately.
25. OTHER PAYABLES
Other payables
December 31
2013
NT$
2014
NT$
(In Millions)
Accrued salary and compensation
Payables to contractors
Accrual amounts for bonuses to employees and remuneration to directors
$
10,336
2,733
$
and supervisors
Accrued franchise fees
Amounts collected for others
Payables to equipment suppliers
Accrued maintenance costs
Others
980
2,009
1,326
1,820
991
6,597
9,122
2,629
1,680
1,585
1,330
1,182
868
5,939
$
26,792
$
24,335
F-49
26. PROVISIONS
Warranties
Employee benefits
Others
Current
Noncurrent
December 31
2013
NT$
2014
NT$
(In Millions)
$
$
$
$
201
47
4
252
129
123
252
$
$
$
$
212
55
5
272
179
93
272
Warranties
NT$
Employee
Benefits
NT$
Others
NT$
Total
NT$
(In Millions)
Balance on January 1, 2012
Additional provisions recognized
Used during the period
Unused amounts reversed
Balance on December 31, 2012
Balance on January 1, 2013
Additional provisions recognized
Used during the period
Balance on December 31, 2013
Balance on January 1, 2014
Additional provisions recognized
Used during the period
Unused amounts reversed
$
$
$
$
$
148
166
(92 )
(1 )
221
221
153
(173 )
201
201
192
(174 )
(7 )
Balance on December 31, 2014
$
212
$
-
$
$
-
$
$
-
$
33
9
-
42
42
5
47
47
8
-
55
$
-
$
$
-
$
$
-
$
1
2
-
3
3
1
4
4
1
-
5
$
$
$
$
$
182
177
(92 )
(1 )
266
266
159
(173 )
252
252
201
(174 )
(7 )
$
272
a. The provision for warranty claims represents the present values of the management’s best estimate of the
future outflow of economic benefits that will be required under the Company’s obligation for warranties in
sales agreements. The estimate has been made based on the historical warranty experience.
b. The provision for employee benefits represents vested long-term service leave entitlements accrued.
27. ADVANCE RECEIPTS
Advance receipts are mainly from advance telecommunication charges. In accordance with NCC’s regulation
named “Mandatory and Prohibitory Provisions To Be Included In Standard Contracts for Telecommunication
Goods (Services) Coupons”, the Company entered into a contract with Bank of Taiwan. Bank of Taiwan
provided a performance guarantee for advance receipts from selling prepaid cards amounting to $1,058 million
and $1,022 million as of December 31, 2013 and 2014, respectively.
F-50
28. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
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 6% of monthly salaries and wages. Its foreign subsidiaries
would make monthly contributions based on the local pension requirements. The amounts recognized as
expenses for defined contribution plans were $311 million, $375 million and $441 million for the years
ended December 31, 2012, 2013 and 2014, respectively.
b. Defined benefit plans
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 on behalf
of MOTC 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
such receivable from MOTC in other current monetary assets.
The Company’s pension plan under the Labor Standards Law is considered as a defined benefit plan
that provide benefits based on an employee’s length of service and average last six-month salary prior to
retirement. Chunghwa and its subsidiaries contribute an amount no more than 15% of salaries paid each
month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund
Supervisory Committee (the Committee) and deposited in the names of the Committees in the Bank of
Taiwan. To meet the minimum funding requirement, the Company is to make monthly contributions of at
least 2% of eligible employees.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation
were carried out at December 31, 2014 by an independent actuary. The present value of the defined benefit
obligation, and the related current service cost and past service cost, were measured using the Projected
Unit Credit Method.
The principal assumptions used for the purpose of the actuarial valuations were as follows:
Discount rates
Expected rates of salary increase
Measurement Date
December 31
2013
2014
2.00%
1.00%-2.75%
2.00%
1.00%-2.00%
Components of defined benefit cost in respect of these defined benefit plans are as follows:
Current service cost
Net interest expense
Loss arising from settlements
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
2,836
26
$
-
2,906
53
$
-
$
2,920
94
76
(Continued)
F-51
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Components of defined benefit costs recognized in profit
or loss
$
2,862
$
2,959
$
3,090
Remeasurement on the net defined benefit liability:
Return on plan assets
Actuarial gains and losses arising from changes in
demographic assumptions
Actuarial gains and losses arising from changes in
financial
assumptions
Actuarial gains and losses arising from experience
adjustments
Components of defined benefit costs recognized in other
comprehensive income
132
534
300
573
1,539
(226 )
(3 )
(858 )
1,704
617
(52 )
4
(5 )
545
492
An analysis by function
Operating cost
Marketing expenses
General and administrative expenses
Research and development expenses
$
4,401
$
3,576
$
3,582
$
1,719
803
158
105
$
1,762
858
162
100
$
2,785
$
2,882
$
1,849
888
169
106
$
3,012
(Concluded)
The cumulative amount of actuarial gains and losses recognized in other comprehensive income as of
December 31, 2012, 2013 and 2014 was $1,539 million, $2,156 million and $2,648 million, respectively.
The amount included in the consolidated balance sheets arising from the Company’s obligation in respect
of its defined benefit plans is as follows:
Present value of funded defined benefit obligation
Fair value of plan assets
Net liability arising from defined benefit obligation
Accrued pension liabilities
Prepaid pension cost (included in other noncurrent assets - others)
December 31
2013
NT$
2014
NT$
(In Millions)
$
$
$
25,457
(19,982 )
5,475
5,482
(7 )
$
$
$
27,958
(21,496 )
6,462
6,470
(8)
$
5,475
$
6,462
F-52
Movements in the present value of the defined benefit obligation in the current year were as follows:
Balance, beginning of the year
Current service cost
Interest cost
Remeasurement on the net defined benefit liability:
Actuarial gains and losses arising from changes in
demographic assumptions
Actuarial gains and losses arising from changes in
financial assumptions
Actuarial gains and losses arising from experience
adjustments
Benefits paid from plan assets
Benefits paid directly by the Company
Settlement
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
18,697
2,836
321
$
22,100
2,906
347
$
25,457
2,920
509
534
300
573
(1,026 )
(135 )
-
(3 )
(858 )
1,704
(632 )
(107 )
-
4
(5 )
545
(454 )
(101 )
(917 )
Balance, end of the year
$
22,100
$
25,457
$
27,958
Movements in the fair value of the plan assets were as follows:
Balance, beginning of the year
Interest income
Return on plan assets
Contributions from employer
Benefits paid from plan assets
Settlement
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
15,750
295
(132 )
2,641
(1,026 )
$
-
17,528
294
226
2,566
(632 )
$
-
$
19,982
415
52
2,486
(454 )
(985 )
Balance, end of the year
$
17,528
$
19,982
$
21,496
The major categories of plan assets and the fair value of plan assets at the end of the reporting period for
each category, were as follows:
Stock and beneficiary certificates
Fixed income investments
Cash
Others
Fair Value of Plan Assets
December 31
2013
NT$
2014
NT$
(In Millions)
$
8,946
6,310
4,568
158
$
10,681
6,096
4,110
609
$
19,982
$
21,496
Under the Labor Standards Law, the rate of return on assets shall not be less than the average interest
rate on a two-year time deposit published by the local banks and the government is responsible for any
F-53
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 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.
Significant actuarial assumptions for the determination of the defined obligation are discount rate and
expected salary increase. The sensitivity analyses below have been determined based on reasonably
possible changes of the respective assumptions occurring at the end of the reporting period, while holding
all other assumptions constant.
If the discount rate is 0.5% higher, the defined benefit obligation would decrease by $1,061 million. If the
discount rate is 0.5% lower, the defined benefit obligation would increase by $1,131 million.
If the expected salary growth increases by 0.5%, the defined benefit obligation would increase by $1,134
million. If the expected salary growth decreases by 0.5%, the defined benefit obligation would decrease by
$1,129 million.
The sensitivity analysis presented above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another
as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation
has been calculated using the projected unit credit method at the end of the reporting period, which is the
same as that applied in calculating the defined benefit obligation liability recognized in the consolidated
balance sheets.
There is no change in the methods and assumptions used in preparing the sensitivity analyses from the
previous period.
The average duration of the benefit obligation at December 31, 2014 is from 8 to 14 years.
The Company’s maturity analysis of the benefit payments was as follows:
Year
2015
2016
2017
2018
2019 and thereafter
Amount
NT$
(In Millions)
$
1,395
2,366
3,751
5,145
36,388
The Company expects to make a contribution of $2,508 million to the defined benefit plans in the next
twelve months starting from December 31, 2014.
29. EQUITY
a. Share capital
1) Common stock
Number of authorized shares
Authorized shares
Number of shares issued and outstanding
Issued and outstanding shares
F-54
December 31
2013
NT$
2014
NT$
(In Millions)
12,000
120,000
7,757
77,574
$
$
12,000
120,000
7,757
77,574
$
$
The issued common stock of a par value at $10 per share entitled the right to vote and receive dividends.
2) Global depositary receipts
For the purpose of privatizing Chunghwa, the MOTC sold 1,110 million shares of common stock of
Chunghwa in an international offering of securities in the form of American Depositary Shares (“ADS”)
amounting to 111 million units (one ADS represents ten shares of common stock) on the New York
Stock Exchange on July 17, 2003. Afterwards, the MOTC sold 1,351 million common shares in the
form of ADS amounting to 135 million units on August 10, 2005. Subsequently, the MOTC and Taiwan
Mobile Co., Ltd. sold 505 million and 59 million common shares of Chunghwa, respectively, in the
form of ADS totally amounting to 56 million units on September 29, 2006. The MOTC and Taiwan
Mobile Co., Ltd. have sold 3,025 million common shares in the form of ADS amounting to 302 million
units. As of December 31, 2014, there were 25 million ADSs outstanding, which represent 247 million
common shares, representing 3.18% of Chunghwa’s total outstanding common shares.
The ADS holders generally have the same rights and obligations as other common stockholders, subject
to the provision of relevant laws. The exercise of such rights and obligations shall comply with the
related regulations and deposit agreement, which stipulate, among other things, that ADS holders can,
through deposit agents:
a) Exercise their voting rights,
b) Sell their ADSs, and
c) Receive dividends declared and subscribe to the issuance of new shares.
b. Addition paid-in capital
The adjustment of additional paid-in capital for the years ended December 31, 2013 and 2014 were as
follows:
Movements
of Paid-
in Capital
Arising from
Changes in
Equities of
Subsidiaries
NT$
Share
Premium
NT$
Balance on January 1, 2012
Exercise of employee stock option of a
subsidiary
$ 148,211
$
-
-
Balance on December 31, 2012
$ 148,211
$
Balance on January 1, 2013
Cash distributed from additional paid-in
$ 148,211
$
capital
Exercise of employee stock option of
subsidiaries
Employee stock bonus issued by a
(5,589 )
-
subsidiary
-
-
Balance on December 31, 2013
$ 142,622
$
Balance on January 1, 2014
Cash distributed from additional paid-in
$ 142,622
$
capital
(16,577 )
-
-
-
-
-
-
-
-
Share-based
Payment
Transactions
NT$
Donated
Capital
NT$
(In Millions)
Stockholders’
Contribution
Due to
Privatization
NT$
Total
NT$
$
$
$
-
5
5
5
-
6
$
13
$ 20,648
$ 168,872
-
-
5
$
13
$ 20,648
$ 168,877
$
13
$ 20,648
$ 168,877
-
-
-
-
(5,589 )
6
-
-
-
-
$
11
$
13
$ 20,648
$ 163,294
$
11
$
13
$ 20,648
$ 163,294
-
-
-
(16,577 )
(Continued)
F-55
Movements
of Paid-
in Capital
Arising from
Changes in
Equities of
Subsidiaries
NT$
Share
Premium
NT$
Share-based
Payment
Transactions
NT$
Donated
Capital
NT$
(In Millions)
Stockholders’
Contribution
Due to
Privatization
NT$
Total
NT$
Change in additional paid-in capital
from share subscription not based on
original ownership of a subsidiary
Employee stock bonus issued by a
subsidiary
$
-
-
$
3
$
-
$
-
$
-
$
3
-
-
-
-
-
Balance on December 31, 2014
$ 126,045
$
3
$
11
$
13
$ 20,648
$ 146,720
(Concluded)
Additional paid-in capital may only be utilized to offset deficits. However, the additional paid-in capital
from shares issued in excess of par and donations may be distributed in cash or capitalized when a
company has no deficit, which however is limited to a certain percentage of Chunghwa’s paid-in capital.
