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TWM Annual Report 2021

Nov 5, 2021

52277_rns_2021-11-05_6fd2220b-5919-4099-a6da-ca78f40a7fd6.pdf

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Taiwan Mobile Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2021 and 2020 and Independent Auditors’ Report

REPRESENTATION LETTER

The entities that are required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2021 are all the same as those included in the consolidated financial statements of Taiwan Mobile Co., Ltd. and its subsidiaries prepared in conformity with the International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates is included in the consolidated financial statements of Taiwan Mobile Co., Ltd. and its subsidiaries. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

TAIWAN MOBILE CO., LTD.

By

DANIEL TSAI Chairman February 22, 2022

  • 1 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Taiwan Mobile Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Taiwan Mobile Co., Ltd. and its subsidiaries (collectively, the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and the related notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China (ROC).

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the ROC. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the ROC, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The descriptions of the key audit matters of the 2021 consolidated financial statements are as follows:

Telecommunications and Value-added Services Revenue

The description of key audit matter:

One of the operating revenue sources of the Group is the telecommunications and value-added services revenue. The Group offers more different monthly-fee plans and diversifies the business by innovating value-added services since the telecommunication industry becomes more competitive nowadays. The

  • 2 -

competitive telecommunication industry and complicated calculations for revenue recognition, which highly relies on automatic and systematic connection and implementation, lead the telecommunications and value-added services revenue to be considered as one of the key audit matters.

Corresponding audit procedures:

By conducting compliance tests, we obtained an understanding of the telecommunication revenue recognition process and of the design and execution for relevant controls. We also performed major audit procedures which are as follows:

  1. Review the contracts of mobile subscribers to ensure the accuracy of information in the accounting system.

  2. Perform dialing tests to verify the completeness of the information in the telephone exchange system.

  3. Perform system integration tests from telephone-exchange to telephone traffic.

  4. Test for the accuracy of call record charge rates and billing calculations.

  5. Verify the accuracy of the billing amounts generated from monthly rentals as well as airtime accounting systems and the transfer to the accounting information system.

  6. Select the samples from telecommunications and value-added services revenue and agree to the contracts, bills and records of cash receipts.

Sales Revenue

The description of key audit matter:

The Group’s another source of operating revenue is generated from the sales through virtual channels, including E-commerce portals, TV shopping channels and catalogues by momo.com Inc. (momo). Due to the nature of momo’s core sales, momo offers a wide range of products and services to different customers; the trading quantity is rather high while each transaction is individually low in value and is highly automated through the website and related system. As a result of momo’s business model being highly reliant on IT infrastructure and the fact that momo processes, stores and transmits large amounts of data through digital and web-based environment, the risk in revenue recognition is whether the sales amount is transmitted and recorded accurately to the IT system.

Corresponding audit procedures:

By conducting compliance tests, we obtained an understanding of the virtual-channel revenue recognition process and of the design and execution for relevant controls. We also performed major audit procedures which are as follows:

  1. Verify the details of invoices in the system to check if the sales amount of each invoice is consistent with its shipping notice and sales order.

  2. Confirm the completeness and consistency of transmission through IT system by testing the information transferred from front-end system to general ledger system, and further perform tests on whether the Daily Sales Report in the system is consistent with journal entries of revenue each day.

Other Matter

We have also audited the parent company only financial statements of Taiwan Mobile Co., Ltd. as of and for the years ended December 31, 2021 and 2020 on which we have issued an unmodified opinion.

  • 3 -

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the FSC of the ROC, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease its operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the ROC will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists and is related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. 4 -

  6. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  7. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Pei-De Chen and Te-Chen Cheng.

Deloitte & Touche Taipei, Taiwan Republic of China February 22, 2022

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in Taiwan, the Republic of China (ROC) and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the ROC.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the ROC. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and consolidated financial statements shall prevail.

  • 5 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 6 and 29)

Financial assets at fair value through other
comprehensive income (Note 7)
Contract assets (Note 22)
Notes and accounts receivable, net (Note 8)
Notes and accounts receivable due from related parties
(Note 29)
Other receivables (Note 29)
Inventories (Note 9)
Prepayments (Note 29)
Non-current assets held for sale
Other financial assets (Notes 29 and 30)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss
Financial assets at fair value through other
comprehensive income (Note 7)
Contract assets (Note 22)
Investments accounted for using equity method (Notes 10
and 29)
Property, plant and equipment (Notes 12 and 29)
Right-of-use assets (Notes 13 and 29)
Investment properties (Note 14)
Concessions (Notes 15 and 30)
Goodwill (Note 15)
Other intangible assets (Note 15)
Deferred tax assets (Note 24)
Incremental costs of obtaining a contract (Note 22)
Other financial assets (Notes 29 and 30)
Other non-current assets (Notes 16 and 29)

Total non-current assets
December 31, 2021
Amount
%
$ 15,402,025
8
268,393
-
4,667,271
2
7,381,414
4
383,074
-
2,734,657
2
6,440,116
4
527,355
-
-
-
665,606
-

182,127

-


38,652,038
20

273,767
-
3,702,635
2
5,199,779
3
1,880,489
1
43,439,740
23
9,059,855
5
2,591,691
1
60,493,425
32
15,819,108
8
5,015,030
3
709,744
-
1,828,387
1
358,570
-

1,958,269

1

152,330,489
80
December 31, 2020
Amount
%
$ 10,777,791
6

245,446
-

4,617,051
3

7,638,043
4

186,903
-

1,348,704
1

5,766,264
3

652,375
-

23,005
-

677,891
-

159,321

-

32,092,794
17

-
-

2,289,746
1

3,753,081
2

1,966,894
1

42,479,314
23

9,011,290
5

2,626,185
2

64,803,445
35

15,819,108
9

5,143,958
3

883,367
-

1,771,884
1

355,432
-

1,588,104

1
152,491,808
83






























TOTAL $ 190,982,527 100 $ 184,584,602 100

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 17)

Short-term notes and bills payable (Note 17)
Contract liabilities (Note 22)
Notes and accounts payable
Notes and accounts payable due to related parties (Note 29)
Other payables (Note 29)
Current tax liabilities
Provisions (Note 19)
Lease liabilities (Notes 13, 26 and 29)
Long-term liabilities, current portion (Notes 17 and 18)
Other current liabilities (Note 29)

