1934 Act Registration No. 1-31731
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Dated August 10, 2018
Chunghwa Telecom Co., Ltd.
(Translation of Registrant’s Name into English)
21-3 Hsinyi Road Sec. 1,
Taipei, Taiwan, 100 R.O.C.
(Address of Principal Executive Office)
(Indicate by check mark whether the registrant files or will file annual reports under cover of form 20-F or Form 40-F.)
Form 20-F ☒ Form 40-F ☐
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ☐ No☒
(If “Yes” is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable )
1
Exhibit |
Description |
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99.01 |
Announcement on 2018/07/16 : |
Chunghwa Telecom to hold conference call for the second quarter 2018 results |
99.02 |
Announcement on 2018/07/24 : |
Response to the news report regarding Chunghwa Telecom’s Oversea Subsidiary’s former President interrogated by Taipei District Prosecutor |
99.03 |
Announcement on 2018/07/30 : |
Announcement for disposal of shares of CHPT with total amount exceeding NT$300 million on behalf of Chunghwa Investment Co.,a subsidiary of Chunghwa Telecom |
99.04 |
Announcement on 2018/07/31 : |
Clarification on the report about Chunghwa Telecom is striving for 2018 EPS of NT$5. |
99.05 |
Announcement on 2018/08/07 : |
Board resolution approving donation to related parties |
99.06 |
Announcement on 2018/08/07 : |
New appointment of Business Senior Executive Vice President |
99.07 |
Announcement on 2018/08/07 : |
The Board approved the appointment of senior management |
99.08 |
Announcement on 2018/08/08 : |
To announce the differences between the second quarter of 2018 financial statements under Taiwan-IFRSs and IFRSs |
99.09 |
Announcement on 2018/08/10 : |
Change of Acting Spokesperson |
99.10 |
Announcement on 2018/08/10 : |
New Appointment of Representative of Juristic Person Director |
99.11 |
Announcement on 2018/08/10 : |
Chunghwa Telecom announces its operating results for July 2018 |
99.12 |
Announcement on 2018/08/10 : |
July 2018 sales |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant Chunghwa Telecom Co., Ltd. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 10, 2018 |
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Chunghwa Telecom Co., Ltd. |
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By: |
/s/Shui-Yi Kuo |
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Name: |
Shui-Yi Kuo |
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Title: Chief Financial Officer |
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3
Chunghwa Telecom to hold conference call for the second quarter 2018 results
Date of events: 2018/07/30
Contents:
1.Date of the investor conference: 2018/07/30
2.Time of the investor conference: 15:00 (Taipei time)
3.Location of the investor conference: Teleconference
4.Brief information disclosed in the investor conference:
Please refer to https://www.cht.com.tw/chtir at 14:30 on July 30, 2018
Taipei time.
5.The presentation of the investor conference release:
Please refer to http://mops.twse.com.tw/
6.Will the presentation be released in the Company’s website:
Presentation will be released on https://www.cht.com.tw/chtir
7.Any other matters that need to be specified:Teleconference will be held
during 15:00-16:00 Taipei time
4
Response to the news report regarding Chunghwa Telecom’s Oversea Subsidiary’s former President interrogated by Taipei District Prosecutor
Date of events: 2018/07/24
Contents:
1.Date of occurrence of the event:2018/07/24
2.Company name:Chunghwa Telecom Co., Ltd.
3.Relationship to the Company (please enter ”head office” or
”subsidiaries”):Oversea Subsidiaries
4.Reciprocal shareholding ratios:100%
5.Name of the reporting media:UDN News
6.Content of the report:It was reported that Chunghwa Telecom’s Oversea
Subsidiary’s former President interrogated by Taipei District Prosecutor.
7.Cause of occurrence:Response to the news report.
8.Countermeasures:The case is under investigation by Taipei District
Prosecutor's Office, and Chunghwa Telecom will fully support Taipei
District Prosecutor’s investigation.
9.Any other matters that need to be specified:none
5
Announcement for disposal of shares of CHPT with total amount exceeding NT$300 million on behalf of Chunghwa Investment Co.,a subsidiary of Chunghwa Telecom
Date of events: 2018/07/30
Contents:
1.Name of the securities: Chunghwa Precision Test Tech. Co., Ltd.
