Foreign Filer Report • Jan 10, 2020
Preview not available for this file type.
Download Source File6-K 1 cht-6k_20200110.htm 6-K HTML PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" cht-6k_20200110.htm NG Converter v5.0.19273.161
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 January 10, 2020
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 | |
|---|---|---|
| 99.01 | Announcement on 2019/12/13: | CHT Security Co., Ltd., the Company's subsidiary announces the acquisition of right-of-use asset from the Southern Taiwan Business Group of the Company |
| 99.02 | Announcement on 2019/12/17: | Board resolution approving donation to related parties |
| 99.03 | Announcement on 2019/12/17: | Chunghwa Telecom to hold conference call for the fourth quarter 2019 results |
| 99.04 | Announcement on 2019/12/19: | CHT Security Co., Ltd., the Company's subsidiary announces the acquisition of right-of-use asset from the Data Communication Business Group of the Company. |
| 99.05 | Announcement on 2019/12/31: | Chunghwa System Integration Co., Ltd., the Company's subsidiary announces the acquisition of right-of-use asset from the Company |
| 99.06 | Announcement on 2020/1/10: | Chunghwa Telecom announces its operating results for December 2019 |
| 99.07 | Announcement on 2020/1/10: | December 2019 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: January 10, 2020 | |
|---|---|
| Chunghwa Telecom Co., Ltd. | |
| By: | /s/Shui-Yi Kuo |
| Name: | Shui-Yi Kuo |
| Title: Chief Financial Officer |
3
EXHIBIT 99.01
CHT Security Co., Ltd., the Company's subsidiary announces the acquisition of right-of-use asset from the Southern Taiwan Business Group of the Company
Date of events: 2019/12/13
Contents:
Name and nature of the subject matter (e.g.land located at Sublot XX, Lot XX, North District, Taichung City): 5F., No. 20*, Zhisheng Rd., Zuoying Dist., Kaohsiung City 813, Taiwan (R.O.C.)
Date of the occurrence of the event:2019/12/13~2019/12/13
3.Transaction volume (e.g.XX square meters, equivalent to XX p'ing), unit price, total transaction price: 5F., No. 20*, Zhisheng Rd., Zuoying Dist., Kaohsiung City 813, Taiwan (R.O.C.): About 57.98ping
Price per unit: NT$690 per ping per month
Total monthly: Per month NT$40,000
Total transaction amount: NT$480,000
Right-of-use assets : NT$453,807
Trading counterpart: Southern Taiwan Business Group, Chunghwa Telecom Co., Ltd.
Relationship with the company: parent company
The reason for choosing the related party: We make this decision to rent from Chunghwa Telecom Co., Ltd because of the consideration of the property location and overall operation.
The relationship between the owner of the previous transfer and the company and the counterpart of the transaction: N/A
Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: N/A
Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained):N/A
Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
Delivery or payment terms: monthly payment
Lease period: 2020/1/1~2020/12/31
Contractual restrictions and other important appointments: None
Trading decision method and price reference basis: based on previous contract price.
Decision unit: Board of directors delegates the chairman to decide.
10.Name of the professional appraisal institution and its appraisal amount: N/A
Name of the appraiser: N/A
4
Practice certificate number of the appraiser: N/A
Is the appraisal report price a limited price or specific price?:N/A
Has an appraisal report not yet been obtained?:N/A
Reason for an appraisal report not been obtained: N/A
Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA:N/A
Name of the CPA firm: N/A
Name of the certifying CPA:N/A
The practice certificate number of the CPA:N/A
Broker and broker's fee: N/A
Concrete purpose or use of the acquisition or disposal: Office premises
Do the directors have any objection to the present transaction?:No
Is it a related party transaction?:Yes
Date of the board of directors’ resolution: 2019/12/19
Date of the recognition of the supervisors or the board of independent directors’ resolution: 2019/12/19
Is the transaction to acquire a real estate or right-of-use asset from the related party?:Yes
The appraisal price conducted in accordance with the Article 16 of the ”Regulations Governing the Acquisition and Disposal of Assets by Public Companies”: N/A
Where the above appraisal price is lower than the transaction price, the appraisal price conducted in accordance with the Article 17 of the ”Regulations Governing the Acquisition and Disposal of Assets by Public Companies”: N/A
Any other matters that need to be specified: None
5
EXHIBIT 99.02
Board resolution approving donation to related parties
Date of events: 2019/12/17
Contents:
Date of occurrence of the event:2019/12/17
The reason for the donation: To promote philanthropy events
The total amount of the donation: Donating Chunghwa Telecom Foundation NT$51.7 million and the government agencies NT$16.88 million, totally NT$68.58 million.