Total current liabilities

NON-CURRENT LIABILITIES
Contract liabilities (Note 22)
Bonds payable (Note 18)
Long-term borrowings (Note 17)
Provisions (Note 19)
Deferred tax liabilities (Note 24)
Lease liabilities (Notes 13, 26 and 29)
Net defined benefit liabilities (Note 20)
Guarantee deposits
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
(Note 21)
Common stock
Capital collected in advance
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity interests
Treasury stock

Total equity attributable to owners of the parent
NON-CONTROLLING INTERESTS (Note 21)

Total equity

TOTAL
December 31, 2021
Amount
%
$ 20,510,000
11
4,597,793
2
1,894,828
1
11,618,449
6
338,560
-
11,000,399
6
2,549,382
1
74,007
-
3,540,466
2
273,459
-

3,089,429

2


59,486,772
31

89,480
-
37,475,497
20
8,556,973
4
1,392,321
1
1,204,261
1
5,552,881
3
463,562
-
1,263,822
1

2,219,960

1


58,218,757
31

117,705,529
62


35,135,201
18
57,135
-
16,903,239
9
31,500,472
17
2,449,739
1
11,028,726
6
(1,823,415)
(1)

(29,717,344)
(16)

65,533,753
34

7,743,245

4


73,276,998
38

$ 190,982,527
100
December 31, 2020












































Amount
%
$ 9,800,000
5

14,195,385
8

1,892,749
1

9,625,964
5

160,556
-

11,153,442
6

2,192,429
1

68,531
-

3,505,968
2

2,935,405
2

3,001,890

2

58,532,319
32

102,767
-

34,973,223
19

8,780,081
5

1,449,171
1

1,063,734
-

5,530,987
3

534,071
-

1,165,500
1

462,537

-

54,062,071
29
112,594,390
61

35,124,215
19

-
-

18,936,574
10

30,170,398
16

-
-

13,300,996
7

(2,449,739)
(1)

(29,717,344)
(16)

65,365,100
35

6,625,112

4

71,990,212
39
$ 184,584,602
100

The accompanying notes are an integral part of the consolidated financial statements.

  • 6 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUES (Notes 22, 29 and 35)

OPERATING COSTS (Notes 9, 29, 33 and 35)

GROSS PROFIT FROM OPERATIONS

OPERATING EXPENSES (Notes 29, 33 and 35)
Marketing
Administrative
Research and development
Expected credit loss

Total operating expenses

OTHER INCOME AND EXPENSES, NET (Note 29)

OPERATING INCOME (Note 35)

NON-OPERATING INCOME AND EXPENSES
Interest income
Other income
Other gains and losses, net (Note 23)
Finance costs (Note 23)
Share of profit (loss) of associates accounted for using equity method (Note 10)

Total non-operating income and expenses

PROFIT BEFORE TAX
INCOME TAX EXPENSE (Note 24)

NET PROFIT

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 10, 20, 21 and 24)
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of defined benefit plans
Unrealized gain (loss) on investments in equity instruments at fair value through other
comprehensive income
Share of other comprehensive income (loss) of associates accounted for using equity method
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation
Share of other comprehensive loss of associates accounted for using equity method

Other comprehensive income (loss) (after tax)

TOTAL COMPREHENSIVE INCOME

NET PROFIT ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


EARNINGS PER SHARE (Note 25)
Basic earnings per share
Diluted earnings per share
2021
Amount
%
$ 156,109,533 100
124,734,936
80


31,374,597
20

10,007,715
6
5,530,575
4
242,608
-

224,659

-


16,005,557
10


684,001

-


16,053,041
10

56,370
-
25,398
-
94,260
-
(627,813)
-

(19,681)

-


(471,466)

-

15,581,575 10

2,756,366

2


12,825,209

8

28,469
-
679,028
-

(11,865)
-
(26,698)
-

(1,712)

-


667,222

-

$ 13,492,431

8

$ 10,988,165
7

1,837,044

1

$ 12,825,209

8

$ 11,662,701
7

1,829,730

1

$ 13,492,431

8

$ 3.90
$ 3.89
2020



















































Amount
%
$ 132,860,984 100
101,415,248
76

31,445,736
24

10,055,415
8

5,260,967
4

214,996
-

190,763

-

15,722,141
12

332,565

-

16,056,160
12

66,122
-

121,592
-

(267,386)
-

(618,588)
-

99,891

-

(598,369)

-

15,457,791 12

3,064,013

3

12,393,778

9

(37,801)
-

(840,451)
-

21,133
-

7,764
-

(4,314)

-

(853,669)

-
$ 11,540,109

9
$ 11,286,553
8

1,107,225

1
$ 12,393,778

9
$ 10,414,104
8

1,126,005

1
$ 11,540,109

9
$ 4.01
$ 3.99




The accompanying notes are an integral part of the consolidated financial statements.

  • 7 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)


BALANCE, JANUARY 1, 2020

Distribution of 2019 earnings
Legal reserve
Reversal of special reserve
Cash dividends

Total distribution of earnings

Cash dividends from capital surplus
Profit for the year ended December 31, 2020
Other comprehensive income (loss) for the year ended
December 31, 2020

Total comprehensive income (loss) for the year ended
December 31, 2020

Conversion of convertible bonds to common stock
Disposal of investments in equity instruments designated as at fair
value through other comprehensive income
Changes in equity of associates accounted for using equity method
Disposal of investments accounted for using equity method
Other changes in capital surplus
Cash dividends for non-controlling interests of subsidiaries

BALANCE, DECEMBER 31, 2020

Distribution of 2020 earnings
Legal reserve
Special reserve
Cash dividends

Total distribution of earnings

Cash dividends from capital surplus
Profit for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended
December 31, 2021

Total comprehensive income (loss) for the year ended
December 31, 2021

Conversion of convertible bonds to common stock
Disposal of investments in equity instruments designated as at fair
value through other comprehensive income
Changes in equity of associates accounted for using equity method
Disposal of investments accounted for using equity method
Other changes in capital surplus
Cash dividends for non-controlling interests of subsidiaries
Increase in non-controlling interests