2.Trading date: 2018/07/03~2018/07/30
3.Trading volume, unit price, and total monetary amount of the transaction:
Trading volume : 430,000 shares
Unit price : NT$ 759.84
Total monetary amount of the transaction : NT$ 326,732,000
4.Gain (or loss) (not applicable in case of acquisition of securities):NA
5.Relationship with the underlying company of the trade: Subsidiary
6.Current cumulative volume, amount, and shareholding percentage of
holdings of the security being traded (including the current trade)
and status of any restriction of rights (e.g.pledges):
Current cumulative volume: 11,377,884 shares
Current cumulative amount: NT$ 2,015,478,372
Shareholding percentage of holdings of the security being traded : 34.70%
Status of any restriction of rights: None
7.Current ratio of long or short term securities investment (including
the current trade) to the total assets and shareholder's equity as
shown in the most recent financial statement and the operational capital
as shown in the most recent financial statement:
Total securities investment / Total assets : 0.59%
Total securities investment / Total shareholder's equity : 0.67%
Total operational capital : NT$ 4,832,637,091
8.Concrete purpose/objective of the acquisition or disposal:
Supplement working capital
9.Do the directors have any objections to the present transaction?: None
10.Any other matters that need to be specified:
The transaction will be accounted for as equity transaction since Chunghwa
Telecom Group does not cease to have control over Chunghwa Precision Test
Tech. Co., Ltd. According to International Financial Reporting Standards
(IFRS), the difference arising from equity transaction will be recorded as
an increase in additional paid-in capital.
6
Clarification on the report about Chunghwa Telecom is striving for 2018 EPS of NT$5.
Date of events: 2018/07/31
Contents:
1.Date of occurrence of the event:2018/07/31
2.Company name:Chunghwa Telecom Co., Ltd.
3.Relationship to the Company (please enter ”head office” or
”subsidiaries”):head office
4.Reciprocal shareholding ratios:N/A
5.Name of the reporting media:Commercial Times
6.Content of the report: Chunghwa Telecom is striving for 2018 EPS of NT$5.
7.Cause of occurrence:The Company has released its 2018 consolidated financial
forecast on the MOPS website for public reference.
8.Countermeasures:Material Information
9.Any other matters that need to be specified:none
7
Board resolution approving donation to related parties
Date of events: 2018/08/07
Contents:
1.Date of occurrence of the event:2018/08/07
2.The reason for the donation:The company will donate NT$ 3 million
3.The total amount of the donation:NT$ 3 million
4.Counterparty to the donation:Sports Administration, Ministry of Education
5.Relationship to the Company:The Government agency
6.Name and resume of the independent
director that expressed objection
or reservation:None
7.Contents of the objection or reservation:None
8.Any other matters that need to be specified:None
8
New appointment of Business Senior Executive Vice President
Date of events: 2018/08/07
Contents:
1.Type of personnel changed (please enter: spokesperson, acting
spokesperson, important personnel(CEO, COO, CMO,
CSO, etc.),financial officer, accounting officer, research and
development officer, or internal audit officer):important personnel
2.Date of occurrence of the change:2018/08/07
3.Name, title, and resume of the replaced person:Hsiu-Gu Huang, former
President of the Enterprise Business Group, Master’s degree in Management
science from National Chiao Tung University.
4.Name, title, and resume of the replacement:Hong-Chan Ma, President of our
Data Communications Business Group and former Vice President of Marketing
Department of the company, Master’s degree in Management science from
National Chiao Tung University.
5.Type of the change (please enter: “resignation”, “position
adjustment”, “dismissal”, “retirement”, “death” or “new
replacement” ):position adjustment
6.Reason for the change:position adjustment
7.Effective date:the day on which the new Business Senior Executive Vice
President assumes office.
8.Any other matters that need to be specified:Mr. Hong-Chan Ma will also act
for the position of President of Data Communications Business Group.
9
EXHIBIT 99.07
The Board approved the appointment of senior management
Date of events: 2018/08/07
Contents:
1.Date of occurrence of the event: 2018/08/07
2.Company name: Chunghwa Telecom Co., Ltd.