Counterparty to the donation: Chunghwa Telecom Foundation, government agencies (Tourism Bureau of Ministry of Transportation and Communications, and National Taiwan University.)
Relationship to the Company:
(A) Chunghwa Telecom Foundation: Being established by Chunghwa Telecom’s endowment
(B) The Government agencies: The Ministry of Transportation and Communications (MOTC) as the largest shareholder, holds 35.29% of Chunghwa Telecom’s shares.
Name and resume of the independent director that expressed objection or reservation: None
Contents of the objection or reservation: None
Any other matters that need to be specified: None
6
EXHIBIT 99.03
Chunghwa Telecom to hold conference call for the fourth quarter 2019 results
Date of events: 2019/12/17
Contents:
Date of the investor conference:2020/01/22
Time of the investor conference:15:00
Location of the investor conference: Teleconference
Brief information disclosed in the investor conference: Please refer to https://www.cht.com.tw/chtir at 14:30 on January 22, 2020 Taipei time.
The presentation of the investor conference release: Please refer to http://mops.twse.com.tw
Will the presentation be released in the Company’s website: Presentation will be released on https://www.cht.com.tw/chtir.
Any other matters that need to be specified: Teleconference will be held during 15:00-16:00 Taipei time.
7
EXHIBIT 99. 04
CHT Security Co., Ltd., the Company's subsidiary announces the acquisition of right-of-use asset from the Data Communication Business Group of the Company.
Date of events: 2019/12/19
Contents:
Name and nature of the subject matter (e.g.land located at Sublot XX, Lot XX, North District, Taichung City): 2F., No. 35*, Sec. 1, Wenxin Rd., Nantun Dist., Taichung City 408, Taiwan (R.O.C.)
Date of the occurrence of the event:2019/12/19
Transaction volume (e.g.XX square meters, equivalent to XX p'ing), unit price, total transaction price: 2F., No. 35*, Sec. 1, Wenxin Rd., Nantun Dist., Taichung City 408, Taiwan (R.O.C.): About 26.86ping
Price per unit: NT$875 per ping per month
Total monthly: Per month NT$23,490
Total transaction amount: NT$281,880
Right-of-use assets : NT$266,495
Trading counterpart: Data Communication Business Group, Chunghwa Telecom Co., Ltd.
Relationship with the company: parent company
The reason for choosing the related party: We make this decision to rent from Chunghwa Telecom Co., Ltd because of the consideration of the property location and overall operation.
The relationship between the owner of the previous transfer and the company and the counterpart of the transaction: N/A
Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: N/A
Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): N/A
Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
Delivery or payment terms: monthly payment
Lease period: 2020/1/8~2021/1/7
Contractual restrictions and other important appointments: None
Trading decision method and price reference basis: based on previous contract price.
Decision unit: Board of directors
Name of the professional appraisal institution and its appraisal amount: N/A
Name of the appraiser: N/A
Practice certificate number of the appraiser: N/A
8
Is the appraisal report price a limited price or specific price?: N/A
Has an appraisal report not yet been obtained?: N/A
Reason for an appraisal report not been obtained: N/A
Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: N/A
Name of the CPA firm: N/A
Name of the certifying CPA: N/A
The practice certificate number of the CPA: N/A
Broker and broker's fee: N/A
Concrete purpose or use of the acquisition or disposal: Office premises
Do the directors have any objection to the present transaction?: No
Is it a related party transaction?: Yes
Date of the board of directors’ resolution: 2019/12/19
Date of the recognition of the supervisors or the board of independent directors’ resolution: 2019/12/19
Is the transaction to acquire a real estate or right-of-use asset from the related party?: Yes
The appraisal price conducted in accordance with the Article 16 of the ”Regulations Governing the Acquisition and Disposal of Assets by Public Companies”: N/A
Where the above appraisal price is lower than the transaction price, the appraisal price conducted in accordance with the Article 17 of the ”Regulations Governing the Acquisition and Disposal of Assets by Public Companies”: N/A
Any other matters that need to be specified: None
9
EXHIBIT 99. 0 5
Chunghwa System Integration Co., Ltd., the Company's subsidiary announces the acquisition of right-of-use asset from the Company.