BALANCE, DECEMBER 31, 2021
Equity Attributable to Owners of the Parent Equity Attributable to Owners of the Parent Total
Non-controlling
Interests
$ 68,017,291
$ 6,158,984

-
-
-
-
(11,756,844)

-

(11,756,844)

-

(1,593,624)
-

11,286,553
1,107,225


(872,449)

18,780

10,414,104

1,126,005

289,779
-
-
-
(3,722)
(1,490)
(2,738)
(3,344)
854
-

-

(655,043)

65,365,100
6,625,112

-
-
-
-
(9,521,178)

-

(9,521,178)

-

(2,577,603)
-

10,988,165
1,837,044


674,536

(7,314)

11,662,701

1,829,730

626,065
-
-
-
(1,257)
734
(21,913)
(20,968)
1,838
-
-
(770,513)

-

79,150

$ 65,533,753
$ 7,743,245
Total Equity
$ 74,176,275
-
-
(11,756,844)
(11,756,844)
(1,593,624)
12,393,778

(853,669)
11,540,109
289,779
-

(5,212)

(6,082)
854

(655,043)
71,990,212
-
-
(9,521,178)
(9,521,178)
(2,577,603)
12,825,209

667,222
13,492,431
626,065
-
(523)

(42,881)
1,838

(770,513)

79,150
$ 73,276,998
Common Stock
$ 34,959,441

-
-

-


-

-
-

-


-

164,774
-

-
-
-

-

35,124,215
-
-

-


-

-
-

-


-

10,986
-

-
-
-
-

-

$ 35,135,201
Capital
Collected in
Advance
Capital Surplus
$ 134,104
$ 20,274,694

-
-
-
-

-

-


-

-

-
(1,593,624)
-
-

-

-


-

-

(134,104)
259,109
-
-
-
(1,721)
-
(2,738)
-
854

-

-

-
18,936,574

-
-
-
-

-

-


-

-

-
(2,577,603)
-
-

-

-


-

-

57,135
557,944
-
-
-
6,399
-
(21,913)
-
1,838
-
-

-

-

$ 57,135
$ 16,903,239
Retained Earnings
Legal Reserve Special Reserve
Unappropriated
Earnings
$ 28,922,281
$ 95,381
$ 12,909,829

1,248,117
-
(1,248,117)
-
(95,381)
95,381

-

-
(11,756,844)


1,248,117

(95,381)
(12,909,580)


-
-
-
-
-
11,286,553

-

-

(38,068)


-

-
11,248,485

-
-
-
-
-
2,052,067

-
-
(2,001)

-
-
2,196
-
-
-

-

-

-

30,170,398
-
13,300,996
1,330,074
-
(1,330,074)
-
2,449,739
(2,449,739)

-

-
(9,521,178)


1,330,074

2,449,739
(13,300,991)


-
-
-
-
-
10,988,165

-

-

28,385


-

-
11,016,550

-
-
-
-
-
(2,209)
-
-
(8,505)

-
-
22,885
-
-
-
-
-
-

-

-

-

$ 31,500,472
$ 2,449,739
$ 11,028,726
Other Equity Interests
Exchange
Unrealized
Gain (Loss) on
Financial Assets
at Fair Value
Through Other
Differences on
Translation
Comprehensive
Income
Treasury Stock
$ (34,505) $ 473,410
$ (29,717,344)

-
-
-
-
-
-

-

-

-


-

-

-

-
-
-

-
-
-


2,826

(837,207)

-


2,826

(837,207)

-

-
-
-
-
(2,052,067)
-

-
-
-
-
(2,196)
-
-
-
-

-

-

-

(31,679) (2,418,060) (29,717,344)

-
-
-

-
-
-

-

-

-


-

-

-

-
-
-

-
-
-


(12,615)

658,766

-


(12,615)

658,766

-

-
-
-

-
2,209
-

-
849
-
-
(22,885)
-
-
-
-
-
-
-

-

-

-

$ (44,294)
$ (1,779,121)
$ (29,717,344)

The accompanying notes are an integral part of the consolidated financial statements.

  • 8 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax

Adjustments for:
Depreciation expense
Amortization expense
Amortization of incremental costs of obtaining a contract
(Gain) loss on disposal and retirement of property, plant and
equipment, net
Loss on disposal and retirement of intangible assets, net
Expected credit loss
Other income and expenses
Finance costs
Interest income
Dividend income
Gain on disposal of investments accounted for using equity method
Share of (profit) loss of associates accounted for using equity
method
Valuation loss on financial assets at fair value through profit or loss
Impairment loss on intangible assets
Others
Changes in operating assets and liabilities
Contract assets
Notes and accounts receivable
Notes and accounts receivable due from related parties
Other receivables
Inventories
Prepayments
Other current assets
Other financial assets
Incremental costs of obtaining a contract
Contract liabilities
Notes and accounts payable
Notes and accounts payable due to related parties
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities

Cash inflows generated from operating activities
Interest received
Interest paid
Income taxes paid

Net cash generated from operating activities
2021
$ 15,581,575
12,286,609
4,780,516
1,409,231
(8,690)
-
224,659
(222,947)
627,813
(56,370)
(18,864)

(97,791)
19,681

2,869
-
(2,432)
(1,509,745)
(443,784)
(175,576)
(800,453)
(673,852)
13,332
(22,608)
8,409
(1,465,734)
(11,208)
1,992,485
178,004
871,255
(104,264)
97,101

(34,923)

32,444,298
13,132
(910)

(2,260,978)


30,195,542
2020
$ 15,457,791

11,106,070

4,167,114

1,718,101

257,006

64,703

190,763

-

618,588

(66,122)

(102,762)

(73,859)

(99,891)

149

13,332

(16,318)

(71,727)

(111,732)

(32,645)

77,777

(95,788)

(178,030)

41,760

(15,621)

(1,370,933)

87,033

1,965,679

25,394

20,476

(81,084)

590,825

(30,355)

34,055,694

16,651

(1,299)

(2,328,524)

31,742,522
(Continued)
  • 9 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment

Acquisition of right-of-use assets
Acquisition of intangible assets
Increase in prepayments for equipment
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of intangible assets
Increase in advance receipts from asset disposals
Acquisition of financial assets at fair value through profit or loss
Acquisition of financial assets at fair value through other
comprehensive income
Disposal of financial assets at fair value through other comprehensive
income
Acquisition of investments accounted for using equity method
Disposal of investments accounted for using equity method
Proceeds from capital return of investments accounted for using equity
method
Other investing activities
Increase in refundable deposits
Decrease in refundable deposits
Increase in other financial assets
Decrease in other financial assets
Interest received
Dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Increase (decrease) in short-term notes and bills payable
Proceeds from issue of bonds
Repayments of bonds
Proceeds from long-term borrowings
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Increase in guarantee deposits received
Decrease in guarantee deposits received
Cash dividends paid (including paid to non-controlling interests)

Interest paid
Increase in non-controlling interests

Net cash generated from (used in) financing activities
2021
$ (10,433,984)
(30,965)
(294,725)
(441,397)
175,694
12,800
283
(276,636)
(588,407)
-
(424,767)
474,377
-
2,152,807
(322,609)
263,500
(69,286)
69,587
38,525

56,706


(9,638,497)

10,710,000
(9,591,635)
2,496,465
(10,700)
-
(2,261,757)
(3,994,354)
227,563
(126,475)
(12,869,217)
(591,054)

79,150

(15,932,014)
2020
$ (11,037,092)

(26,264)
(29,904,358)

(266,182)

93,237

16,000

331

-

(798,131)

2,964,345

(572,714)

219,742

33,298

-

(318,178)

260,325

(269,366)

116,785

44,757

122,926
(39,320,539)

(6,470,000)

12,289,537

19,979,415

-

6,496,758

(4,304,000)

(3,881,512)

192,808

(119,240)
(14,005,485)

(487,496)

-

9,690,785
(Continued)
  • 10 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT END OF THE YEAR
2021
$ (797)

4,624,234

10,777,791

$ 15,402,025
2020
$ 1,653

2,114,421

8,663,370
$ 10,777,791

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

  • 11 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

1. ORGANIZATION AND OPERATIONS

Taiwan Mobile Co., Ltd. (TWM) was incorporated in Taiwan, the Republic of China (ROC) on February 25, 1997. TWM’s stock was listed on the ROC Over-the-Counter Securities Exchange (currently known as The Taipei Exchange, TPEx) on September 19, 2000. On August 26, 2002, TWM’s stock was shifted to be listed on the Taiwan Stock Exchange. TWM is mainly engaged in rendering wireless communication services and the sale of mobile phones and accessories, games, e-books and value-added services.

TWM received a second-generation (2G) mobile telecommunications concession operation license issued by the Directorate General of Telecommunications (DGT) of the ROC. The license allows TWM to provide services for 15 years from 1997 onwards. The 2G concession license had been renewed by the National Communications Commission (NCC) and expired on June 30, 2017. TWM received a third-generation (3G) concession license issued by the DGT in March 2005, and the 3G concession license expired on December 31, 2018. TWM participated in the mobile spectrum auctions held by NCC for the need of long-term business development and from April 2014 to June 2018 acquired the concession licenses for the fourth-generation (4G) mobile broadband spectrum in the 700MHz, 1800MHz and 2100MHz frequency bands separately, and the aforementioned licenses are valid until December 2030 and December 2033, respectively. In June 2020, TWM acquired the concession licenses for the fifth-generation (5G) mobile broadband spectrum in the 3500MHz and 28000MHz frequency bands, and the aforementioned licenses are valid until December 2040.

The accompanying consolidated financial statements comprise of TWM and its subsidiaries (collectively, the “Group”).

2. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors approved the consolidated financial statements on February 22, 2022.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Application of the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies.

  • 12 -

  • b. The IFRSs issued by International Accounting Standards Board (IASB) and endorsed by the FSC for application starting from 2022

Effective Date New IFRSs Announced by IASB

“Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 1) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 2) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 3) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 4) Contract”

  • Note 1: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

As of the date the consolidated financial statements were authorized for issue, the Group had assessed that the application of above standards and interpretations would not have a material impact on the Group’s financial position and financial performance.

  • c. New IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 -
Comparative Information”

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
Effective Date
Announced by IASB (Note 1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
January 1, 2023 (Note 4)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • 13 -

  • Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 4: Except that deferred taxes will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the impact that the application of above standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

Basis of Preparation

  • a. Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis except for financial instruments measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

  • b. Functional and presentation currency

The functional currency of each individual consolidated entity is determined based on the primary economic environment in which the entity operates. The Group’s consolidated financial statements are presented in New Taiwan dollars (NTD), which is TWM’s functional currency.

Basis of Consolidation

  • a. Principles for preparation of the consolidated financial statements

The consolidated financial statements incorporate the financial statements of TWM and its controlled entities (the subsidiaries).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statements of comprehensive income from the effective dates of acquisitions or to the effective dates of disposals, as appropriate. The comprehensive income from subsidiaries is allocated to TWM and its non-controlling interests, even if the non-controlling interests have a deficit balance.

Changes in the ownership of a subsidiary that do not result in loss of control are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of TWM.

  • 14 -

Financial statements of subsidiaries are adequately adjusted to align their accounting policies with those of the Group.

Transactions and balances, and any income and expenses arising from intra-group transactions were eliminated during the preparation of the consolidated financial statements.

b. The subsidiaries included in the consolidated financial statements were as follows:

Investor
Subsidiary
Main Business and Products
TWM
Taiwan Cellular Co., Ltd. (TCC)
Investment
Wealth Media Technology Co., Ltd.
(WMT)
Investment
TWM Venture Co., Ltd. (TVC)
Investment
Taipei New Horizon Co., Ltd.
(TNH)
Building and operating Songshan
Cultural and Creative Park BOT
project
TCC
Taiwan Fixed Network Co., Ltd.
(TFN)
Fixed-line service provider
Taiwan Teleservices &
Technologies Co., Ltd. (TT&T)
Call center service and telephone
marketing
TWM Holding Co., Ltd. (TWM
Holding)
Investment
TCC Investment Co., Ltd. (TCCI)
Investment
Taiwan Digital Service Co., Ltd.
(TDS)
Commissioned maintenance
services
Taihsin Property Insurance Agent
Co., Ltd. (TPIA)
Property insurance agent
Tai-Fu Cloud Technology Co., Ltd.
(TFC)
Cloud and information services
WMT
TFN Media Co., Ltd. (TFNM)
Type II telecommunications
business
Global Forest Media Technology
Co., Ltd. (GFMT)
Investment
Global Wealth Media Technology
Co., Ltd. (GWMT)
Investment
Win TV Broadcasting Co., Ltd.
(WTVB)
TV program provider
momo.com Inc. (momo)
Wholesale and retail sales
TVC
TWM Film Co., Ltd. (TWMFM)
Film production
TFN
TFN Union Investment Co., Ltd.
(TUI)
Investment
TWM Holding
TWM Communications (Beijing)
Co., Ltd. (TWMC)
Data communication application
development
TCCI
TCCI Investment and Development
Co., Ltd. (TID)
Investment
TFNM
Taiwan Kuro Times Co., Ltd.
(TKT)
Online music services
Yeong Jia Leh Cable TV Co., Ltd.
(YJCTV)
Cable TV service provider
Mangrove Cable TV Co., Ltd.
(MCTV)
Cable TV service provider
Phoenix Cable TV Co., Ltd.
(PCTV)
Cable TV service provider
Union Cable TV Co., Ltd. (UCTV)
Cable TV service provider
Globalview Cable TV Co., Ltd.
(GCTV)
Cable TV service provider
GFMT
UCTV
Cable TV service provider
GWMT
GCTV
Cable TV service provider
momo
Asian Crown International Co., Ltd.
(Asian Crown (BVI))
Investment
Honest Development Co., Ltd.
(Honest Development)
Investment
Fuli Life Insurance Agent Co., Ltd.
(FLI)
Life insurance agent
Fuli Property Insurance Agent Co.,
Ltd. (FPI)
Property insurance agent
Fu Sheng Travel Service Co., Ltd.
(FST)
Travel agent
Percentage of Ownership
December 31
2021
2020
Note
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
49.90%
49.90%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
Note 1
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
45.01%
45.01%
-
100.00%
-
Note 2
100.00%
100.00%
Note 1
100.00%
100.00%
-
100.00%
100.00%
Note 1
100.00%
100.00%
-
100.00%
100.00%
-
29.53%
29.53%
Note 3
100.00%
100.00%
-
99.22%
99.22%
-
92.38%
92.38%
-
0.76%
0.76%
-
6.83%
6.83%
-
81.99%
81.99%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-

(Continued)

  • 15 -
Investor
Subsidiary
Main Business and Products
momo
Bebe Poshe International Co., Ltd.
(Bebe Poshe)
Wholesale of cosmetics
Fu Sheng Logistics Co., Ltd. (FSL)
Logistics and transport
MFS Co., Ltd. (MFS)
Wholesaling
Prosperous Living Co., Ltd.
(Prosperous Living)
Wholesale and retail sales
Asian Crown
(BVI)
Fortune Kingdom Corporation
(Fortune Kingdom)
Investment
Fortune Kingdom
Hong Kong Fubon Multimedia
Technology Co., Ltd. (HK Fubon
Multimedia)
Investment
Honest
Development
Hongkong Yue Numerous
Investment Co., Ltd. (HK Yue
Numerous)
Investment
HK Yue
Numerous
Haobo Information Consulting
(Shenzhen) Co., Ltd. (Haobo)
Investment
HK Fubon
Multimedia
Fubon Gehua (Beijing) Enterprise
Ltd. (FGE)
Wholesaling
Percentage of Ownership
December 31
2021
2020
Note
85.00%
85.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
73.62%
-
Note 4
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
93.55%
93.55%
-
(Concluded)

Note 1: TCCI, TUI and TID collectively owned 698,752 thousand shares of TWM, representing 19.86% of total outstanding shares as of December 31, 2021.

  • Note 2: Set up in April 2021.

Note 3: The other 70.47% of shares were held under trustee accounts.

  • Note 4: Set up in November 2021 and owned 73.62% equity interest.

  • c. Subsidiaries excluded from the consolidated financial statements: None.

Foreign Currencies

Foreign currency transactions are recorded at the spot exchange rate on the date of the transaction. At the end of the reporting period, foreign currency monetary items are reported using the closing rate. Exchange differences in the period on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

When preparing the consolidated financial statements, the assets and liabilities of foreign operations are translated to NTD using the exchange rates at the end of the reporting period. The income and expenses of foreign operations are translated at the average exchange rate for the period. Exchange differences are recognized in other comprehensive income and accumulated in equity attributed to the owners of TWM and non-controlling interests as appropriate.

On the disposal of the Group’s entire interest in a foreign operation, all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

  • 16 -

Classification of Current and Non-current Assets and Liabilities

The Group classifies an asset as current when any one of the following requirements is met. Assets that are not classified as current are non-current assets.

  • a. It holds the asset primarily for the purpose of trading;

  • b. It expects to realize the asset within twelve months after the reporting period; or

  • c. The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

The Group classifies a liability as current when any one of the following requirements is met. Liabilities that are not classified as current are non-current liabilities.

  • a. It holds the liability primarily for the purpose of trading;

  • b. The liability is due to be settled within twelve months after the reporting period; or

  • c. It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Financial Instruments

Financial assets and financial liabilities are recognized in the consolidated balance sheets when the Group 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 FVTPL) 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 FVTPL are recognized immediately in profit or loss.

  • a. Financial assets

The Group adopts trade-date accounting to recognize and derecognize financial assets.

  • 1) Measurement category

Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.

a) Financial assets at FVTPL

Financial asset is classified as at FVTPL when the financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, and any dividends and interest earned on such financial assets are recognized in other income and interest income, respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 28.

  • 17 -

  • b) Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i. The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes and accounts receivable, other receivables, other financial assets, refundable deposits, etc., are measured at amortized cost, which equal to gross carrying amount determined by the effective interest method less any impairment loss, except for short-term receivables when the recognition of interest is immaterial. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are 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. If they do not meet the above definition, time deposits should be recognized as other current or non-current financial assets.