Additional paid-in capital from investments accounted for using equity method may not be used for any
purpose.
c. Retained earnings and dividends policy
Before distributing a dividend or making any other distribution to stockholders, Chunghwa must pay
all outstanding taxes, offset deficits in prior years and set aside a legal reserve equal to 10% of its net
income, and depending on its business needs or requirements, may also set aside or reverse special
reserves. In accordance with Chunghwa’s Articles of Incorporation, no less than 50% of the remaining
earnings comprising remaining balance of net income, if any, plus cumulative undistributed earnings shall
be distributed in the following order: (a) from 2% to 5% of distributable earnings shall be distributed
to employees as employee bonus; (b) no more than 0.2% of distributable earnings shall be distributed to
board of directors and supervisors as remuneration; and (c) cash dividends to be distributed shall not be
less than 50% of the total amount of dividends to be distributed. If cash dividend to be distributed is less
than $0.10 per share, such cash dividend shall be distributed in the form of common stocks.
For the years ended December 31, 2012, 2013 and 2014, the accrual amounts for bonuses to employees
and remuneration to directors and supervisors were accrued based on past experiences and the probable
amount to be paid in accordance with Chunghwa’s Articles of Incorporation and Implementation Guidance
for the Employee’s Bonus Distribution of Chunghwa Telecom Co., Ltd.
If the initial accrual amounts of the aforementioned bonus are significantly different from the amounts
proposed by the board of directors, the difference is charged to the earnings of the year making the
initial estimate. Otherwise, the difference between initial accrual amount and the amount resolved in the
shareholders’ meeting is charged to the earnings of the following year as a result of change in accounting
estimate. If the shareholders’ meeting approved to distribute the employee bonus as stocks, the share
number of the stock bonus were determined by the amount of bonus divided by the fair value of the
common stocks which was the closing market prices one day before shareholders’ meeting after taking into
account the effects of ex-rights and ex-dividends.
Special reserve was appropriated in accordance with the relevant laws and regulations or as requested by
local authority. Pursuant to existing regulations, the Company is required to set aside additional special
reserve equivalent to debit balances under stockholder’s equity. For subsequent decrease in the deduction
amount to stockholder’s equity, the decreased amount could be reversed from the special reserve to
retained earnings.
F-56
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 25% of the Company’s paid-in capital, the excess may be transferred
to capital or distributed in cash.
Except for non-ROC resident shareholders, all shareholders receiving the dividends are entitled a tax
credit equal to their proportionate share of the income tax paid by the Company. Starting from 2015, the
allowed tax credit is adjusted to 50% of the income tax paid in the ROC by the Company for ROC resident
shareholders.
The appropriations and distributions of the 2012 and 2013 earnings of Chunghwa have been approved by
the stockholders on June 25, 2013 and June 24, 2014 as follows:
Appropriation of Earnings
Dividends Per Share
For Fiscal Year
2012
NT$
For Fiscal Year
2013
NT$
For Fiscal
Year 2012
NT$
For Fiscal
Year 2013
NT$
(In Millions)
$
3,990
-
35,913
$
2,074
144
18,526
$4.63
$2.39
Legal reserve
Special reserve
Cash dividends
The stockholders of Chunghwa resolved to distribute cash $0.72 per share and the total amount of $5,589
million from additional paid-in capital on June 25, 2013. Such amount was subsequently paid in August
2013.
The stockholders of Chunghwa resolved to distribute cash $2.14 per share and the total amount of $16,577
million from additional paid-in capital on June 24, 2014. Such amount was subsequently paid in August
2014.
The bonuses to the employees and remuneration to the directors and supervisors of the 2012 and 2013
approved by the board of directors and the stockholders on June 25, 2013 and June 24, 2014 were as
follows:
Bonus distributed to the employees
Remuneration paid to the directors and supervisors
2012
Cash Bonus
NT$
2013
Cash Bonus
NT$
(In Millions)
$
1,533
37
$
759
19
There was no difference between the initial accrual amounts and the amounts resolved in shareholders’
meeting of the aforementioned bonuses to employees and the remuneration to directors and supervisors on
June 25, 2013 and June 24, 2014.
Chunghwa’s distributable earnings, bonus distributed to the employees and remuneration paid to the
directors and supervisors as of the end of the period were based on the consolidated financial statements
of 2012 prepared in conformity with the pre-revised Guidelines Governing the Preparation of Financial
Reports by Securities Issuers and accounting principles generally accepted in the ROC (“ROC GAAP”).
The appropriations of earnings for 2014 had been approved by Chunghwa’s board of directors on February
13, 2015. The appropriations and dividends per share were as follows:
F-57
Legal reserve
Reversal of special reserve
Cash dividends
For Fiscal Year 2014
Appropriation of
Earnings
NT$
(In Millions)
Dividends
Per Share
NT$
$
681
(144 )
37,673
$4.86
The appropriations of earnings, the bonus to employees, and the remuneration to directors and supervisors
for 2014 are subject to the resolution of the shareholders’ meeting to be held on June 26, 2015.
Information of the appropriation of Chunghwa’s earnings, employees bonuses and remuneration to
directors and supervisors resolved by the board of directors and approved by the stockholders is available
on the Market Observation Post System website.
d. Other equity items
1) Exchange differences arising from the translation of the foreign operations
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.
2) Unrealized gain (loss) on available-for-sale financial assets
Beginning balance
Unrealized gain (loss) on available-for-sale
financial assets
Income tax relating to unrealized gain (loss) on
available-for-sale financial assets
Amount reclassified from equity to profit or loss
on disposal
Amount reclassified from equity to impairment loss
Ending balance
$
258
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
68
$
258
$
(150 )
192
-
(26 )
24
(560 )
(6 )
158
(150 )
-
$
926
3
(39)
740
-
$
Unrealized gain (loss) on available-for-sale financial assets were accumulated gains and losses on the
available-for-sale financial assets measured at fair value, which were recognized in other comprehensive
income and were included in the calculation of the related disposal gain and loss or impairment loss of
such financial assets upon reclassified to profits or losses.
e. Noncontrolling interests
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
4,181
$
4,336
$
4,846
Beginning balance
Attributable to noncontrolling interests
Cash dividends paid by subsidiaries to noncontrolling
F-58
interests
(893 )
(811 )
(797 )
(Continued)
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Net income of current period
Actuarial gains (loss) on the defined benefit plans
Income tax related to actuarial gains and losses
Exchange differences arising from the translation of
the net investment in foreign operations
Share of exchange differences arising from the
translation of the net investment in foreign
operations of associates
Unrealized gain (loss) on available-for-sale
financial assets
Income tax relating to unrealized loss on available-
for-sale financial assets
Exercise of employee stock option of subsidiaries
Compensation cost of employee stock options of a
subsidiary
Employee stock bonus issued by a subsidiary
Increase (decrease) in noncontrolling interests
$
1,125
(20 )
2
$
1,124
3
(1 )
$
(7 )
(1 )
2
-
38
-
-
(91 )
27
3
11
(1 )
44
70
2
39
597
(3 )
1
24
5
(9 )
-
-
93
5
162
Ending balance
$
4,336
$
4,846
$
4,924
(Concluded)
30. REVENUE
The main source of revenue of the Company includes various telecommunications services in various different
streams, and the related information were as discussed in Note 43.
31. NET INCOME AND OTHER COMPREHENSIVE INCOME (LOSS)
a. Other income and expenses
Gain (loss) on disposal of property, plant and
equipment, net
Gain on disposal of investment properties
Impairment loss on property, plant and equipment
Reversal gain (impairment loss) on investment
properties
Impairment loss on intangible assets
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
(2 )
-
(301 )
(1,261 )
(5 )
$
85
-
(254 )
246
(18 )
$
(1,569 )
$
59
$
-
$
26
605
-
-
631
F-59
b. Other income
Income from Piping Fund
Dividends income
Rental income
Others
c. Other gains and losses
Net foreign currency exchange gains (losses)
Gain on disposal of financial instruments, net
Gain (loss) on disposal of investments accounted for
using equity method
Valuation gain (loss) on financial instruments at fair
value through profit or loss, net
Loss arising on derivatives as designated hedging
instruments in fair value hedges, net
Gain arising on adjustments for hedged item
attributable to the hedged risk in a designated fair
value hedge accounting relationship, net
Impairment losses on available-for-sale financial assets
Others
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
-
21
43
377
$
-
79
43
234
$
200
78
45
264
$
441
$
356
$
587
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
34
113
$
(100 )
76
$
-
(1 )
-
-
(203 )
(82 )
13
(1)
(93 )
93
(66 )
(46 )
201
46
(7 )
1
-
-
(23 )
(94 )
$
(139 )
$
(124 )
$
124
d. Impairment loss (reversal gain) on financial instruments
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Notes and accounts receivable
Other receivables
Available-for-sale financial assets
$
$
$
(1,473 )
22
203
$
$
$
239
14
66
$
$
$
292
34
23
F-60
e. Impairment loss (reversal gain) on non-financial assets
Inventories
Property, plant and equipment
Investment properties
Intangible assets
f. Depreciation and amortization expenses
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
$
$
$
113
301
1,261
5
$
$
$
$
203
254
(246 )
18
$
$
$
$
288
-
-
-
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Property, plant and equipment
Investment properties
Intangible assets
$
31,021
16
1,123
$
30,937
17
1,238
$
31,880
16
2,218
Total depreciation and amortization expenses
$
32,160
$
32,192
$
34,114
Depreciation expenses summarized by functions
Operating costs
Operating expenses
Amortization expenses summarized by functions
Operating costs
Operating expenses
g. Employee benefit expenses
Post-employment benefit
Defined contribution plans
Defined benefit plans
Share-based payment
Equity-settled share-based payment
Other employee benefit
Salaries
Insurance
Other
$
29,089
1,948
$
28,813
2,141
$
29,682
2,214
$
31,037
$
30,954
$
31,896
$
865
258
$
987
251
$
1,915
303
$
1,123
$
1,238
$
2,218
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
311
2,785
3,096
$
-
24,333
2,288
14,679
41,300
375
2,882
3,257
70
24,942
2,450
14,411
41,803
$
441
3,012
3,453
93
24,857
2,565
15,659
43,081
(Continued)
F-61
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Total employee benefit expenses
$
44,396
$
45,130
$
46,627
Summary by functions
Operating costs
Operating expenses
$
24,928
19,468
$
25,038
20,092
$
26,362
20,265
$
44,396
$
45,130
$
46,627
(Concluded)
As of December 31, 2013 and 2014, the Company had 32,187 and 32,596 employees, respectively.
h. Components of others comprehensive income - unrealized gain (loss)
Unrealized gain (loss) on available-for-sale financial
assets arising during the year
Reclassification adjustments
Upon disposal
Upon impairment
Cash flow hedges
Losses arising during the year
Adjusted against the carrying amount of hedged
items
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
209
$
(548 )
(44 )
27
192
-
-
$
$
-
$
156
(392 )
-
-
-
$
$
-
$
$
-
$
$
$
925
(47 )
878
(18 )
18
-
32. INCOME TAX
a. Income tax recognized in profit or loss
The major components of income tax expense are as follows:
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Current tax
Current tax expenses recognized for the current
period
$
7,960
$
8,138
$
7,516
Income tax expense (benefit) of unappropriated
earnings
Income tax adjustments on prior years
(676 )
32
(1,704 )
124
1,626
4
(Continued)
F-62
Others
Deferred tax
2012
NT$
$
24
7,340
Year Ended December 31
2013
NT$
(In Millions)
21
$
6,579
2014
NT$
$
41
9,187
Deferred tax expense recognized for the current
period
(4 )
(101 )
(202 )
Income tax recognized in profit or loss
$
7,336
$
6,478
$
8,985
(Concluded)
A reconciliation of income tax expense calculated at the statutory rate and income tax expense was as
follows:
Income before income tax
Income tax expense calculated at the statutory rate
(17%)
Nondeductible expenses in determining taxable
income
Imputed income on tax
Unrecognized deductible temporary difference
Unrecognized loss carryforwards
Tax-exempt income
Income tax expense (benefit) of unappropriated
earnings
Investment credits
Effect of different tax rates of group entities operating
in other jurisdictions
Income tax adjustments on prior years
Others
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
49,953
$
49,096
$
46,552
8,492
8,346
7,914
221
2
(177 )
107
(321 )
(676 )
(400 )
(1 )
32
57
(2)
2
67
129
(265 )
(1,704 )
(233 )
(10 )
124
24
47
1
(66 )
161
(399 )
1,626
(314 )
(25 )
4
36
Income tax expense recognized in profit or loss
$
7,336
$
6,478
$
8,985
The applicable tax rate used above is the corporate tax rate of 17% payable by the entities subject to the
Income Tax Law of the Republic of China, while the applicable tax rate used by subsidiaries in China is
25%. Tax rates used by other entities in the Company operating in other jurisdictions are based on the tax
laws in those jurisdictions.