Date of events: 2019/12/31
Contents:
(1) 1F & 8F., No. 3*, Aiguo E. Rd., Da’an Dist., Taipei City
(2) 1F., No. 5*, Sec. 2, Jinshan S. Rd., Da’an Dist., Taipei City
(3) 2F., No. 5*, Sec. 2, Jinshan S. Rd., Da’an Dist., Taipei City
(4) B2F., No. 3*, Aiguo E. Rd., Da’an Dist., Taipei City
(5) No. 6*, Ln. 260, Zhong’ai Rd., Guanyin Dist., Taoyuan City
Date of the occurrence of the event: 2019/12/31
Transaction volume (e.g.XX square meters, equivalent to XX p'ing), unit price, total transaction price:
(1) Lease area of 1F & 8F., No. 3*, Aiguo E. Rd., Da’an Dist., Taipei City: About 90.5 ping
Price per unit: NT$1,908.066 per ping per month
Total monthly: NT$172,680
Total transaction amount: NT$3,626,280
Right-of-use assets: NT$3,426,310
(2) Lease area of 1F., No. 5*, Sec. 2, Jinshan S. Rd., Da’an Dist., Taipei City: About 8 ping
Price per unit: NT$1,383.750 per ping per month
Total monthly: NT$11,070
Total transaction amount: NT$265,680
Right-of-use assets: NT$250,480
(3) Lease area of 2F., No. 5*, Sec. 2, Jinshan S. Rd., Da’an Dist., Taipei City: About 42.35 ping
Price per unit: NT$1,650.012 per ping per month
Total monthly: NT$69,878
Total transaction amount: NT$838,536
Right-of-use assets: NT$794,735
(4) Lease area of B2F., No. 3*, Aiguo E. Rd., Da’an Dist., Taipei City: About 192.84 ping
Price per unit: NT$202.759 per ping per month
Total monthly: NT$39,100
Total transaction amount: NT$469,200
Right-of-use assets: NT$444,693
(5) Lease area of No. 6*, Ln. 260, Zhong’ai Rd., Guanyin Dist., Taoyuan City: About 15 ping
Price per unit: NT$700 per ping per month
Total monthly: NT$10,500
Total transaction amount: NT$126,000
Right-of-use assets: NT$119,419
The sum of transaction amount above: NT$5,325,696
The sum of right-of-use assets above: NT$5,035,637
Trading counterpart: Chunghwa Telecom Co., Ltd.
Relationship with the company: parent company
The reason for choosing the related party as trading counterpart: For the company’s overall business planning and requirements.