3.Relationship to the Company (please enter ”head office” or
”subsidiaries”):head office
4.Reciprocal shareholding ratios: None
5.Cause of occurrence: The 8th Meeting of the 13th Term Board of Directors
approved the appointment of the management as follows:
(1) Appoints Hsiu-Gu Huang, the Business Senior Executive Vice President
acting for the President of the Enterprise Business Group, to be the
President of the Enterprise Business Group.
(2) Appoints Hong-Chan Ma, the President of the Data Communications Business
Group, to be the Business Senior Executive Vice President and act for
the President of the Data Communications Business Group.
6.Countermeasures: None
7.Any other matters that need to be specified: None
10
To announce the differences between the second quarter of 2018 financial statements under Taiwan-IFRSs and IFRSs
Date of events: 2018/08/08
Contents:
1.Date of occurrence of the event:2018/08/08
2.Of which year/ quarter financial report required to be adjusted:
The second quarter of 2018
3.Accounting principles applied (domestic listing securities):
Regulations Governing the Preparation of Financial Reports by Securities
Issuers and International Accounting Standard 34 “Interim Financial
Reporting” endorsed and issued into effect by the Financial Supervisory
Commission of the Republic of China (“Taiwan-IFRSs”)
4.Inconsistent items/ amounts (domestic listing securities):
Under Taiwan-IFRSs, Chunghwa Telecom Co., Ltd. and its subsidiaries
(or the “Company”) reported consolidated net income of NT$10,063,385
thousand and NT$19,090,889 thousand, consolidated net income attributable
to stockholders of the parent of NT$9,861,497 thousand and NT$18,589,021
thousand, and basic earnings per share of NT$1.27 and NT$2.40 for the
three months and six months ended June 30, 2018, respectively. The Company
also reported total assets of NT$480,278,587 thousand, total liabilities
of NT$110,912,224 thousand, and total equity of NT$369,366,363 thousand
as of June 30, 2018.
5.Accounting principles applied (securities issued overseas):
IAS 34 “Interim Financial Reporting” as issued by the International
Accounting Standard Board (“IFRSs”)
6.Inconsistent items/ amounts (securities issued overseas):
Under IFRSs, the Company reported consolidated net income of NT$13,513
million and NT$22,036 million, consolidated net income attributable to
stockholders of the parent of NT$13,204 million and NT$21,471 million,
and basic earnings per share of NT$1.70 and NT$2.77 for the three months
and six months ended June 30, 2018, respectively. The Company also
reported total assets of NT$480,073 million, total liabilities of
NT$111,900 million, and total equity of NT$368,173 million as of
June 30, 2018.
7.Cause of the inconsistency:
The differences between consolidated net income under Taiwan-IFRSs and
that under IFRSs followed by the Company mainly come from the timing of
the recognition of income tax on unappropriated earnings. In addition,
prior to incorporation, the Company was subject to the laws and
regulations applicable to state-owned enterprises in Taiwan which
differed from the generally accepted accounting principles as applicable
to commercial companies. As such, revenue from providing fixed line
connection service and selling prepaid phone cards was recognized at the
time the service was performed or the card was sold by the Company.
Upon incorporation, net assets greater than the capital stock was
credited as additional paid-in-capital and part of the additional
paid-in-capital was from the unearned revenues generated from connection
fees and prepaid cards as of the date of incorporation. Under IFRSs,
revenue from connection fees and prepaid phone cards was deferred at
the time of the service performed or sale and recognized as revenue
over time as the service is continuously performed or as consumed.
11
This reclassification from additional paid-in capital to retained
earnings did not affect total equity.
8.Any other matters that need to be specified:
Chunghwa Telecom’s earnings distribution and stockholders’ equity
matters are in accordance with Taiwan-IFRSs.