F-63
b. Income tax recognized in other comprehensive income
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Deferred tax benefit
In respect of the current year:
Unrealized (gain) loss on available-for-sale
financial assets
Actuarial gains and losses on defined benefit plan
$
-
(265 )
$
6
(105 )
$
(3 )
(84 )
Income tax recognized in other comprehensive
incomes
$
(265 )
$
(99 )
$
(87 )
c. Current tax assets and liabilities
December 31
2013
NT$
2014
NT$
(In Millions)
Current tax assets
Tax refund receivable (included in other current assets-others)
$
1
$
333
Current tax liabilities
Income tax payable
d. Deferred income tax assets and liabilities
$
6,171
$
6,982
The movements of deferred income tax assets and deferred income tax liabilities were as follows:
For the year ended December 31, 2012
Deferred Income Tax Assets
Temporary differences
Defined benefit obligation
Share of the profit of associates
and joint venture accounted
for using equity method
Deferred revenue
Valuation loss on inventory
Impairment loss on property,
plant and equipment
Accrued award credits liabilities
Estimated warranty liabilities
Unrealized foreign exchange
loss (gain), net
Others
January 1,
2012
NT$
Recognized in
Profit or Loss
NT$
Recognized
in Other
Comprehensive
Income
NT$
December 31,
2012
NT$
(In Millions)
$
495
$
13
$
265
$
773
41
334
62
12
14
8
-
13
979
$
48
(102 )
(18 )
47
(2 )
18
19
4
27
$
-
-
-
-
-
-
-
-
$
265
$
89
232
44
59
12
26
19
17
1,271
(Continued)
F-64
Deferred Income Tax Assets
Loss carryforwards
Investment credits
Deferred Income Tax Liabilities
Temporary differences
Land value incremental tax
Unrealized foreign exchange
loss (gain), net
Others
January 1,
2012
NT$
Recognized in
Profit or Loss
NT$
Recognized
in Other
Comprehensive
Income
NT$
December 31,
2012
NT$
$
74
3
$
1,056
$
-
$
(In Millions)
$
(42 )
-
-
$
32
3
(15 )
$
265
$
1,306
(Concluded)
January 1,
2012
NT$
Recognized in
Profit or Loss
NT$
Recognized
in Other
Comprehensive
Income
NT$
December 31,
2012
NT$
(In Millions)
$
(95 )
(13 )
(3 )
$
(111 )
$
-
$
-
13
13
$
-
$
-
-
-
$
(95 )
-
(3 )
$
(98 )
For the year ended December 31, 2013
Deferred Income Tax Assets
December 31,
2012
NT$
Recognized in
Profit or Loss
NT$
Recognized
in Other
Comprehensive
Income
NT$
December 31,
2013
NT$
(In Millions)
Temporary differences
Defined benefit obligation
Share of the profit of associates
and joint venture accounted
for using equity method
Deferred revenue
Allowance for doubtful receivables
Valuation loss on inventory
Impairment loss on property,
plant and equipment
Accrued award credits liabilities
Estimated warranty liabilities
Unrealized foreign exchange
loss (gain), net
Others
Loss carryforwards
Investment credits
$
773
$
50
$
105
$
928
89
232
2
44
59
12
26
19
15
1,271
32
3
86
(45 )
-
12
-
9
(2 )
(8 )
1
103
(5 )
(3 )
$
1,306
$
95
-
-
-
-
-
-
-
-
105
-
105
-
-
$
175
187
2
56
59
21
24
11
16
1,479
27
1,506
-
$
F-65
Deferred Income Tax Liabilities
December 31,
2012
NT$
Recognized in
Profit or Loss
NT$
Recognized
in Other
Comprehensive
Income
NT$
December 31,
2013
NT$
(In Millions)
Temporary differences
Land value incremental tax
Valuation gain on financial
instruments, net
Others
$
(95 )
$
-
(3 )
$
(98 )
$
-
-
3
3
$
-
$
-
(6 )
(6 )
$
-
$
(95 )
(6 )
(101 )
For the year ended December 31, 2014
Deferred Income Tax Assets
December 31,
2013
NT$
Recognized in
Profit or Loss
NT$
Recognized
in Other
Comprehensive
Income
NT$
December 31,
2014
NT$
(In Millions)
$
928
$
84
$
84
$
1,096
Temporary differences
Defined benefit obligation
Share of the profit of associates
and joint venture accounted
for using equity method
Deferred revenue
Allowance for doubtful receivables
Valuation loss on inventory
Impairment loss on property,
plant and equipment
Accrued award credits liabilities
Estimated warranty liabilities
Unrealized foreign exchange
loss (gain), net
Others
Loss carryforwards
175
187
2
56
59
21
24
11
16
1,479
27
102
(31 )
112
(15 )
(27 )
7
(5 )
(11 )
18
234
2
$
1,506
$
236
-
-
-
-
-
-
-
-
84
84
-
-
$
277
156
114
41
32
28
19
-
34
1,797
29
$
1,826
Recognized
in Other
Comprehensive
Income
NT$
December 31,
2014
NT$
Deferred Income Tax Liabilities
December 31,
2013
NT$
Recognized in
Profit or Loss
NT$
(In Millions)
Temporary differences
Land value incremental tax
Unrealized foreign exchange
gain, net
Valuation loss (gain) on financial
instruments, net
Others
$
(95 )
$
-
-
(6 )
(29 )
-
(5 )
(101 )
$
(34 )
-
$
$
-
$
-
-
3
3
$
(95 )
(29 )
(3 )
(5 )
$
(132 )
F-66
e. Items for which no deferred income tax assets have not been recognized
December 31
2013
NT$
2014
NT$
(In Millions)
Loss carryforwards
Expire in 2016
Expire in 2017
Expire in 2018
Expire in 2019
Expire in 2020
Expire in 2021
Expire in 2022
Expire in 2023
Expire in 2024
Deductible temporary differences
f. Information about unused loss carryforwards
$
-
$
$
38
65
130
-
-
-
4
-
237
67
As of December 31, 2014, unused loss carryforwards was comprised of:
Remaining Creditable
Amount
NT$ (In Millions)
$
38
65
130
170
8
10
1
2
3
$
427
$
-
$
$
38
65
130
164
-
-
1
-
398
1
Expiry Year
2016
2017
2018
2019
2020
2021
2022
2023
2024
g. The related information under the Integrated Income Tax System is as follows:
Imputation credit account
All Chunghwa’s earnings generated prior to June 30, 1988 have been appropriated.
December 31
2013
NT$
2014
NT$
(In Millions)
Balance of Imputation Credit Account (“ICA”)
$
4,102
$
7,845
The creditable ratio for distribution of earnings of 2013 and 2014 was 20.48% and 20.48% (expected
ratio), respectively.
F-67
When Chunghwa appropriated the earnings generated in and after 1998, the imputation credit allocated
to local shareholders’ was based on the creditable rate as of the date of the dividends distribution date.
The actual imputation credits allocated to shareholders of the Chunghwa was based on the balance of
the Imputation Credit Accounts (ICA) as of the date of dividend distribution. Therefore, the expected
creditable ratio for the 2014 earnings may differ from the actual creditable ratio to be used in allocating
imputation credits to the shareholders.
h. Income tax examinations
Chunghwa and the following subsidiaries income tax returns have been examined by the tax authorities
through 2012: SENAO, CHPT, CHI, CHYP, CHIEF, SFD, CHSI, LED, SHE, YYRP and CEI. CHST,
Unigate and HHR’s income tax returns have been examined by the tax authorities through 2013.
33. EARNINGS PER SHARE
Net income and weighted average number of common stock used in the calculation of earnings per share were
as follows:
Net Income
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Net income used to compute the basic earnings per share
Net income attributable to the parent
$
41,492
$
41,494
$
36,970
Assumed conversion of all dilutive potential common
stock
Employee stock options and bonus of subsidiaries
(4 )
(3 )
-
Net income used to compute the diluted earnings per share
$
41,488
$
41,491
$
36,970
Weighted Average Number of Common Stock
Weighted average number of common stock used to
compute the basic earnings per share
Assumed conversion of all dilutive potential common
stock
Employee bonus
Weighted average number of common stock used to
compute the diluted earnings per share
2012
Year Ended December 31
2013
2014
(Millions Shares)
7,757
7,757
7,757
20
12
13
7,777
7,769
7,770
If Chunghwa may settle the employee bonus in shares or cash, Chunghwa shall presume that it will be
settled in shares and takes 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 stockholders approve the number of shares to be distributed to
employees in their meeting in the following year.
F-68
34. SHARE-BASED PAYMENT ARRANGEMENT
a. SENAO share-based compensation plans
SENAO share-based compensation plans (“SENAO Plans”) described as follows:
Effective Date
Grant Date
Stock Options Units
(In Thousands)
Exercise Price
NT$
2005.09.30
2007.10.16
2012.05.28
2006.05.05
2007.10.31
2013.05.07
10,000
6,181
10,000
(Original price
(Original price
(Original price
$12.10
$16.90 )
$42.60
$44.20 )
$84.30
$93.00 )
Each option is eligible to subscribe for one common stock of SENAO when exercisable. Under the terms
of SENAO Plans, the options are granted at an exercise price at the closing price of the SENAO’s common
stocks listed on the TSE on the grant dates except when the closing price is lower than par value, the
option exercise price would become par value. The SENAO Plans have exercise price adjustment formula
upon the issuance of new common stocks, capitalization of retained earnings and/or capital reserves, stock
split as well as distribution of cash dividends (except for 2007 Plan), except (i) in the case of issuance of
new shares in connection with mergers and in the case of cancellation of outstanding shares in connection
with capital reduction (2007 Plan is out of this exception), and (ii) except if the exercise price after
adjustment exceeds the exercise price before adjustment. The options of all the Plans are valid for six
years and the graded vesting schedule for which 50% of option granted will vest two years after the grant
date and another two tranches of 25%, each will vest three and four years after the grant date respectively.
SENAO elected not to apply IFRS 2 retrospectively for the share-based payment transactions which were
granted and vested before the transition date.
Stock options granted on May 7, 2013 applied IFRS 2. The recognized compensation cost was $70 million
and $93 million for the years ended December 31, 2013 and 2014, respectively.
SENAO modified the plan terms of the outstanding stock options in July 2014 and June 2013 for 2013
Plan, the exercise price changed from $89.40 to $84.30 per share and $93.00 to $89.40 per share,
respectively. The modification did not cause any incremental fair value.
Information about SENAO’s outstanding stock options for the years ended December 31, 2012, 2013 and
2014 were as follows:
Year Ended December 31, 2012
Granted on May 5, 2006
Number of
Options
(In Thousands)
Weighted-
average
Exercise
Price
NT$
Granted on October 31, 2007
Weighted-
average
Exercise
Price
NT$
Number of
Options
(In Thousands)
Employee stock options
Options outstanding at beginning of the year
Options exercised
Options forfeited
280
(275 )
(5 )
$ 12.10
12.10
-
-
Options outstanding at end of the year
Options exercisable at end of the year
-
-
-
-
1,998
(947 )
1,051
1,051
$ 42.60
42.60
-
42.60
42.60
F-69
Year Ended December 31, 2013
Granted on October 31, 2007
Weighted-
average
Exercise
Price
NT$
Number of
Options
(In Thousands)
Granted on May 7, 2013
Number of
Options
(In Thousands)
Weighted-
average
Exercise
Price
NT$
Employee stock options
Options outstanding at beginning of the year
Options granted
Options exercised
Options forfeited
1,051
-
(980 )
(71 )
$ 42.60
-
42.60
-
Options outstanding at end of the year
Options exercisable at end of the year
-
-
-
-
-
-
10,000
-
(128 )
9,872
$
-
93.00
-
-
89.40
-
Year Ended December 31, 2014
Granted on May 7, 2013
Number of
Options
(In Thousands)
Weighted-
average Exercise
Price
NT$
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
-
9,872
(845 )
9,027
$
89.40
-
84.30
-
As of December 31, 2013 information about employee stock options outstanding are as follows:
Options Outstanding
Range of
Exercise Price
NT$
Number of
Options
(In Thousands)
Weighted-
average
Remaining
Contractual Life
(Years)
Options Exercisable
Weighted-
average Exercise
Price
NT$
Number of
Options
(In Thousands)
Weighted-
average Exercise
Price
NT$
$89.40
9,872
5.35
$89.40
-
$
-
As of December 31, 2014 information about employee stock options outstanding are as follows:
Options Outstanding
Range of
Exercise Price
NT$
Number of
Options
(In Thousands)
Weighted-
average
Remaining
Contractual Life
(Years)
Options Exercisable
Weighted-
average Exercise
Price
NT$
Number of
Options
(In Thousands)
Weighted-
average Exercise
Price
NT$
$84.30
9,027
4.35
$84.30
-
$
-
F-70
SENAO used the fair value method to evaluate the options using the Black-Scholes model and the related
assumptions were as follows:
Dividends yield
Risk-free interest rate
Expected life
Expected volatility
Weighted-average fair value of grants (NT$)
Stock Options
Granted on
May 7, 2013
-
0.91%
4.375 years
36.22%
$28.72
Had SENAO used the fair value method to evaluate the options using the Black-Scholes model, the
assumptions SENAO used and the fair value of the options would have been as follows:
Dividends yield
Risk-free interest rate
Expected life
Expected volatility
Weighted-average fair value of grants (NT$)
b. CHPT share-based compensation plan
Stock Options
Granted on
October 31, 2007
Stock Options
Granted on
May 5, 2006
1.49%
2.00%
4.375 years
39.82%
$13.69
-
1.75%
4.375 years
39.63%
$5.88
CHPT granted 1,000 stock options to its qualified employees in December 2008. Under the CHPT option
plan, each stock option entitles the holder to subscribe one thousand common shares at $12.60 per share.