  • c) Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • 2) Impairment of financial assets and contract assets

The Group recognizes a loss allowance for expected credit losses (ECLs) on financial assets at amortized cost (including receivables) and contract assets.

The loss allowances for receivables and contract assets are measured at an amount equal to lifetime ECLs. For other financial assets, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to 12-month ECLs. If, on the other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to lifetime ECLs.

ECLs reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent

  • 18 -

the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):

  • a) Internal or external information shows that the debtor is unlikely to pay its creditors.

  • b) Failure to meet the obligation associated with liabilities within the credit terms.

The Group recognizes an impairment loss in profit or loss for aforementioned financial instruments and contract assets with a corresponding adjustment to their carrying amount through a loss allowance account.

  • 3) Derecognition of financial assets

The Group derecognizes financial assets only when the contractual rights of 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 party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

On derecognition of investments in equity instruments at FVTOCI, the cumulative gain or loss is directly transferred to retained earnings, and is not reclassified to profit or loss.

  • b. Equity instruments

Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

  • c. Financial liabilities

  • 1) Recognition

Except for the financial liabilities measured at FVTPL, all financial liabilities, including loans and borrowings, commercial papers payable, bonds payable, notes and accounts payable, other payables, guarantee deposits received, etc., are measured at amortized cost calculated using the effective interest method.

  • 2) Convertible bonds

The component parts of compound financial instruments (convertible bonds) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

  • 19 -

On initial recognition, the fair value of the liability component is estimated at the prevailing market interest rate for similar non-convertible instruments. The amount is recognized as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognized in equity will be reclassified as capital surplus - additional paid-in capital. If the conversion option remains unexercised at maturity, the balance recognized in equity will be reclassified as capital surplus - expired share options.

Transaction costs that relate to the issuance of the convertible bonds are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.

  • 3) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • d. Derivative financial instruments

Derivatives 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.

Derivatives embedded in hybrid contracts that contain financial asset hosts within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IFRS 9 (e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and characteristics are not closely related to those of the host contracts; and the host contracts are not measured at FVTPL.

Inventories

Inventories are measured at the lower of cost or net realizable value. Inventories are assessed item by item, except those with similar characteristics which are assessed collectively. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs or selling expenses. The weighted-average method is used in the calculation of cost.

Non-current Assets Held for Sale

The book value of non-current assets classified as held for sale is expected to be recovered primarily through sale. Being classified as held for sale, the assets should be available for immediate sale. Being available for immediate sale means the management is committed to a planned sale and the sale is highly probable within 12 months.

Assets classified as non-current assets held for sale are measured at the lower of the carrying amount and fair value less costs to sell, and should not be depreciated.

  • 20 -

Investment in Associates

An associate is an entity in which the Group has significant influence, but is neither a subsidiary nor an interest in a joint venture. The Group applies the equity method to account for its investments in associates.

Investments in associates are accounted for using equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses. Goodwill is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, is recognized immediately in profit or loss after reassessment. The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, which forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income (loss) of equity-accounted investees, after adjustments to align their accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate, the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

When the Group subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Group’s ownership interest is reduced due to its disproportionate subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group loses significant influence over an associate, it recognizes the investment retained in the former associate at its fair value at the date when significant influence is lost. The difference between the fair value of the investment plus consideration received and the carrying amount of the previous investment at the date when significant influence is lost is recognized as a gain or loss in profit or loss. Besides this, the Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if the Group had directly disposed of the related assets or liabilities. If the Group decreased the percentage of the ownership of associate due to disposal but still accounts for its investments in associate, it should reclassify the amount previously recognized in other comprehensive income to profit or loss proportionally.

When the Group transacts with its associates, profits and losses resulting from the transactions with the associates are recognized in the Group’s consolidated financial statements only to the extent that interests in the associates are not related to the Group.

  • 21 -

Property, Plant and Equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributed to the acquisition of the asset, the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, and any borrowing cost that is eligible for capitalization.

Properties, plant and equipment in the course of construction are carried at cost, less any recognized impairment loss. The costs include professional service fee. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item shall be depreciated with a separate depreciation rate or depreciation method.

The depreciable amount of an asset is determined after deducting its residual amount, and the net amount shall be allocated by the straight-line method over its useful life. Each significant item of property, plant and equipment shall be evaluated and depreciated separately if it possesses a different useful life. The depreciation charge for each period shall be recognized in profit or loss.

Land has an unlimited useful life and therefore is not depreciated. For the estimated useful lives, for the current and comparative years, of significant items of property, plant and equipment, see Note 12 to the consolidated financial statements for details.

Depreciation methods, useful lives, and residual values are reviewed at the end of each reporting period. If expectations differ from the previous estimates, the change is accounted for as a change in accounting estimate.

Property, plant and equipment are derecognized when disposed of or expected to have no future economic benefits generated through usage or disposal. The gain or loss arising from the derecognition of an item of property, plant and equipment shall be determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, and it shall be recognized in profit and loss.

Subsequent expenditure is capitalized only when it is probable that the future economic benefits associated with the expenditure will flow to the Group and the amount can be reliably measured. The carrying amount of those parts that are replaced is derecognized. Ongoing repairs and maintenance are expensed as incurred.

Leases

At inception of a contract, the Group assesses whether the contract is, or contains, a lease.

  • a. The Group as lessor

Leases in which the lessee assumes substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.

Under finance leases, the lease payments comprise fixed payments and in-substance fixed payments. The net investment in a lease is measured at the present value of the sum of the lease payments receivable by a lessor and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases.

Lease payments from operating leases are recognized on a straight-line basis over the terms of the relevant leases.

  • 22 -

When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The entire lease is classified as an operating lease when it is clear that both elements are operating leases.

b. The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier dates of the end of the useful lives of the right-of-use assets or the end of the lease term.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments and variable lease payments which depend on an index. The lease payments are discounted using the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification, the Group accounts for the remeasurement of the lease liability by (a) adjusting the carrying amount of the right-of-use asset of lease modifications that adjust the scope and the term of the lease, and recognizes in profit or loss any gain or loss on the partial or full termination of the lease and (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. The Group also accounts for the rent concessions as lease modifications if the rent payments due by June 30, 2022 were adjusted due to the COVID-19 pandemic. Lease liabilities are presented on a separate line in the consolidated balance sheets.

