CHUNGHWA TELECOM CO LTD

Foreign Filer Report • Nov 7, 2022

6-K 1 cht-6k_20221107.htm 6-K HTML PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" cht-6k_20221107.htm NG Converter v5.0.2.73

1934 Act Registration No. 1-31731

UNITED STATES

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 November 7, 2022

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 2022/10/31:	Honghwa International Corporation, the Company's subsidiary announces the acquisition of right-of-use asset from the Company
99.02	Announcement on 2022/10/31:	CHT Security Co., Ltd., the Company's subsidiary announces the acquisition of right-of-use asset from the Company
99.03	Announcement on 2022/11/04:	Honghwa International Corporation, the Company's subsidiary announces the acquisition of right-of-use asset from the Company
99.04	Announcement on 2022/11/04	The Company announced consolidated financial statements for the nine months ended September 30, 2022 approved by the Board of Directors
99.05 99.06	Announcement on 2022/11/04: Announcement on 2022/11/04:	The Company to participate in investor conference held by Morgan Stanley Board of Directors Approves Donation to Related Parties

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: November 7, 2022
Chunghwa Telecom Co., Ltd.
By:	/s/Yu-Shen Chen
Name:	Yu-Shen Chen
Title: Chief Financial Officer

3

EXHIBIT 99.01

Honghwa International Corporation, the Company's subsidiary announces the acquisition of right-of-use asset from the Company

Date of events: 2022/10/31

Contents:

1. Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City):

11 stores leased in total, such as No. 13*, Xianzheng 9th Rd., Zhubei City,Hsinchu County, Taiwan

1. Date of occurrence of the event: 2022/10/31

2. Transaction unit amount (e.g.XX square meters, equivalent to XX ping),unit price, and total transaction price:

Transaction volume: 137.5 pings

Unit price: average NT$420 per ping per month

Total transaction amount: NT$230,958

Right-of-use asset: NT$219,893

1. Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):

Trading counterparty: Chunghwa Telecom Co., Ltd.

Relationship with the company: parent company

1. Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer:

Reason for choosing the related party as trading counterparty: The most appropriate place in terms of cost and business requirements.

The identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer: N/A

1. Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: N/A

2. Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition): N/A

3. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:

Payment terms: monthly payment

Payment period: four months

Restrictive covenants in the contract and other important terms and conditions: None

1. The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:

Price reference basis: Price negotiation

Decision-making unit: Chairman authorized by Board of Directors

4

1. Name of the professional appraisal firm or company and its appraisal price: N/A

2. Name of the professional appraiser: N/A

3. Practice certificate number of the professional appraiser: N/A

4. The appraisal report has a limited price, specific price, or special price: N/A

5. An appraisal report has not yet been obtained: N/A

6. Reason for an appraisal report not being obtained: N/A

7. Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: N/A

8. Name of the CPA firm: N/A

9. Name of the CPA: N/A

10. Practice certificate number of the CPA: N/A

11. Broker and broker's fee: N/A

12. Concrete purpose or use of the acquisition or disposal:

Telecom service channels

1. Any dissenting opinions of directors to the present transaction: No

2. Whether the counterparty of the current transaction is a related party: Yes

3. Date of the board of directors resolution: 2022/11/30

4. Date of ratification by supervisors or approval by the audit committee: 2022/11/30

5. The transaction is to acquire a real property or right-of-use asset from a related party: Yes

6. The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies: N/A

7. Where the above assessed price is lower than the transaction price, the price assessed in accordance with the Article 17 of the same regulations: N/A

8. Any other matters that need to be specified:

The board of directors authorized the chairman to decide on the matters and have the decisions submitted to and ratified by the coming board of directors meeting (expected 2022/11/30).

5

EXHIBIT 99.02

CHT Security Co., Ltd., the Company's subsidiary announces the acquisition of right-of-use asset from the Company

Date of events: 2022/10/31

Contents:

1. Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City):

1F、2F、11F., No. 3*, Aiguo E. Rd., Da’an Dist., Taipei City, Taiwan

1. Date of occurrence of the event: 2022/10/31

2. Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit price, and total transaction price:

Transaction volume: About 477 pings

Unit price: average NT$2,104 per ping per month

Monthly payment: NT$1,003,700

Total transaction amount: NT$26,096,200

1. Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):

Trading counterparty: Chunghwa Telecom Co., Ltd.

Relationship with the company: parent company

1. Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer:

Reason for choosing the related party as trading counterparty: Location of the property and overall operation requirements.

The identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer: N/A

1. Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: N/A

2. Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition): N/A

3. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:

Delivery or payment terms: monthly payment

Lease period: 2022/11/1~2024/12/31

Restrictive covenants in the contract and other important terms and conditions: None

1. The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:

Price reference basis: price of existing contract

6

Decision-making unit: Chairman authorized by Board of Directors

1. Name of the professional appraisal firm or company and its appraisal price: N/A

2. Name of the professional appraiser: N/A

3. Practice certificate number of the professional appraiser: N/A

4. The appraisal report has a limited price, specific price, or special price: N/A

5. An appraisal report has not yet been obtained: N/A

6. Reason for an appraisal report not being obtained: N/A

7. Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: N/A

8. Name of the CPA firm: N/A

9. Name of the CPA: N/A

10. Practice certificate number of the CPA: N/A

11. Broker and broker's fee: N/A

12. Concrete purpose or use of the acquisition or disposal: Office premises

13. Any dissenting opinions of directors to the present transaction: No

14. Whether the counterparty of the current transaction is a related party: Yes

15. Date of the board of directors resolution: 2022/12/20

16. Date of ratification by supervisors or approval by the audit committee: 2022/12/20

17. The transaction is to acquire a real property or right-of-use asset from a related party: Yes

18. The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies: N/A

19. Where the above assessed price is lower than the transaction price, the price assessed in accordance with the Article 17 of the same regulations: N/A

20. Any other matters that need to be specified:

The board of directors authorized the chairman to decide on the matters and have the decisions submitted to and ratified by the coming board of directors meeting (expected 2022/12/20).