The options are valid for 5 years and based on the graded vesting schedule, two tranches of 30% of the
option will vest two and three years after the grant date, respectively, and the remaining 40% will vest
four years after the grant date. There is an exercise price adjustment formula upon the issuance of new
common shares, capitalization of retained earnings and/or capital reserves, stock split, issuance of new
shares in connection with mergers, issuance of global depositary receipts as well as distribution of cash
dividends, except if the exercise price after adjustment exceeds the exercise price before adjustment.
For the years ended December 31, 2012 and 2013 information about CHPT’s outstanding stock options
was as follows:
Year Ended December 31
2012
2013
Number of
Options
-
920
-
920
920
Weighted-
average
Exercise
Price
NT$
$ 10.10
-
-
10.10
10.10
Number of
Options
Weighted-
average
Exercise
Price
NT$
920
(810 )
(110 )
$ 10.10
10.10
10.10
-
-
-
-
F-71
Employee stock options
Options outstanding at beginning of the
period
Options exercised
Options expired
Options outstanding at end of the period
Options exercisable at end of the period
As of December 31, 2012, information about employee stock options outstanding is as follows:
Options Outstanding
Range of Exercise
Price
NT$
Number of
Options
Weighted-
average
Remaining
Contractual Life
(Years)
Weighted-
average Exercise
Price
NT$
Options Exercisable
Number of
Options
Weighted-
average Exercise
Price
NT$
$10.10
920
1
$10.10
920
$10.10
The share registration of 810 thousand employee stock options exercised in 2013 has been completed. 110
thousand of unexercised employee stock options were expired in December 2013. As of December 31,
2013 and 2014, CHPT has no outstanding employee stock options.
CHPT used the fair value to evaluate the options using the Black-Scholes model, the assumptions and the
fair value of the options of CHPT would have been as follows:
Dividends yield
Risk free interest rate
Expected life
Expected volatility
Weighted-average fair value of grants
Stock Options
Granted on
December 31, 2008
-
2.00%
3.1 years
20%
$ 3.80
35. NON-CASH TRANSACTIONS
For the years ended December 31, 2012, 2013 and 2014, the Company entered into the following non-cash
investing activities:
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Increase in property, plant and equipment
Other payables
$
33,721
(441 )
$
36,727
(345 )
$
32,084
475
$
33,280
$
36,382
$
32,559
36. OPERATING LEASE ARRANGEMENTS
a. The Company as lessee
Leasing arrangements
Except for the ST-2 satellite referred in Note 40 to the consolidated financial statement, the Company
entered into several lease agreements with third parties for base stations located all over in Taiwan. The
future aggregate minimum lease payments under non-cancellable operating leases are as follows:
F-72
Within one year
Longer than one year but within five years
Longer than five years
December 31
2013
NT$
2014
NT$
(In Millions)
$
3,061
6,389
1,720
$
3,050
5,808
1,514
$
11,170
$
10,372
b. The Company as lessor
The Company leased out some land and buildings to third parties. The future aggregate minimum lease
collection under non-cancellable operating leases are as follows:
Within one year
Longer than one year but within five years
Longer than five years
December 31
2013
NT$
2014
NT$
(In Millions)
$
445
659
165
$
411
525
395
$
1,269
$
1,331
37. CAPITAL MANAGEMENT
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.
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.
At the management suggestion, the Company maintains a balanced capital structure through paying cash
dividends, increasing its share capital, purchasing treasury stock, proceeds from new debt or repayment of
debt.
38. FINANCIAL INSTRUMENTS
Categories of Financial Instruments
Financial assets
Measured at FVTPL
Held for trading
Held-to-maturity financial assets
December 31
2013
NT$
2014
NT$
(In Millions)
$
-
11,766
$
1
7,485
(Continued)
F-73
Loans and receivables (Note a)
Available-for-sale financial assets
Financial Liabilities
Measured at FVTPL
Held for trading
Hedging derivative financial liabilities
Measured at amortized cost (Note b)
December 31
2013
NT$
2014
NT$
(In Millions)
$ 45,401
5,494
$ 56,933
6,281
-
-
38,411
-
-
39,683
(Concluded)
Note a: The balances included cash and cash equivalents, trade notes and accounts receivable, accounts
receivable from related parties, other current monetary assets, other financial assets and refundable
deposits (classified as other assets) which were loans and receivables. Please refer to Notes 7, 11,
14, 20 and 40.
Note b: The balances included short-term loans, trade notes and accounts payable, payables to related
parties, certain other payables, customer’s deposits and long-term loans which were financial
liabilities carried at amortized cost. Please refer to Notes 22, 23, 24, 25 and 40.
Financial Risk Management Objectives
The main financial instruments of the Company include equity and debt investments, accounts receivable,
accounts payables and loans. 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 manage 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 and interest 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.
The Company reports the significant risk exposures and related action plans timely and actively to the audit
committee and if needed to the board of directors.
a. Market risk
The Company is exposed to market risks of changes in foreign currency exchange rates, interest rates and
the prices in equity investments. 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.
1) Foreign currency risk
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary
liabilities at the end of the reporting period are as follows:
F-74
Assets
USD
EUR
SGD
RMB
Liabilities
USD
EUR
SGD
December 31
2013
NT$
2014
NT$
(In Millions)
$
4,234
5
142
147
3,612
1,298
1
$
5,308
16
77
112
5,366
767
2
The carrying amount of the Company’s derivatives with exchange rate risk exposures at the end of the
reporting period are as follows:
Assets
USD
Liabilities
USD
EUR
December 31
2013
NT$
2014
NT$
(In Millions)
$
-
-
-
$
1
-
-
Foreign currency sensitivity analysis
The Company is mainly exposed to the fluctuations of the currencies 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. 5% is the sensitivity rate used when reporting foreign
currency risk internally to key management personnel and represents management’s assessment of
the reasonably possible changes in foreign exchange rates. The sensitivity analysis includes only
outstanding foreign currency denominated monetary items and forward foreign exchange contracts. A
positive number below indicates an increase in pre-tax profit or equity where the functional currency
weakens 5% against the relevant currency.
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
35
(65 )
(1 )
-
104
$
31
(65 )
7
7
5
$
(3 )
(38 )
4
6
11
Profit or loss
Monetary assets and liabilities (a)
USD
EUR
SGD
RMB
Derivatives (b)
USD
Equity
F-75
Derivatives (c)
EUR
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
-
-
(5 )
a) This is mainly attributable to the exposure on the outstanding foreign currency denominated
receivables and payables in the Company at the end of the reporting period.
b) This is mainly attributable to the forward exchange contracts.
c) This is mainly attributable to the changes in the fair value of derivatives that are designated
as cash flow hedges.
For a 5% strengthening of the functional currency against the relevant currency, there would be a
comparable impact on the pre-tax profit or equity, and the balances above would be negative.
2) Interest rate risk
The carrying amount of the Company’s exposures to interest rates on financial assets and financial
liabilities at the end of the reporting period are as follows:
December 31
2013
NT$
2014
NT$
(In Millions)
$
5,682
224
$
21,271
564
10,609
1,730
4,625
1,900
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 25 basis point increase or decrease is used
when reporting interest rate risk internally to key management personnel and represents management’s
assessment of the reasonably possible change in interest rates.
If interest rates had been 25 basis points higher/lower and all other variables were held constant, the
Company’s pre-tax profit for the year ended December 31, 2012 would increase/decrease by $8 million.
This is mainly attributable to the Company’s exposure to floating interest rates on its financial assets
and short-term and long-term loans; and other comprehensive income for the year ended December 31,
2012 would decrease/increase by $0.06 million, mainly as a result of the changes in the fair value of
available-for-sale instruments with fixed rate.
If interest rates had been 25 basis points higher/lower and all other variables were held constant, the
Company’s pre-tax profit would increase/decrease by $22 million and $6 million for the years ended
December 31, 2013 and 2014, respectively. This is mainly attributable to the Company’s exposure to
floating interest rates on its financial assets and short-term and long-term loans.
F-76
3) Other price risks
The Company is exposed to equity price risks arising from listed equity investments. 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:
Other comprehensive income would increase/decrease by $270 million, $153 million and $196
million as a result of the changes in fair value of available-for-sale financial assets for the years ended
December 31, 2012, 2013 and 2014, respectively.
b. Credit risk management
Credit risk refers to the risk that a counterparty will 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 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 which have improved the collectability of our accounts
receivable. These ongoing procedures include enhanced credit assessments, strengthened overall risk
management and improvements in bill collection practices. As a result, the exposure to uncollected
receivables has been reduced.
Accounts receivable are assessed for impairment at the end of each reporting period and considered to
be impaired when there is objective evidence that, as a result of one or more events that occurred after
the initial recognition of the accounts receivable, the estimated future cash flows of the asset have been
affected.
The Company maintains an allowance for doubtful accounts for estimated losses that result from the
inability of our customers to make required payments. When determining the allowance, the Company
considers the probability of recoverability based on past customer default experience and their credit
status, and economic and industrial factors. Credit risks are assessed based on historical write-offs, net of
recoveries, and an analysis of the aged accounts receivable balances with allowances generally increasing
as the receivable ages. Accounts receivable may be fully reserved for when specific collection issues are
known to exist, such as pending bankruptcy or catastrophes. The analysis of receivables is performed
monthly, and the allowances for doubtful accounts are adjusted through expense accordingly.
As the Company serves a large consumer base, the concentration of credit risk was limited.
c. Liquidity risk management
The Company manages and contains sufficient cash and cash equivalent position to support the operations
and reduce the impact on fluctuation of cash flow.
1) Liquidity and interest risk tables
The following table details the Company’s remaining contractual maturity for its non-derivative
financial liabilities with agreed repayment periods. The tables refer to principal only and had been
drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which
the Company can be required to pay.
F-77
Weighted
Average
Effective
Interest
Rate (%)
NT$
Less Than
1 Month
NT$
1-3
Months
NT$
3 Months
to
1 Year
NT$
(In Millions)
1-5 Years
NT$
More than
5 Year
NT$
Total
NT$
-
$ 41,958
$
-
$
980
$ 4,835
$
1.18%
1.53%
-
175
20
35
310
1,400
14
-
-
-
-
$ 47,773
1,730
224
$ 42,133
$
55
$ 1,304
$ 6,235
$
-
$ 49,727
-
$ 41,582
$
1.22%
-
-
-
$ 1,680
$ 4,759
$
-
$ 48,021
-
1,755
145
1,900
1.37%
-
500
64
-
-
564
$ 41,582
$
500
$ 1,744
$ 6,514
$
145
$ 50,485
December 31, 2013
Non-derivative financial
liabilities
Non-interest bearing
Floating interest rate
instruments
Fixed interest rate
instruments
December 31, 2014
Non-derivative financial
liabilities
Non-interest bearing
Floating interest rate
instruments
Fixed interest rate
instruments
The following table detailed the Company’s liquidity analysis for its derivative financial instruments.
The table has been drawn up based on the undiscounted gross inflows and outflows on those derivatives
that require gross settlement.