Variable lease payments that do not depend on an index are recognized as expenses in the periods in which they are incurred.

Investment Properties

Investment properties are properties held to earn rental and/or for capital appreciation. Investment properties are measured at cost on initial recognition. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation methods, useful lives, and residual values are the same as plant, property and equipment.

Intangible Assets

  • a. Goodwill

Goodwill acquired in a business combination is recognized at the acquisition date, and is measured at cost less accumulated impairment losses.

  • 23 -

b. Service concession agreement

The operator recognizes the right to charge users for a service as an intangible asset. The operator measures the intangible asset at fair value.

c. Other intangible assets

Other intangible assets that are acquired through business combinations or are internally developed are measured at cost less accumulated amortization and any accumulated impairment losses. Intangible assets that are acquired through business combinations are measured at acquisition-date fair value, and recognized along with goodwill.

  • d. Amortization and derecognition of intangible assets

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill and intangible assets with an indefinite useful life, from the date that they are available for use. For the estimated useful lives of intangible assets for the current and comparative periods, see Note 15 to the consolidated financial statements.

The amortization method, the amortization period, and the residual value for an intangible asset with a finite useful life shall be reviewed at each fiscal year-end. Any changes shall be accounted for as changes in accounting estimates.

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

Incremental Costs of Obtaining a Contract

Only when a contract is obtained, sales commissions and subsidies of telecommunication, cable television and broadband services are recognized as incremental costs of obtaining a contract to the extent the amounts are expected to be recovered, and are amortized on a straight-line basis over the life of the contract. However, the Group elects not to capitalize the incremental costs of obtaining a contract if the amortization period of the assets that the Group otherwise would have recognized is expected to be one year or less.

Impairment of Non-financial Assets

  • a. Goodwill

Impairment of goodwill is required to be tested annually or more frequently whenever there is an indication that the unit may be impaired. Goodwill shall be allocated to each of the acquirer’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination. If the recoverable amount of the cash-generating unit is less than its carrying amount, the difference is allocated first to reduce the carrying amount of any goodwill allocated to such cash generating unit and then to the other assets of the cash generating unit pro rata based on the carrying amount of each asset in the cash generating unit. Any impairment loss for goodwill is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.

  • b. Property, plant, and equipment, right-of-use assets, investment properties, intangible assets (excluding goodwill), and incremental costs of obtaining a contract

At the end of each reporting period, the Group reviews the carrying amounts of those assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the

  • 24 -

Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate.

If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss. When an impairment loss subsequently reverses, the carrying amount of the asset or a cash-generating unit is increased to the revised estimate of its recoverable amount, but the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost.

a. Restoration

The restoration costs for property, plant and equipment that were originally acquired or used by the Group for a period of time and had obligations for dismantling, relocating, and restoring to the previous state should be recognized as an addition to the assets and accrued as a potential liability accordingly.

  • b. Replacement

For a service concession agreement, the costs paid for the obligation for maintenance or replacement should be recognized as expenses and liabilities before returning the construction to the grantor.

  • c. Warranties

A provision for warranties is recognized when the underlying products or services are sold. The provision is based on sales contracts, historical warranty data, and a weighing of all possible outcomes against their associated probabilities.

Treasury Stock

Repurchased stocks are recognized under treasury stock (a contra-equity account) based on their repurchase price (including all directly accountable costs), net of tax. TWM’s stocks held by its subsidiaries are regarded as treasury stock.

Gains on disposal of treasury stock should be recognized under “capital reserve - treasury stock transactions”; losses on disposal of treasury stock should be offset against existing capital reserves arising from similar types of treasury stock. If there is insufficient capital reserve to offset the losses, then such losses should be accounted for under retained earnings. The carrying amount of treasury stock should be calculated using the weighted-average method for the purpose of repurchased stock.

Government Grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

  • 25 -

Government grants related to income are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets; or recognized as a book value deduction of the non-current assets and classified as profit or loss within their useful lives through deducting depreciation expenses of the related non-current assets.

Government grants that are receivable as compensation for expenses or losses already incurred are recognized in profit or loss in the period in which they become receivable.

Employee Benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

Obligations for contributions to defined contribution pension plans are recognized as an expense in profit or loss in the periods during which services are rendered by employees.

The defined benefit costs (including service cost, net interest, and remeasurement) of defined benefit plan use the projected unit credit method for the actuarial valuation. Service cost (including current service cost and past service cost) and net interest on the net defined benefit liability (asset) are recognized under employee benefit expense as they occur. Remeasurement (including actuarial gains and losses and the return on plan assets, excluding amounts included in net interest) is recognized in other comprehensive income (loss) in retained earnings as it occurs, and is not reclassified to profit or loss subsequently.

Net defined benefit liability (asset) represents the deficit (surplus) of defined benefit plans. IAS 19 requires the Group to limit the carrying amount of a net defined benefit asset so that it does not exceed the economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.

A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognizes any related restructuring costs.

Income Tax

Income tax expense represents the sum of the tax currently payable and deferred tax. Except for expenses related to business combinations, expenses directly recognized in equity or other comprehensive income (loss), and other related expenses, all current and deferred taxes shall be recognized in profit or loss.

  • a. Current taxes

Current taxes include tax payables and tax deduction receivables on taxable gains (losses), as well as tax adjustments related to prior years.

Income tax payable (refundable) is based on taxable profit (loss) for the year determined in accordance with the applicable tax laws of each tax jurisdiction.

An additional surtax on undistributed earnings, computed in accordance with the Income Tax Act of the ROC, is recognized in current taxes in the year of approval by a stockholders’ meeting resolution.

  • b. Deferred taxes

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carryforwards and unused tax credits for purchases of machinery, equipment and technology, and research and development expenditures to

  • 26 -

the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Deferred tax liabilities are generally recognized for all taxable temporary differences.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments, except where the Group 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 recognized only 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 assets 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 when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted at the end of the reporting period. The measurement reflects the Group’s expectations at the end of the reporting period as to the manner in which the carrying amount of its assets and liabilities will be recovered or settled.