12
EXHIBIT 99.09
Change of Acting Spokesperson
Date of events: 2018/08/10
Contents:
1.Type of personnel changed (please enter: spokesperson, acting
spokesperson, important personnel(CEO, COO, CMO,
CSO, etc.),financial officer, accounting officer, research and
development officer, or internal audit officer):Acting spokesperson
2.Date of occurrence of the change:2018/08/10
3.Name, title, and resume of the replaced person:
Hsiu-Gu Huang , acting spokesperson;
4.Name, title, and resume of the replacement:
Hong-Chan Ma, acting spokesperson;
5.Type of the change (please enter: “resignation”, “position
adjustment”, “dismissal”, “retirement”, “death” or “new
replacement” ):position adjustment
6.Reason for the change:position adjustment
7.Effective date:2018/08/10
8.Any other matters that need to be specified:None
13
New Appointment of Representative of Juristic Person Director
Date of events: 2018/08/10
Contents:
1.Date of occurrence of the change:2018/08/10
2.Name of juristic-person director/ supervisor:
Ministry of Transportation and Communications
3.Name and resume of the replaced person:Shin-Yi Chang, Director of
Accounting Department, Ministry of Transportation and Communications
4.Name and resume of the replacement:Chen-Yuan Chang,Political Deputy
Minister, Ministry of Transportation and Communications
5.Reason for the change:discharge, new appointment
6.Original term (from __________ to __________):from 2016/06/24 to 2019/06/23
7.Effective date of the new appointment:2018/08/10
8.Any other matters that need to be specified:None
14
Chunghwa Telecom announces its operating results for July 2018
Date of events: 2018/08/10
Contents:
1.Date of occurrence of the event:2018/08/10
2.Company name:Chunghwa Telecom Co., Ltd.
3.Relationship to the Company (please enter "head office" or
"subsidiaries"):head office
4.Reciprocal shareholding ratios:N/A
5.Cause of occurrence:
Chunghwa Telecom consolidated revenue for July 2018 was NT$ 17.14 billion, an 8.0 % decrease year-over-year, mainly due to the decrease of voice revenue resulted from continuing VoIP substitution and the decline of mobile service revenue owing to market competition, which offset the increase of MOD revenue and ICT projects revenue. Operating costs and expenses were NT$ 13.64 billion, a 4.3 % decrease year-over-year, mainly due to the decrease of cost of goods sold. Operating income was NT$ 3.5 billion, a 19.7 % decrease year-over-year. Net income attributable to stockholders of the parent company was NT$ 2.8 billion, a 21.3 % decrease year-over-year. EPS was NT$0.36.
6.Countermeasures: None
7.Any other matters that need to be specified: None
15
EXHIBIT 99.12
Chunghwa Telecom
August 10, 2018
This is to report the changes or status of 1) Sales volume 2) Funds lent to other parties 3) Endorsements and guarantees 4) Financial derivative transactions for the period of July 2018.
1) Sales volume (NT$ Thousand)
Period |
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Items |
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2018 |
|
2017 |
|
Changes |
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% |
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Jul. |
|
Net sales |
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17,138,830 |
|
18,623,904 |
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(-)1,485,074 |
|
(-)7.97% |
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Jan.-Jul. |
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Net sales |
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124,429,548 |
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128,828,445 |
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(-)4,398,897 |
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(-)3.41% |
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2) Funds lent to other parties (NT$ thousand)
Lending Company |
Current Month |
Last Month |
Specified Amount |
Parent Company |
0 |
0 |
0 |
Subsidiaries |
0 |
0 |
0 |
3) Endorsements and guarantees (NT$ thousand)
Guarantor |
Increase (Decrease) |
Accumulated |
Limited Amount |
Parent Company |
0 |
0 |
0 |
Subsidiaries |
0 |
650,000 |
2,821,590 |
4) Financial derivative transactions accumulated from January to the reporting month (NT$ thousand)
a-1 Non-trading purpose (that does not meet the criteria for hedge accounting)
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Forward Contract |
Margins Paid |
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0 |
Premiums Received (Paid) |
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0 |
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Outstanding Position |
Total amount of contract |
453,829 |
Fair Value |
4,200 |
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The amount of unrealized gain(loss) recognized this year |
4,294 |
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Settled Position |
Total amount of contract |
266,871 |
The amount of realized gain(loss) recognized this year |
-4,411 |
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16
a-2 Non-trading purpose (that meets the criteria for hedge accounting,)
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Forward Contract |
Margins Paid |
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0 |
Premiums Received (Paid) |
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0 |
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Outstanding Position |
Total amount of contract |
128,165 |
Fair Value |
3,519 |
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The amount of unrealized gain(loss) recognized this year |
4,369 |
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Settled Position |
Total amount of contract |
815,176 |
The amount of realized gain(loss) recognized this year |
-5,650 |
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b Trading purpose : None
17