Less Than 1
Month
NT$
1-3 Months
NT$
3 Months to
1 Year
NT$
(In Millions)
1-5 Years
NT$
Total
NT$
December 31, 2013
Gross settled
Forward exchange contracts
Inflow
Outflow
December 31, 2014
Gross settled
Forward exchange contracts
Inflow
Outflow
$
90
90
$
-
$
-
$
-
-
$
-
$
$
$
220
219
90
90
$
-
$
1
$
-
$
-
-
-
-
$
-
$
$
-
$
-
-
-
-
$
$
90
90
-
$
310
309
$
1
F-78
2) Financing facilities
Unsecured bank loan facility
Amount used
Amount unused
Secured bank loan facility
Amount used
Amount unused
2013
NT$
December 31
(In Millions)
2014
NT$
$
254
8,475
$
564
35,315
$
8,729
$
35,879
$
1,700
600
$
1,900
818
$
2,300
$
2,718
39. FAIR VALUE INFORMATION
The fair value guidance requires disclosure that 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. The level in the fair value hierarchy within which the fair
value measurement in its entirely falls shall be determined based on the lowest level input that is significant to
the fair value measurement in its entirety. These levels are:
Level 1: Quoted prices in active markets for identical assets or liabilities that the Company has the ability to
access at the measurement date;
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or
indirectly, for substantially the full term of the asset or liability; or
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value
measurement and are unobservable.
Assets and Liabilities Measured at Fair Value on A Recurring Basis
The following table presents our assets and liabilities measured at fair value on a recurring basis:
December 31, 2013
Level 1
NT$
Level 2
NT$
Level 3
NT$
Total
NT$
(In Millions)
$
-
$
3,046
24
$
3,070
$
-
$
$
-
$
$
-
-
-
-
$
$
-
$
$
-
-
-
-
$
-
$
3,046
24
$
3,070
$
-
Financial assets at FVTPL
Derivative financial assets
Forward exchange
Available-for-sale financial assets
Domestic securities
Equity investments
Foreign securities
Equity investments
Financial liabilities at FVTPL
Derivative financial assets
Forward exchange
F-79
Level 1
NT$
December 31, 2014
Level 2
NT$
Level 3
NT$
(In Millions)
Total
NT$
$
-
$
1
$
$
3,914
$
$
-
-
$
$
$
-
-
-
$
$
$
-
-
-
-
$
1
$
3,914
$
$
-
-
Financial assets at FVTPL
Derivative financial assets
Forward exchange
Available-for-sale financial assets
Domestic securities
Equity investments
Hedging derivative liabilities
Derivative financial liabilities
Financial liabilities at FVTPL
Derivative financial liabilities
For assets and liabilities held as of December 31, 2013 and 2014 that are measured at fair value on a recurring
basis, there were no transfers between Level 1 and Level 2 of the fair value hierarchy.
There were no Level 3 investments measured at fair value on a recurring basis.
For derivative financial assets forward exchange contracts, fair values are estimated using discounted cash flow
model. The model uses market-based observable inputs including foreign exchange rates, and forward and
spot prices for currencies to project fair value.
Available-for-sale financial assets include domestic and foreign listed stocks that are actively traded or have
quoted prices.
Corporate bonds are valued using discounted cash flow model which incorporates the market-based observable
inputs including duration, yield rate and credit rating.
Assets and Liabilities Measured at Fair Value on A Nonrecurring Basis
The Company measures certain assets at fair value on a nonrecurring basis when they are deemed to be
impaired. Due to the significant unobservable inputs used, the Company classified these measurements as
Level 3.
Available-for-sale financial assets
Domestic stocks
Equity investments
For the Year Ended December 31, 2012
Level 1
NT$
Level 2
NT$
Level 3
NT$
(In Millions)
Total
Losses
NT$
$
-
$
-
$
103
$
176
For the Year Ended December 31, 2013
Level 1
NT$
Level 2
NT$
Level 3
NT$
(In Millions)
Total
Losses
NT$
Available-for-sale financial assets
Domestic stocks
$
-
$
-
$
20
$
66
F-80
For the Year Ended December 31, 2014
Level 1
NT$
Level 2
NT$
Level 3
NT$
(In Millions)
Total
Losses
NT$
Available-for-sale financial assets
Domestic stocks
$
-
$
-
$
20
$
23
The AFS financial assets consisted of non-listed stocks. The table below presents the valuation methodology
and unobservable inputs for Level 3 assets measured at fair value on nonrecurring basis during the years ended
December 31, 2012, 2013 and 2014:
For the Year Ended December 31, 2012
Valuation
Methodology
Unobservable Inputs
Range of
Inputs
Fair
Value
NT$
(In Millions)
Assets
AFS financial assets
$
103
Fair
Value
NT$
(In Millions)
Assets
AFS financial assets
$
20
Fair
Value
NT$
(In Millions)
Discounted
cash flow
Return on investment
Industrial risk
Enterprise risk
Sustainable growth rate
For the Year Ended December 31, 2013
Valuation
Methodology
Unobservable Inputs
Discounted
cash flow
Return on investment
Industrial risk
Enterprise risk
Sustainable growth rate
For the Year Ended December 31, 2014
Valuation
Methodology
Unobservable Inputs
Assets
AFS financial assets
$
$
2
Discounted
cash flow
18
Market approach
Return on investment
Industrial risk
Enterprise risk
Sustainable growth rate
80% of price to book ratio
from listed companies in
the same industry
80% of price to earnings ratio
from listed companies in
the same industry
Adjustment factor
7%
1%-3%
1%-3%
2%
Range of
Inputs
7%
3%
2%-2.5%
2%
Range of
Inputs
7%
2%
1%
(10%)
1.12%
2.93%
20%
F-81
The department of investment and the department of finance are responsible for the impairment tests
of financial instruments. They have set forth the Company’s valuation policies and procedures for the
impairment test and are responsible for reporting to the general manager regarding the changes in fair value
and reasonableness of the underlying assumptions utilized in the valuation whenever the impairment test is
performed.
The Company evaluated its unlisted stocks for impairment by using valuation models based on discounted
future cash flows because there were no quoted fair value for such investments. Pursuant to the established
policies, the Company employed an internal valuation model in 2012, 2013 and 2014 to determine the fair
value of unlisted AFS financial assets using the discounted cash flow approach based on management’s
projections. Variables utilized in discounted cash flow approach require the use of unobservable inputs (Level
3), including return on investment, industrial risk, enterprise risk and sustainable growth rate. Changes in
management estimates to the unobservable inputs in the valuation models would significantly change the fair
value of the above investee. The return on investment is the assumption that most significantly affects the fair
value determination. In 2014, the Company also determined the fair value of unlisted AFS financial assets
using market approach based on management’s projections. Variables utilized in market approach require the
use of unobservable inputs (Level 3), including 80% of price to book ratio from listed companies in the same
industry, 80% of price to earnings ratio from listed companies in the same industry and adjustment factor.
AFS financial assets held with a carrying amount of NT$279 million were written down to their fair value of
NT$103 million, resulting in an impairment charge of NT$176 million, which was included in earnings for
the year ended December 31, 2012. AFS financial assets held with a carrying amount of NT$86 million were
written down to their fair value of NT$20 million, resulting in an impairment charge of NT$66 million, which
was included in earnings for the year ended December 31, 2013. AFS financial assets held with a carrying
amount of NT$43 million were written down to their fair value of NT$20 million, resulting in an impairment
charge of NT$23 million, which was included in earnings for the year ended December 31, 2014.
Assets and Liabilities Not Measured at Fair Value But for Which Fair Value Is Disclosed
Except for the following table, the management considered that the carrying amounts of financial instruments
approximate fair values or fair values of those instruments cannot be reliably measured.
Financial assets
Held-to-maturity investments
Corporate bonds
Bank debentures
Carrying
Amount
NT$
December 31, 2013
Level 1
NT$
Estimated Fair Value
Level 2
NT$
(In Millions)
Level 3
NT$
$
10,513
1,253
$
-
$
11,766
$
-
-
$
10,552
1,256
$
-
$
11,808
$
Carrying
Amount
NT$
December 31, 2014
Level 1
NT$
Estimated Fair Value
Level 2
NT$
(In Millions)
Level 3
NT$
Financial assets
Held-to-maturity investments
Corporate bonds
Bank debentures
$
6,534
951
$
7,485
$
-
$
-
-
$
6,564
952
$
7,516
$
-
$
F-82
-
-
-
-
Methods and assumptions used in the estimation of fair values of financial instruments:
a. The carrying amounts of cash and cash equivalents, other current monetary assets, short-term loans and
current portion of long-term loans approximate fair value due to the short period of time to maturity.
b. Held-to-maturity investments were corporate bonds and bank debentures valued using discounted cash
flow model with market-based observable inputs including duration, yield rate and credit rating.
40. RELATED PARTIES TRANSACTIONS
Balances and transactions between Chunghwa and its subsidiaries, which are related parties of Chunghwa,
have been eliminated on consolidation and are not disclosed in this note.
The ROC Government, one of Chunghwa’s customers held 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 and other state-owned enterprises in the normal course
of business and at arm’s-length prices. The information on service revenues from government bodies has not
been provided because the ROC government has significant influence over Chunghwa.
a. The Company engages in business transactions with the following related parties:
Company
Relationship
Taiwan International Standard Electronics Co., Ltd. (“TISE”) Associate
So-net Entertainment Taiwan Co., Ltd.
Skysoft Co., Ltd.
KingWaytek Technology Co., Ltd.
Dian Zuan Integrating Marketing Co., Ltd.
Viettel-CHT Co., Ltd.
Taiwan International Ports Logistics Corporation
Huada Digital Corporation
Chunghwa Benefit One Co., Ltd.
International Integrated System, Inc.
Senao Networks, Inc.
HopeTech Technologies Limited
ST-2 Satellite Ventures Pte., Ltd. (“STS”)
Xiamen Sertec Business Technology Co., Ltd.
Other related parties
Chunghwa Telecom Foundation
Associate
Associate
Associate
Associate
Associate
Associate
Joint venture
Joint venture
Associate
Associate
Associate
Associate
Associate
A nonprofit organization of which the funds donated by
Chunghwa exceeds one third of its total funds
Senao Technical and Cultural Foundation
A nonprofit organization of which the funds donated by
Sochamp Technology Co., Ltd.
United Daily News Co., Ltd.
E-Life Mall Co., Ltd.
SENAO exceeds one third of its total funds
Investor of significant influence over CHST
Investor of significant influence over SFD
One of the directors of E-Life Mall and a director of
SENAO are members of an immediate family
F-83
b. Term 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
were determined in accordance with mutual agreements. Details of transactions between the Company
and related parties are disclosed below:
1) Operating transactions
Associates
Joint ventures
Others
Associates
Joint ventures
Others
2) Non-operating transactions
Associates
Others
3) Receivables
Associates
Joint ventures
Others
2012
NT$
Revenues
Year Ended December 31
2013
NT$
(In Millions)
416
4
4
$
$
$
367
4
69
2012
NT$
Purchases
Year Ended December 31
2013
NT$
(In Millions)
1,471
-
65
$
$
$
1,486
1
74
$
$
$
$
$
$
2014
NT$
329
7
97
2014
NT$
1,663
34
69
$
$
$
$
$
$
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
$
32
-
$
$
33
-
$
$
34
-
December 31
2013
NT$
2014
NT$
(In Millions)
$
$
60
-
9
69
$
$
62
-
19
81
F-84
4) Payables
Associates
Others
5) Customers’ deposits
Associates
Others
December 31
2013
NT$
2014
NT$
(In Millions)
549
8
557
$
$
402
6
408
December 31
2013
NT$
2014
NT$
(In Millions)
1
1
$
-
$
9
9
$
$
$
-
$
6) Acquisition of property, plant and equipment
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
Associates
$
747
$
1,270
$
521
The above amount is mainly attributable to telecommunications equipment bought from TISE.
7) Prepayments
Chunghwa entered into a contract with STS on March 12, 2010 to lease capacity on the ST-2 satellite.
This lease is for 15 years which should start from the official operation of ST-2 satellite and the total
contract value is approximately $6,000 million (SG$261 million), including a prepayment of $3,068
million, and the rest of amount should be paid annually when ST-2 satellite starts its official operation.
ST-2 satellite was launched in May 2011, and began its official operation in August 2011. The total
rental expense for the year ended December 31, 2014 was $416 million, which consisted of an offsetting
credit of the prepayment of $199 million and an additional accrual of $217 million. The prepayment
was $2,368 million (classified as prepaid rents - current $205 million, and prepaid rents - noncurrent
$2,163 million, respectively) as of December 31, 2014.
F-85
c. Compensation of key management personnel
The remuneration of directors and members of key management personnel for the years ended December
31, 2012, 2013 and 2014 was as follows:
Short-term benefits
Share-based payment
Post-employment benefits
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
$
277
-
9
286
$
$
257
6
10
273
$
$
222
10
8
240
The remuneration of directors and key executives is determined by the compensation committee having
regard to the performance of individual and market trends.
41. PLEDGED ASSETS
The following assets are pledged as collaterals for long-term bank loans and contract deposits.