10
The identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: N/A
Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: N/A
Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): N/A
Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
(1) Delivery or payment terms: quarterly payment
Lease period: 2020/01/01~2021/09/30
Contractual restrictions and other important appointments: None
(2) Delivery or payment terms: monthly payment
Lease period: 2020/02/01~2022/01/31
Contractual restrictions and other important appointments: None
(3) Delivery or payment terms: monthly payment
Lease period: 2020/01/01~2020/12/31
Contractual restrictions and other important appointments: None
(4) Delivery or payment terms: monthly payment
Lease period: 2020/01/01~2020/12/31
Contractual restrictions and other important appointments: None
(5) Delivery or payment terms: monthly payment
Lease period: 2020/01/01~2020/12/31
Contractual restrictions and other important appointments: None
Trading decision method and price reference basis: bargaining according to market conditions
Decision unit: Board of Directors
Name of the professional appraisal institution and its appraisal amount: N/A
Name of the appraiser: N/A
Practice certificate number of the appraiser: N/A
Is the appraisal report price a limited price or specific price?: N/A
Has an appraisal report not yet been obtained?: N/A
Reason for an appraisal report not been obtained: N/A
Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: N/A
Name of the CPA firm: N/A
Name of the certifying CPA: N/A
The practice certificate number of the CPA: N/A
Broker and broker's fee: N/A
Concrete purpose or use of the acquisition or disposal: Office premises
11
Do the directors have any objection to the present transaction?: No
Is it a related party transaction?: Yes
Date of the board of directors’ resolution: 2019/12/31
Date of the recognition of the supervisors or the board of independent directors’ resolution: 2019/12/31
Is the transaction to acquire a real estate or right-of-use asset from the related party?: Yes
The appraisal price conducted in accordance with the Article 16 of the ”Regulations Governing the Acquisition and Disposal of Assets by Public Companies”: N/A
Where the above appraisal price is lower than the transaction price, the appraisal price conducted in accordance with the Article 17 of the ”Regulations Governing the Acquisition and Disposal of Assets by Public Companies”: N/A
Any other matters that need to be specified: None
12
EXHIBIT 99. 06
Chunghwa Telecom announces its operating results for December 2019
Date of events: 2020/01/10
Contents:
Date of occurrence of the event: 2020/01/10
Company name: Chunghwa Telecom Co., Ltd.
Relationship to the Company (please enter "head office" or "subsidiaries"):head office
Reciprocal shareholding ratios: N/A
Cause of occurrence:
Chunghwa Telecom announced its total revenue for 2019 was NT$207.52 billion. Operating income was NT$ 40.70 billion. Income before tax was NT$ 41.78 billion.Net income attributable to stockholders of the parent company was NT$32.81 billion. Accumulated EPS was NT$4.23, below the guidance.
Chunghwa Telecom consolidated revenue for December 2019 increased year over year to NT$ 20.14 billion. Compared to the same period of last year, ICT project revenue increased, which offset the decrease of handset sales revenue, government service revenue of internet business and fixed-line voice revenue. Operating costs and expenses were NT$ 16.83 billion. Operating income was NT$ 3.26 billion. Income before tax was NT$ 3.19 billion. Net income attributable to stockholders of the parent company was NT$ 2.47 billion. EPS was NT$0.32.
Countermeasures: None
Any other matters that need to be specified: None
13
EXHIBIT 99.07
Chunghwa Telecom
January 10, 2020
This is to report the changes or status of 1) Sales volume 2) Funds lent to other parties 3) Endorsements and guarantees 4) Financial derivative transactions for the period of December 2019.
1) Sales volume (NT$ Thousand)
| Period | Items | 2019 | 2018 | Changes | % |
|---|---|---|---|---|---|
| Dec. | Net sales | 20,142,506 | 19,474,516 | (+) 667,990 | (+) 3.43 % |
| Jan.-Dec. | Net sales | 207,520,265 | 215,483,158 | (-) 7,962,893 | (-) 3.70 % |
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 | 400,000 | 2,868,521 |
4) Financial derivative transactions accumulated from January to the reporting month (NT$ thousand)
a-1 Non-trading purpose ( t hat does not meet the criteria for hedge accounting)
| Margins Paid | Forward Contract — 0 | |
|---|---|---|
| Premiums Received (Paid) | 0 | |
| Outstanding Position | Total amount of contract | 50,910 |
| Fair Value | -228 | |
| The amount of unrealized gain(loss) recognized this year | 669 | |
| Settled Position | Total amount of contract | 625,430 |
| The amount of realized gain(loss) recognized this year | -6,248 |
14
a-2 Non-trading purpose ( t hat meets the criteria for hedge accounting,)
| Margins Paid | Forward Contract — 0 | |
|---|---|---|
| Premiums Received (Paid) | 0 | |
| Outstanding Position | Total amount of contract | 84,066 |
| Fair Value | 327 | |
| The amount of unrealized gain(loss) recognized this year | -742 | |
| Settled Position | Total amount of contract | 616,982 |
| The amount of realized gain(loss) recognized this year | -2,026 |
b Trading purpose : None
15
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.