7

EXHIBIT 99.03

Honghwa International Corporation, the Company's subsidiary announces the acquisition of right-of-use asset from the Company

Date of events: 2022/11/04

Contents:

1. Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City):

9F., No. 32*, Jinhua Rd., North Dist., Taichung City, Taiwan

1. Date of occurrence of the event: 2022/11/04

2. Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit price, and total transaction price:

Transaction volume: 34.0 pings

Unit price: average NT$638 per ping per month

Total transaction amount: NT$1,302,000

Right-of-use asset: NT$1,181,055

1. Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):

Trading counterparty: Chunghwa Telecom Co., Ltd.

Relationship with the company: parent company

1. Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer:

Reason for choosing the related party as trading counterparty: The most appropriate place in terms of cost and business requirements.

The identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer: N/A

1. Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: N/A

2. Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition): N/A

3. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:

Payment terms: monthly payment

Payment period: five years

Restrictive covenants in the contract and other important terms and conditions: None

1. The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:

Price reference basis: Price negotiation

8

Decision-making unit: Chairman authorized by Board of Directors

1. Name of the professional appraisal firm or company and its appraisal price: N/A

2. Name of the professional appraiser: N/A

3. Practice certificate number of the professional appraiser: N/A

4. The appraisal report has a limited price, specific price, or special price: N/A

5. An appraisal report has not yet been obtained: N/A

6. Reason for an appraisal report not being obtained: N/A

7. Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: N/A

8. Name of the CPA firm: N/A

9. Name of the CPA: N/A

10. Practice certificate number of the CPA: N/A

11. Broker and broker's fee: N/A

12. Concrete purpose or use of the acquisition or disposal: Office premises

13. Any dissenting opinions of directors to the present transaction: No

14. Whether the counterparty of the current transaction is a related party: Yes

15. Date of the board of directors resolution: 2022/11/30

16. Date of ratification by supervisors or approval by the audit committee: 2022/11/30

17. The transaction is to acquire a real property or right-of-use asset from a related party: Yes

18. The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies: N/A

19. Where the above assessed price is lower than the transaction price, the price assessed in accordance with the Article 17 of the same regulations: N/A

20. Any other matters that need to be specified:

The board of directors authorized the chairman to decide on the matters and have the decisions submitted to and ratified by the coming board of directors meeting (expected 2022/11/30).

9

EXHIBIT 99.04

The Company announced consolidated financial statements for the nine months ended September 30, 2022 approved by the Board of Directors

Date of events: 2022/11/04

Contents:

1. Date of submission to the board of directors or approval by the board of directors: 2022/11/04

2. Date of approval by the audit committee: 2022/11/02

3. Start and end dates of financial reports or annual self-assessed financial information of the reporting period (XXXX/XX/XX~XXXX/XX/XX):

2022/01/01~2022/09/30

1. Operating revenue accumulated from 1/1 to end of the period (thousand NTD): 157,238,260

2. Gross profit (loss) from operations accumulated from 1/1 to end of the period (thousand NTD): 60,026,703

3. Net operating income (loss) accumulated from 1/1 to end of the period (thousand NTD): 35,867,730

4. Profit (loss) before tax accumulated from 1/1 to end of the period (thousand NTD): 36,383,546

5. Profit (loss) accumulated from 1/1 to end of the period (thousand NTD): 29,202,599

6. Profit (loss) during the period attributable to owners of parent accumulated from 1/1 to end of the period (thousand NTD): 28,075,670

7. Basic earnings (loss) per share accumulated from 1/1 to end of the period (NTD): 3.62

8. Total assets end of the period (thousand NTD): 503,590,240

9. Total liabilities end of the period (thousand NTD): 119,516,433

10. Equity attributable to owners of parent end of the period (thousand NTD): 371,908,400

11. Any other matters that need to be specified: None

10

EXHIBIT 99.05

The Company to participate in investor conference held by Morgan Stanley

Date of events: 2022/11/16

Contents:

1. Date of institutional investor conference: 2022/11/16~2022/11/18

2. Time of institutional investor conference: 8:30 am (Taipei time)

3. Location of institutional investor conference: Singapore

4. Outline of institutional investor conference:

Please refer to http://mops.twse.com.tw and https://www.cht.com.tw/chtir for the presentation of the investor conference.

1. Any other matters that need to be specified: None

11

EXHIBIT 99.06

Board of Directors Approves Donation to Related Parties

Date of events: 2022/11/04

Contents:

1. Date of occurrence of the event: 2022/11/04

2. Reason for the donation: Donate academic rewards

3. Total amount of the donation:

Donating the public academic institutions NT$ 300 thousand.

1. Counterparty to the donation: National Taiwan University of Science and Technology

2. Relationship with the Company: Government-related entities

3. Name and resume of independent director(s) that expressed an objection or qualified opinion: None

4. Objection or qualified opinion by the aforementioned independent director(s): None

5. Any other matters that need to be specified: None

12