Property, plant and equipment, net
Land held under development (included in inventories)
Restricted assets (included in other noncurrent assets - others)
December 31
2013
NT$
2014
NT$
(In Millions)
$
2,668
1,999
10
$
3,079
1,999
1
$
4,677
$
5,079
42. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
At the balance sheet date, the Company’s remaining commitments under non-cancelable contracts with various
parties, excluding those disclosed in other notes, were as follows:
a. Acquisitions of land and buildings of $2,184 million as of December 31, 2014.
b. Acquisitions of telecommunications equipment of $16,616 million as of December 31, 2014.
c. A commitment to contribute $2,000 million to a Piping Fund administered by the Taipei City Government,
of which $1,000 million was contributed by Chunghwa on August 15, 1996 (classified as other monetary
assets - noncurrent). If the fund is not sufficient, Chunghwa will contribute the remaining $1,000
million upon notification from the Taipei City Government.
43. SEGMENT INFORMATION
The Company has the following reportable segments that provide different products or services. The
reportable segments are managed separately because each segment represents a strategic business unit that
serves different markets. Segment information is provided to CEO who allocates resources and assesses
segment performance. The Company’s measure of segment performance is mainly based on revenues and
income before tax. The Company’s reportable segments are as follows:
F-86
a. Domestic fixed communications business - the provision of local telephone services, domestic long
distance telephone services, broadband access, and related services;
b. Mobile communications business - the provision of mobile services, sales of mobile handsets and data
cards, and related services;
c. Internet business - the provision of HiNet services and related services;
d. International fixed communications business - the provision of international long distance telephone
services and related services;
e. Others - the provision of non-Telecom services and the corporate related items not allocated to reportable
segments.
There was no material differences between the accounting policies of the operating segments and the
accounting policies described in Note 3.
a. Segment information
Analysis by reportable segment of revenue and operating results of continuing operations are as follows:
Domestic
Fixed
Communi-
cations
Business
NT$
Mobile
Communi-
cations
Business
NT$
International
Fixed
Communi-
cations
Business
NT$
Internet
Business
NT$
(In Millions)
Others
NT$
Total
NT$
Year ended December 31, 2012
Revenue
From external customers
Intersegment revenues
Segment revenues
Intersegment elimination
Consolidated revenues
$
$
76,133
16,991
93,124
$ 100,794
6,581
$ 107,375
$
$
24,766
2,877
27,643
$
$
15,319
2,231
17,550
$
$
4,408
1,035
5,443
$ 221,420
29,715
251,135
(29,715 )
$ 221,420
Segment income before income tax
$
15,675
$
25,827
$
8,579
$
1,316
$
(1,444 )
$
49,953
Year ended December 31, 2013
Revenue
From external customers
Intersegment revenues
Segment revenues
Intersegment elimination
Consolidated revenues
$
$
73,502
18,447
91,949
$ 110,590
5,702
$ 116,292
$
$
25,447
4,354
29,801
$
$
15,750
2,107
17,857
$
$
2,692
1,232
3,924
$ 227,981
31,842
259,823
(31,842 )
$ 227,981
Segment income before income tax
$
17,339
$
23,676
$
9,432
$
892
$
(2,243 )
$
49,096
Year ended December 31, 2014
Revenue
From external customers
Intersegment revenues
Segment revenues
Intersegment elimination
Consolidated revenues
$
$
72,062
19,728
91,790
$ 110,665
5,324
$ 115,989
$
$
25,997
4,705
30,702
$
$
15,314
2,256
17,570
$
$
2,571
2,422
4,993
$ 226,609
34,435
261,044
(34,435 )
$ 226,609
Segment income before income tax
$
19,535
$
19,322
$
9,547
$
191
$
(2,043 )
$
46,552
F-87
b. Other segment information
Other information reviewed by the chief operating decision maker or regularly provided to the chief
operating decision maker was as following:
For the year ended December 31, 2012
Domestic
Fixed
Communi-
cations
Business
NT$
Mobile
Communi-
cations
Business
NT$
International
Fixed
Communi-
cations
Business
NT$
Internet
Business
NT$
(In Millions)
Others
NT$
Total
NT$
Share of the profit of associates and
joint venture accounted for using
equity method
Interest income
Interest expense
Operating costs and expenses
Depreciation and amortization
Capital expenditure
$
$
$
$
$
$
-
6
-
69,327
19,230
19,551
$
$
$
$
$
$
-
12
-
71,092
8,478
7,232
$
$
$
$
$
$
-
2
2
10,280
2,685
3,441
$
$
$
$
$
$
-
4
-
13,352
1,434
2,379
$
$
$
$
$
$
520
718
20
7,389
333
677
520
$
742
$
22
$
$ 171,440
32,160
$
33,280
$
For the year ended December 31, 2013
Domestic
Fixed
Communi-
cations
Business
NT$
Mobile
Communi-
cations
Business
NT$
International
Fixed
Communi-
cations
Business
NT$
Internet
Business
NT$
(In Millions)
Others
NT$
Total
NT$
Share of the profit of associates and
joint venture accounted for using
equity method
Interest income
Interest expense
Operating costs and expenses
Depreciation and amortization
Capital expenditure
$
$
$
$
$
$
-
12
1
68,740
19,005
20,362
$
$
$
$
$
$
-
9
9
79,074
8,147
9,245
$
$
$
$
$
$
-
6
1
11,577
3,122
4,621
$
$
$
$
$
$
-
2
-
14,333
1,549
1,559
$
$
$
$
$
$
666
534
25
6,645
369
595
666
$
563
$
$
36
$ 180,369
32,192
$
36,382
$
For the year ended December 31, 2014
Domestic
Fixed
Communi-
cations
Business
NT$
Mobile
Communi-
cations
Business
NT$
International
Fixed
Communi-
cations
Business
NT$
Internet
Business
NT$
(In Millions)
Others
NT$
Total
NT$
Share of the profit of associates and
joint venture accounted for using
equity method
Interest income
Interest expense
Operating costs and expenses
Depreciation and amortization
Capital expenditure
$
$
$
$
$
$
-
24
-
66,465
18,540
16,165
$
$
$
$
$
$
-
12
13
81,400
9,909
9,619
$
$
$
$
$
$
-
10
1
11,975
3,422
4,425
$
$
$
$
$
$
-
2
-
14,500
1,819
1,458
$
$
$
$
$
$
802
240
32
8,103
424
892
802
$
288
$
$
46
$ 182,443
34,114
$
32,559
$
F-88
c. Main products and service revenues from external customer information
The following is an analysis of the Company’s revenue from its major products and services.
Mobile services revenue
Local telephone and domestic long distance
telephone services revenue
Sales of product
Broadband access and domestic leased line services
revenue
Internet services revenue
International network and leased telephone services
revenue
Others
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
72,540
$
76,709
$
77,469
44,629
27,649
24,606
16,938
12,749
22,309
41,278
33,103
24,183
17,191
12,675
22,842
38,905
34,795
23,681
17,241
11,951
22,567
$
221,420
$
227,981
$
226,609
d. Geographic information
The users of the Company’s services are mainly from Taiwan, R.O.C. The revenues it derived outside
Taiwan are mainly revenues from international long distance telephone and leased line services. The
geographic information for revenues is as follows:
Taiwan, R.O.C.
Overseas
2012
NT$
Year Ended December 31
2013
NT$
(In Millions)
2014
NT$
$
213,837
7,583
$
217,986
9,995
$
216,173
10,436
$
221,420
$
227,981
$
226,609
The Company has long-lived assets in U.S., Singapore, Hong Kong, China, Vietnam, and Japan and
except for $3,310 million and $4,087 million as of December 31, 2013 and 2014, respectively, in the
aforementioned areas, the other long-lived assets are located in Taiwan, R.O.C.
e. Major customers
For the years ended December 31, 2012, 2013 and 2014, the Company did not have any single customer
whose net revenue exceeded 10% of the total net revenue.
F-89
Exhibit 1.2
Articles of Incorporation of Chunghwa Telecom Co., Ltd.
1. All 26 articles adopted by Promoters Meeting on June 11, 1996.
2. Article 15 amended by Annual General Meeting on December 26, 1997.
3. Articles 2 and 22 amended by Annual General Meeting on November 25, 1998.
4. Paragraph 1 of Article 21, amended by Extraordinary General Meeting on July 13, 1999.
5. Articles 2, 3, 6, 7, 10, 12, 13, 19, 21, and 22 amended, and Articles 6-1 and 7-1 added by Annual General
Meeting on June 4, 2001.
6. Articles 2, 7, 8, 9, 10, 19, 21, and 22 amended and Article 5 deleted by Annual General Meeting on June 21,
2002.
7. Article 2 amended by Annual General Meeting on June 17, 2003.
8. Articles 2 and 22 amended by Annual General Meeting on June 25, 2004.
9. Articles 2, 3, 6, 10, 11, 12, 14, 17, 19, 20, 22, 23, and 25 amended, and Articles 12-1, 18-1, and 18-2 added
by Annual General Meeting on May 30, 2006.
10. Articles 2, 12-1, 14, 22, and 23 amended, and Article 18-1 deleted by Annual General Meeting on June 15,
2007.
11. Articles 2, 6, and 14 amended by Annual General Meeting on June 19, 2008.
12. Articles 2, 6,12 and 13 amended, and Article 6-1 deleted by Annual General Meeting on June 19, 2009.
13. Article 2 amended by Annual General Meeting on June 18, 2010.
14. The title of Chapter IV and Articles 12, 12-1, 14, 19, 20, and 22 amended by Annual General Meeting on
June 22, 2012.
15. The title of Chapter IV, Articles 2, 12, 13, 18-2, 21 and 22 amended; Article 17 and 18 deleted, and Article
13-1 added by Annual General Meeting on June 25, 2013.
16. Articles 2 and 15 amended by Annual General Meeting on June 24, 2014.
Chapter I - General Provisions
Article 1 -
The Company is promoted by the Ministry of Transportation and Communications (“MOTC”) and
others and organized under the Telecommunication Law, the Statute of Chunghwa Telecom Co.,
Ltd. (hereinafter referred to as the “Corporation Statute”) and the provisions of the Company Law
pertaining to companies limited by shares and is named “Chunghwa Telecom Co., Ltd.”.
The English name of the Company is “Chunghwa Telecom Co., Ltd.”.
Article 2 -
The scope of business of the Company shall be as follows:
1) Telecommunications Enterprise of Type 1 (G901011);
2) Telecommunications Enterprise of Type 2 (G902011);
3)
Installation of the Computer Equipment Business (E605010);
4) Telecommunication Equipment Wholesale Business (F113070);
5) Telecommunication Equipment Retail Business (F213060);
6) Telecommunication Engineering Business (E701010);
7)
Installation of the Radio-Frequency Equipment whose operation is controlled by the
Telecommunication Business (E701030);
Information Software Service Business (I301010);
8)
9) Other Designer Businesses【the design of the computer information hardware】(I599990);
10) Rental Business (JE01010);
11) Publishing Business (J304010);
12) Other Wholesale Businesses【telephone card and IC card】(F199990);
13) Management and Consulting Service Business (I103060);
14) Other Corporation Service Businesses【telephone card, IC card, the research and development
of the telecommunication facilities and devices, accepting payment on behalf of businesses and
institutions, telecommunication equipment inspection services, and agency sale of entry tickets
and travel fares】(IZ99990);
15) Other Retail Businesses【telephone card and IC card】(F299990);
16) Online Certification Service Businesses (IZ13010);
17) Supply of Electronic Information Service Businesses (I301030);
18) Information Process Service Business (I301020);
19) Telecommunication Account Application Agency Businesses (IE01010);
20) Residential and Commercial Building Development, Rental and Sales Businesses (H701010);
21) Development of Special District/Zone Businesses (H701040);
22) Real Estate Sales Businesses (H703090);
23) Real Estate Rental Businesses (H703100);
24) Waste Disposal Businesses (J101040);
25) Community Common Cable Television Equipment Businesses (J502020);
26) Exhibition Service Businesses (JB01010);
27) General Advertising Service Businesses (I401010);
28) Department Store Businesses (F301010);
29) Communication Newsletter Businesses (J302010);
30) Industry and Commerce Credit Investigation Service Businesses (JD01010);
31) Public Notarization Businesses (IZ07010);
32) Parking Lot Operation Businesses (G202010);
33) Environmental Assessment Service Businesses (J101050);
34) Computer and Accessories Manufacturing Service (CC01110);
35) Information Storage and Process Equipment Manufacturing Businesses (CC01120);
36) Electronic Component Manufacturing Businesses (CC01080);
37) Other Electrical and Electronic Machinery & Equipment Manufacturing Businesses 【IC or
Optical Card Scanners】(CC01990);
38) Radio-Frequency Equipment Import Business (F401021);
39) General Hotel Business (J901020);
40) Computer and Administrative Device Wholesale Businesses (F113050);
41) Information Software Wholesale Businesses (F118010);
42) Computer and Administrative Device Retail Businesses (F213030);
43) Information Software Rental Businesses (F218010);
44) Energy Service Business (IG03010);
45) Engineering Consulting Business (I101061);
46) Refrigeration and Air-Conditioning Consulting Business (E602011);
47) Automatic Control Equipment Engineering Business (E603050);
48) Lighting Equipment Installation Business (E603090);
49) Non-store Retailer Business (F399040);
50) Power Equipment Installation and Maintenance Business (E601010) ;
51) Electrical Appliance Installation Business (E601020) ;
52) Instrument Installation Engineering Business (EZ05010) ;
53) Television Program Production Business (J503021) ;
54) Broadcasting and Television Program Launch Business (J503031) ;
55) Broadcasting and Television Advertising Business (J503041) ;
56) Production, Licensed Recording and Supply of Videotape Program Business (J503051) ;
57) The Third Party Payment Business (I301040);
58) Water Pipe Construction Business (E501011);
59) Except the permitted business, the Company may engage in other businesses not prohibited or
restricted by laws and regulations (ZZ99999).
Article 3 -
Article 4 -
The Company may handle endorsement and guaranty affairs in accordance with the Operation
Procedures for the Endorsement and Guaranty of the Company if there is any business need.
In the event that the Company invests in another business as a limited-liability shareholder, the total
investment amount may not exceed the total paid-in capital of the Company. Investment not related to
telecommunications may not exceed 20% of the total paid-in capital of the Company.
The head office of the Company is located in Taipei City and the Company may establish branch
office(s) and liaison office(s) at appropriate locations within or outside the territory of the Republic of
China.
Article 5 -
(Deleted)
Chapter II - Shares
Article 6 -
The registered capital of the Company shall be One Hundred Twenty Billion New Taiwan Dollars
(NT$120,000,000,000), divided into Twelve Billion (12,000,000,000) common shares with a par value
of Ten New Taiwan Dollars (NT$10) per share. All the shares shall be issued in increments.
Two Hundred Million shares shall be set aside from the aforementioned common shares for the use as
Stock Warrants, Preferred Shares with Warrants, and Bonds with Warrants.
For issuance of Stock Warrants where the price is less than the closing price of the Company shares on
the date of issuance, or where the price of the treasury stocks to be transferred to the employees is less
than the average price of the repurchased shares, shareholders representing the majority of the issued
shares shall be present and approval by at least 2/3 of the presenting shareholders shall be required.
Article 6-1 - (Deleted)
Article 7 -
The share certificates of the Company shall bear the shareholders’ names, be signed or sealed by the
Chairman and at least two other directors, be serially numbered, affixed with the corporate seal of
the Company, and legalized by the Ministry of Economic Affairs (“MOEA”) (hereinafter referred to
as the “Competent Authority”) or its certified issuance registration agency before they are issued in
accordance with the relevant laws.
When issuing new shares, the Company may print a share certificate in respect of the full number
of shares to be issued at that time, and shall arrange for the certificate to be kept by a centralized
securities custodian institution, in which case the preceding requirement for serial numbering of share
certificates shall not apply.
Shares issued by the Company may also be exempt from printing of share certificates, and the
Company shall arrange for such shares to be recorded by a centralized securities custodian institution,
in which case the preceding 2 paragraphs shall not apply.
Any affair with regard to the shares of the Company shall be handled in accordance with the
Guidelines for Handling Stock Affairs by a Public Issuing Company.
Article 7-1 - The share certificates issued by the Company may be jointly exchanged for the share certificates with
a larger par value upon the request of the Taiwan Securities Centralized Depository Company Limited
by Shares.
Chapter III - Shareholders’ Meeting
Article 8 -
Shareholders’ meetings shall be of two types: annual general meeting and extraordinary general
meeting. Except as otherwise provided in the Company Law, shareholders’ meetings shall be
convened by the Board of Directors.
The annual general meeting shall be convened at least once every year and shall be convened within
six (6) months after the close of each fiscal year except as otherwise approved by the Competent
Authority for good cause shown.
The extraordinary general meeting shall be convened at such time as may be deemed necessary
pursuant to relevant laws and regulations.
Article 9 - Where a shareholders’ meeting is convened by the Board of Directors, the chairman of the Company
shall act as the chairman of the shareholders’ meeting. In the event that the chairman is to be on
leave of absence or cannot attend the meeting for any cause whatsoever, the vice-chairman, or where
the chairman and the vice-chairman are both to be on leave of absence or cannot attend the meeting
for any cause whatsoever, one of the directors appointed by the chairman, or, where there is no
appointment, a director elected among all the directors, may act on behalf of the chairman.
Where a shareholders’ meeting is convened by a person with authority other than the Board of
Directors, such convener shall act as the chairman of the shareholders’ meeting. Where there are two
(2) or more conveners, the chairman of the meeting shall be elected amongst such conveners.
Article 10 - Unless otherwise specified by the law, each shareholder of the Company shall be entitled to one vote
for each share held.
Article 11 - (Deleted)
Chapter IV – Directors and Audit Committee
Article 12 - The Company shall have seven (7) to fifteen (15) directors to form the Board of Directors, one-fifth
(1/5) of whom shall be expert representatives.
The Board of Directors shall have one (1) chairman elected by and from among the directors with the
concurrence of a general majority of the directors present at a meeting attended by at least two-thirds
(2/3) of the directors and shall have one (1) vice-chairman elected in the same way.
The Board of Directors may establish various functional committees according to the laws and
regulations or business needs.
The Company shall establish an audit committee starting from the 7th Board of Directors. The
provisions related to supervisors under the Company Act, Securities and Exchange Act and other laws
shall apply mutatis mutandis to the audit committee.
Article 12-1- In accordance with Articles 181-2 and 183 of the Securities and Exchange Act, the Company shall,
beginning in the fifth commencement, establish at least three (3) independent directors to be included
in the number of directors designated in the preceding Article.
The elections for directors of the Company shall proceed with the candidate nomination system; the
shareholders shall elect the directors from among the nominees listed in the roster of candidates.
Elections for independent and non-independent directors shall proceed concurrently, and the number
of elected directors shall be calculated separately.
The professional qualifications, restrictions on shareholding and concurrent post, affirmation of
independence, nomination and election processes, exercise of authority and other requirements
of independent directors shall be determined and executed in accordance with the Securities and
Exchange Law and related regulations.
Article 13- The tenure of office of the directors will be three (3) years and they will be eligible for re-election.
In the event that the representative of a government or corporate body is elected as the director, the
government or corporate body may reappoint such representative at any time to supplement the
original tenure.
Article 13-1- 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 the
Company and referencing the regular standards of other corporations in the similar industry.
Article 14 - The following items shall be decided by the Board of Directors:
1) Increase or reduction of capital of the Company.
2) Regulations with regard to the organization of the Company.
3) Establishment, amendment, and abolishment of the branch offices within or outside the territory
of the Republic of China.
4) Examination of annual business budgets and final closing report.
5) Distribution of profits or off-set of deficit.
6) The amount and term of domestic and foreign loan.
7) The amount of Investment.
8) Issuance of corporate bonds.
9) Policies regarding personnel matters, material purchase, accounting, and internal control.
10) Amendment and modifications of regulations of organization of the Board of Directors and the
functional committee.
11) Amendment and modification of regulations with regard to the scope of duties of independent
directors.
12) Appointment and removal of the president, executive vice presidents, presidents of branch
offices, president of Telecommunication Laboratories, and president of Telecommunication
Training Institute.
13) Appointment and removal of the chiefs of finance, accounting and internal audit.
14) The remuneration standard for employees.
15) Policies regarding recommendation of chairman and president to subsidiaries.
16) Other duties and powers granted by the law or by shareholders’ meeting.
Article 15 - The Board of Directors’ meeting shall be convened at least one time a quarter. The special Board of
Directors’ meeting shall be convened at such time as may be deemed necessary. Both meetings shall
be convened by the chairman of the Company and such chairman shall act as the chairman of the
meeting. In the event that the chairman cannot attend the meeting for any cause whatsoever, the vice-
chairman, or where the chairman and the vice-chairman are both to be on leave of absence or cannot
attend the meeting for any cause whatsoever, one of the directors appointed by the chairman, or, where
there is no appointment, a director elected among all the directors, may act on behalf of the chairman.
Article 16 - All directors shall attend every Board of Directors’ meeting; in case any of the directors cannot attend
the meeting for any cause whatsoever, he/she may designate the other directors to act on his/her behalf
and such agent shall present the proxy setting forth the vested power of the purpose of the meeting
each time. However, each agent shall only accept one appointment from the directors.
Except as otherwise provided in the relevant laws or this Articles of Incorporation, any resolution
of a Board of Directors’ meeting shall be adopted at a meeting which at least general majority of the
directors attend and at which meeting a general majority of the directors present vote in favor of such
resolution.
Minutes of meetings shall be prepared for all resolutions adopted at a Board of Directors’ meeting.
Article 17 - (deleted).
Article 18 - (deleted).
Article 18-1- (deleted).
Article 18-2- The Company may purchase liability insurance policies for directors during the term of their offices
and within the scope of damages results from the performances of their official duties in order to
reduce and disperse the risks for the Company and shareholders due to the fault, mistake, violation of
duty, and inaccurate or misleading statements on part of the directors during the performance of their
duties.
Chapter V - Managerial Officers
Article 19 - The Company shall have one (1) chief executive officer, to be served as a concurrent post by the
chairman or by the president, to lead the managers in proposing and making significant policy
decisions regarding to the Company and all affiliates of the Company.
The Company shall have one (1) president, several executive vice presidents and presidents of branch
offices, and one (1) president for each of Telecommunication Laboratories and Telecommunication
Training Institute.
The president shall be a director with professional knowledge in telecommunication business.
Article 20 - The president shall, in accordance with the decision made by the Board of Directors and with
instruction from the chief executive officer, take charge of the affairs of the Company, and shall
have the authority to sign on behalf of the Company; the executive vice presidents, presidents of
branch offices, president of Telecommunication Laboratories, and president of Telecommunication
Training Institute shall assist the president in all affairs, and shall have the power to sign on behalf of
the Company within the scope set by rules decided by the president or authorized in writing by the
president.
The division of powers and duties between the Board of Directors and the president shall be
determined in accordance with the Powers and Duties Chart.
Chapter VI - Accounting
Article 21 - The fiscal year of the Company shall be from January 1 to December 31 of each year.
At the end of each fiscal year, the Board of Directors shall prepare the following statements and
reports, and shall submit the same to the annual general meeting for adoption according to the relevant
legal procedures.
1) Report of Operations;
2) Financial statements;
3) Resolution governing the distribution of profit or the making-up of losses.
Article 22 - After the Company has paid all taxes due at the end of each fiscal year, the Company shall offset its
accumulated losses and set aside ten percent (10 %) of the net profit as the statutory revenue reserve
before distribution of profits, except when the accumulated amount of such legal reserve equals to the
Company’s total authorized capital. The Company may also set aside or reverse special reserve(s)
according to the business need or laws and regulations. A minimum of fifty percent (50%) of the total
amount of the balance, including the accumulated retained profits from the previous year, shall be
distributed in the following manner:
1) Employee bonuses between two percent (2%) to five percent (5%);
2) Remuneration for directors not higher than 0.2%.
3) The remainder after deducting amounts in subparagraphs 1) and 2) shall be shareholders’
dividends. Cash dividends shall not be below fifty percent (50%) of the total dividends, but when
the cash dividends fall below NT$0.1 per share, dividends shall be distributed in the form of
stocks.
The percentage of distribution stipulated in the presiding paragraph 1 shall take into consideration
of the actual profitability of the year, capital budgeting, and status of finance, and shall be executed
following the resolution of shareholders’ meeting.
Dividends and bonuses shall not be distributed where the Company has no profits.
Where the Company has no loss, it may distribute the capital reserve derived from the income
of issuance of new shares at a premium, in whole or in part, by issuing new shares or by cash to
shareholders in proportion to the number of their original shares being held by each of them.
Article 23 -
In the event that the Company issues new shares, excluding ad hoc ratification by the central
competent authority, the Company shall reserve ten percent (10%) to fifteen percent (15%) of the total
newly issued shares for preemptive subscription by employees of the Company.
Chapter VII - Supplementary Provisions
Article 24 - The regulations with regard to the organization of the Board of Directors and the Company shall be
separately adopted.
Article 25 - Matters not specified herein shall be resolved in accordance with the Company Law.
Article 26 - This Articles of Incorporation was adopted on June 11, 1996.
LIST OF SUBSIDIARIES
(as of March 31, 2015)
NAME OF ENTITY
JURISDICTION OF INCORPORATION
Exhibit 8.1
CHIEF Telecom Inc.
Chunghwa International Yellow Pages Co., Ltd.
Chunghwa Investment Co., Ltd.
Chunghwa Precision Test Tech. Co., Ltd.
Chunghwa System Integration Co., Ltd.
Light Era Development Co., Ltd.
Senao International Co., Ltd.
Spring House Entertainment Tech. Inc.
Unigate Telecom Inc.
Honghwa International Co., Ltd. (formerly known as
Taiwan, ROC
Taiwan, ROC
Taiwan, ROC
Taiwan, ROC
Taiwan, ROC
Taiwan, ROC
Taiwan, ROC
Taiwan, ROC
Taiwan, ROC
Taiwan, ROC
Honghwa Human Resources Co., Ltd.)
New Prospect Investments Holdings Ltd.
Prime Asia Investments Group Ltd.
Chunghwa Investment Holding Company
Concord Technology Co., Ltd.
CHI One Investment Co., Ltd.
Donghwa Telecom Co., Ltd.
Senao International HK Limited
Chunghwa Hsingta Company Ltd.
Chunghwa Telecom Japan Co., Ltd.
CHPT Japan Co., Ltd.
Chief International Corp.
Senao International (Samoa) Holding Ltd.
Chunghwa Precision Test Tech. International, Ltd.
Glory Network System Service (Shanghai) Co., Ltd.
Chunghwa Telecom (China), Co., Ltd.
Chunghwa Telecom Singapore Pte., Ltd.
Chunghwa Telecom Global, Inc.
Chunghwa Precision Test Tech. USA Corporation
Chunghwa Telecom Vietnam Co., Ltd.
Chunghwa Sochamp Technology Inc.
Smartfun Digital Co., Ltd.
Ceylon Innovation Co., Ltd.
Senao Trading (Fujian) Co., Ltd.
Senao International Trading (Shanghai) Co., Ltd.
Senao International Trading (Shanghai) Co., Ltd.
Senao International Trading (Jiangsu) Co., Ltd.
Jiangsu Zhenhua Information Technology Company,
LLC.
British Virgin Islands
British Virgin Islands
Brunei
Brunei
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Japan
Japan
Samoa Islands
Samoa Islands
Samoa Islands
People’s Republic of China
People’s Republic of China
Singapore
United States of America
United States of America
Vietnam
Taiwan, ROC
Taiwan, ROC
Taiwan, ROC
People’s Republic of China
People’s Republic of China
People’s Republic of China
People’s Republic of China
People’s Republic of China
Hua-Xiong Information Technology Co., Ltd.
Shanghai Taihua Electronic Technology Limited
People’s Republic of China
People’s Republic of China
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 12.1
I, Lih-Shyng Tsai, certify that:
I have reviewed this annual report on Form 20-F of Chunghwa Telecom Co., Ltd.;
1.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the company as
of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the company, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company’s auditors and the audit committee of the company’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the company’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the company’s internal control over financial reporting.
Date: April 28, 2015
By:
Name:
Lih-Shyng Tsai
Title:
Chairman and Chief Executive Officer
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 12.2
I, Bo-Yung Chen, certify that:
I have reviewed this annual report on Form 20-F of Chunghwa Telecom Co., Ltd.;
1.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the company as
of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that material information relating to the company, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company’s auditors and the audit committee of the company’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the company’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the company’s internal control over financial reporting.
Date: April 28, 2015
By:
Name:
Title:
Bo-Yung Chen
Chief Financial Officer
Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.1
In connection with the Annual Report on Form 20-F of Chunghwa Telecom Co., Ltd. (the “Company”) for
the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Lih-Shyng Tsai, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Date: April 28, 2015
By:
Name:
Lih-Shyng Tsai
Title:
Chairman and Chief Executive Officer
Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.2
In connection with the Annual Report on Form 20-F of Chunghwa Telecom Co., Ltd. (the “Company”) for
the year ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the
“Report”), I, Bo-Yung Chen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Date: April 28, 2015
By:
Name:
Title:
Bo-Yung Chen
Chief Financial Officer
Chairman and CEO
President
Lih-Shyng Tsai
Mu-Piao Shih
Spokesperson
Acting Spokesperson
Stock Transfer Agent
Auditor
Exchange of ADR Listing
ADR Depositary Bank
Inquiries on ADR Investment
Bo-Yung Chen
Chief Financial Officer
Tel : +886-2-2344-3301
E-mail : bochen@cht.com.tw
Chi-Mau Hseih
Senior Executive Vice President
Tel : +886-2-2344-5768
E-mail : jimctc88@cht.com.tw
Hsu-Hui Ho
Vice President
Tel : +886-2-2344-3552
E-mail : hsuhuiho@cht.com.tw
Fu-Fu Shen
Assistant Vice President
Tel : +886-2-2344-5488
E-mail : ffshen@cht.com.tw
Yuanta Securities Corp., Securities Registrar Department
Address : B1, No. 210, Sec. 3, Chengde Rd., Datong Dist.,
Taipei City 103
Tel : +886-2-2586-5859
website : http://agent.yuanta.com.tw/index/htm
Deloitte & Touche
CPA : En-Ming Wu, Chao-Mei Chen
Address : 12th Floor, Hung Tai Finanical Plaza
156 Min Sheng East Road, Sec. 3, Songshan Dist.,
Taipei
Tel : +886-2-2545-9988
website : http://www.deloitte.com.tw
New York Stock Exchange
Exchange Code : CHT
Information website : http://www.nyse.com
JPMorgan Depositary Receipts
4 New York Plaza, Floor 12
New York, NY 10004, USA
Service No. in USA : 1-866-JPM-ADRS
website : http://www.adr.com
JPMorgan Depositary Receipts, ADR Service
Toll Free in USA : 1-800-990-1135
Tel No. out of USA : 1-651-453-2128
E-mail : jpmorgan.adr@wellsfargo.com
Ordinary mail : JPMorgan Chase Bank N.A.
P.O. Box 64504
St. Paul, MN 55164-0854, USA
Express mail : JPMorgan Chase Bank N.A.
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100, USA
Contact Information for Chunghwa Telecom Headquarters and Branches
Headquarters
21-3 Hsinyi Rd., Sec. 1, Taipei 10048, Taiwan, R.O.C.
Data Communications Business Group
21 Hsinyi Rd., Sec. 1, Taipei 10048, Taiwan, R.O.C.
Tel: +886-2-2344-6789
Fax: +886-2-2356-8306
http://www.cht.com.tw
Tel: +886-2-2344-4756
Fax: +886-2-2394-8404
Northern Taiwan Business Group
42 Renai Rd., Sec. 1, Taipei 10052, Taiwan, R.O.C.
Enterprise Business Group
16F., No.88, Sec. 4, Hsinyi Rd., Taipei 10682, Taiwan,
Tel: +886-2-2344-2485
Fax: +886-2-2344-3401
Southern Taiwan Business Group
230 Linsen 1st Rd., Kaohsiung 80042, Taiwan, R.O.C.
Tel: +886-7-344-3350
Fax: +886-7-344-3391
Mobile Business Group
35 Aikuo E. Rd., Taipei 10641, Taiwan, R.O.C.
Tel: +886-2-2344-2825
Fax: +886-2-3316-6121
International Business Group
31 Aikuo E. Rd., Taipei 10641, Taiwan, R.O.C.
Tel: +886-3-2344-3580
Fax: +886-3-2394-0944
R.O.C.
Tel: +886-2-2326-6688
Fax: +886-2-2326-6837
Telecommunication Laboratories
No. 99, Dianyan Rd., Yangmei Dist, Taoyuan City 32661,
Taiwan, R.O.C.
Tel: +886-3-424-4512
Fax: +886-3-490-4464
Telecommunication Training Institute
No. 168, Minzu Rd., Banqiao Dist., New Taipei City 22065,
Taiwan, R.O.C.
Tel: +886-2-2963-9588
Fax: +886-2-2955-4144
Chunghwa Telecom Overseas Office
Chunghwa Telecom ( China ) Co., Ltd.
Address: Room 901-902, No. 1118, Yan’an West Road,
Hua-Xiong Information Technology Co., Ltd.
Address: 31F, Building A, No.319, Xian Xia Rd., Far East
Changning, Shanghai, China 200052
International Plaza, Shanghai, China 200051
Tel No: +86 21 5230 5055
Fax No: +86 21 5230 5033
Tel No: +86 21 5291 9327
Fax No: +86 21 5291 9351
Email Address: william@cht.com.tw
Email Address: pota@cht.com.tw
Jiangsu Zhenhua Information Technology
Company, LLC
Address: Room 705, No. 468 Jing 12 Road, Dingmao,
Chunghwa Telecom Co., Ltd.
(Beijing Rep. Office)
Address: A1709 Vantone Plaza,2 Fuchengmenwai Dajie,
Zhenjiang, Jiangsu, China
Tel No: +86 511 8086 6606
Fax No: +86 511 8086 6604
Beijing 100037
Tel No: +86 10 6801 8035
Fax No: +86 10 6801 6309
Email Address: h5295sjm @cht.com.tw
Email Address: jianteng@cht.com.tw
Chunghwa Telecom Co., Ltd.
(Bangkok Rep. Office)
Address: 65/131 16th Floor chamnan phenjati Business
Centre, Rama 9 Rd., Huay Kwang District, Bangkok 10320,
Thailand
Tel No: +66 2 2487101
Fax No: +66 2 2487100
Email Address: houwy@cht.com.tw
Chunghwa Telecom Co., Ltd.
(Amstelveen Rep. Office)
Address: Room 46, prof. J.H. Bavincklaan 5, 1183 AT
Amstelveen, Netherlands
Tel No: +31 20 3451343
Fax No: +31 20 5453354
Email Address: andrewyeh@cht.com.tw
Chunghwa Telecom Vietnam Co., Ltd.
Address: Room 703, 7th Floor, 3D Center, C2K, Cau Giay
Industrial Zone, Duy Tan St., Cau Giay Dist., Ha Noi,
Vietnam
Tel No: +84 4 3795 1150 ~52
Fax No: +84 4 3795 1149
Email Address: sschang@cht.com.tw
Chunghwa Telecom Co., Ltd.
(Yangon Rep. Office)
Address: Room 206, Union Business Center, Nat Mauk
Road, Bahan Tsp. Yangon, Myanmar
Tel No: +95 9250815110
Email Address: chengku@cht.com.tw
Chunghwa Telecom Vietnam Co., Ltd.,
HCMC Branch
Address: Room 3, Floor 5th , Crescent Plaza, 105 Ton Dat
Tien Street, Ward Tan Phu, District 7, Hochiminh City,
Vietnam
Tel No: +84 8 5413 8251
Fax No: +84 8 5413 8252
Email Address: sschang@cht.com.tw
Chunghwa Telecom Global, Inc.
Address: 2107 North First Street, Ste. 580, San Jose, CA
95131, USA
Tel No: +1 408 4541698
Fax No: +1 408 5737168
Email Address: joe.yang@chtglobal.com
Chunghwa Telecom Global, Inc. (LA Office)
Address: 21671 Gateway Center Drive, Suite 212 Diamond
Bar, CA 91765
Tel No: +1 909 9785388
Fax No: +1 909 9785380
Email Address: joe.yang@chtglobal.com
Donghwa Telecom Co., Ltd.
Address: Unit A,7/F., Tower A, Billion Centre, No.1 Wang
Kwong Road, Kowloon Bay, Kowloon, Hong Kong
Tel No: +852 3586 2600
Fax No: +852 3586 3936
Email Address: phoebe-wang @cht.com.tw
Chunghwa Telecom Japan Co., Ltd.
Address: Level 5, Asakawa Building 2-1-17 Shiba Daimon,
Minato-Ku, Tokyo 105-0012, Japan
Tel No: +81 3 3436 5988
Fax No: +81 3 3436 7599
Email Address: jackshyu @cht.com.tw
Chunghwa Telecom Japan Co., Ltd.
(Osaka Office)
Address: Room112, 520 ATC O’s N Bldg., 2-1-10, Nanko-
kita Suminoe-ku, Osaka 559-0034, Japan
Tel No: +81 6 6614 9722
Email Address: jackshyu @cht.com.tw
Chunghwa Telecom Singapore Pte., Ltd.
Address: No. 331 North Bridge Road, #03-05, Odeon
Towers Singapore 188720
Tel No: +65 6337 2010
Fax No: +65 6337 2047
Email Address: suwenmean@cht.sg
Chunghwa Telecom Singapore Pte., Ltd.
(Jakarta office)
Address: Cyber Building 6th Floor, Room 612, Jl. Kuningan
Barat No. 8 Jakarta 12710, Indonesia
Tel No: +62 21 2996 6906
Fax No: +62 21 2996 6907
Email Address: suwenmean@cht.sg
p S