Revenue Recognition

Where the Group enters into transactions which involve both the provision of telecommunications service bundled with products such as handsets, total consideration received from products and telecommunications service in these arrangements is allocated based on their relative stand-alone selling price. The amount of sales revenue recognized for products is not limited to the amount paid by the customer for the products at the time of purchase. When the amount of sales revenue recognized for products exceeds the amount paid by the customer for the products, the difference is recognized as a contract asset. A contract asset is derecognized and an account receivable is recognized when the amount becomes collectible from the customer subsequently. When the amount of sales revenue recognized for products is less than the amount paid by the customer for the products, the difference is recognized as contract liabilities and the revenue is recognized subsequently when the telecommunications service is provided.

Under customer loyalty program, the Group offers reward points or vouchers for customers. Transaction price allocated is recognized as contract liabilities or other financial liabilities when collected and will be deducted when points or vouchers are redeemed. Reward points and vouchers will be recognized as revenue when they are redeemed or have expired.

Telecommunications and value-added services revenue

Service revenues from mobile communication services, fixed network services and internet services, are billed at predetermined rates and calculated based on the actual volume of voice call and data transfer. Revenues from postpaid users are accrued monthly. Revenues from prepaid users are recognized based on the actual usage. The advanced receipts obtained before services are rendered are recognized as contract liabilities and reclassified as revenues when services are rendered. Interconnection and call transfer fees from other telecommunications companies and carriers are billed and recognized based upon seconds or minutes of traffic processed when the services are provided in accordance with contract terms. The usage revenues and corresponding trade notes and accounts receivable are recognized monthly.

  • 27 -

Revenue from sale of goods

Revenues from sale of goods are mainly generated from physical stores, e-commerce platform, television channels and catalog. Revenues are recognized when the goods are transferred or delivered to the customers. Advance receipts obtained before goods are transferred or delivered are recognized as contract liabilities, and reclassified as revenue when the goods are transferred or delivered. When rights of return exist, refund liability and right to recover a product are accrued based on past experience and other relevant factors.

Cable television and broadband services revenue

The Group recognizes advance receipts as contract liabilities initially, with prepayment period of annually, semi-annually, quarterly or monthly, which is reclassified as cable television and broadband service revenue as service becomes rendered, and do not include significant financing component. The Group provides contractual services such as the right of access to cable channels and internet over the duration of the contract, and recognizes revenue over the duration of the contract through the straight-line method.

Other operating income

The Group recognizes advance receipts obtained before contracts are initiated as contract liabilities, and contract liabilities are transferred into revenue after the completion of usage or over the term of the relevant lease. Short-term lease revenues are recognized after the completion of usage. Long-term lease revenues are recognized over the term of the relevant lease through the straight-line method, and do not include significant financing component.

Service revenues generated from contractual agreements are recognized as revenue as services are rendered based on the completion of the contracts and the Group does not have any further obligations. In addition, when the Group is acting as an agent in the transaction, proportional revenue is recognized based on the net amount in accordance with the contractual agreements proportionally.

Advertising revenues are recognized as services are rendered over the contract terms.

Business Combinations

Business combinations are accounted for by the acquisition method. Acquisition-related costs are recognized in profit or loss as they are incurred.

Goodwill is measured as an aggregation of the consideration transferred at the acquisition date, and the amount of any non-controlling interest in the acquiree, net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed at fair value. If the residual balance is negative, the Group shall re-assess whether it has correctly identified all of the assets acquired and liabilities assumed, and recognize a gain on the bargain purchase thereafter.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The management will continually review the estimates and basic assumptions. The impact of changes in accounting estimates will be recognized in the period of change and the future period impacted.

  • 28 -

Critical Accounting Judgments

a. Lease terms

In determining a lease term, the Group considers all facts and circumstances that create an economic incentive to exercise or not to exercise an option, including any expected changes in facts and circumstances from the commencement date until the exercise date of the option. Main factors considered include contractual terms and conditions for the optional periods, significant leasehold improvements undertaken over the contract term, the importance of the underlying asset to the lessee’s operations, etc. The lease term is reassessed if a significant change in circumstances that are within control of the Group occurs.

  • b. Revenue recognition

The Group recognizes revenue when the performance obligations are satisfied over time or at a point in time according to the contracts with customers. The conditions are described in Note 4.

Key Sources of Estimation Uncertainty

  • a. Impairment of notes and accounts receivable

The provision for impairment of notes and accounts receivable is based on assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the past default records of the customers and an analysis of the customers’ current financial positions, as well as forward-looking indicators such as the industrial economic conditions. For details of the key assumptions and inputs used, see Note 8.

  • b. Provision for inventory valuation and obsolescence

Inventories are measured at the lower of cost or net realizable value. Inventories are assessed item by item, except those with similar characteristics which are assessed collectively. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs or selling expenses. The weighted-average method is used in the calculation of cost.

  • c. Impairment of goodwill

The usage value of the cash-generating units to which goodwill is allocated should be predetermined when assessing whether the goodwill is impaired. Management estimates the future cash flows from cash-generating units and assigns an appropriate discount rate in calculating the present value. Significant impairment loss may occur if actual cash flows are less than that originally forecasted.

  • d. Impairment of property, plant, and equipment, right-of-use assets, investment properties, intangible assets (excluding goodwill), and incremental costs of obtaining a contract

In the process of impairment assessments, the Group relies on subjective judgment to determine the individual cash flows of a specific group of assets and estimates future gains and losses according to the usage of the assets and relevant business characteristics. Alterations of estimates from any changes in economic conditions or business strategy may lead to significant impairment losses in the future.

  • 29 -

6. CASH AND CASH EQUIVALENTS

Cash on hand and revolving funds

Cash in banks
Time deposits
Government bonds with repurchase rights

December 31 December 31


2021
$ 115,796
9,792,564
3,358,087
2,135,578

$ 15,402,025
2020
$ 100,230

6,199,436

2,035,253

2,442,872
$ 10,777,791

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments-current
Domestic investments
Listed stocks

Foreign investments
Unlisted stocks


Investments in equity instruments-non-current
Domestic investments
Listed stocks

Unlisted stocks
Foreign investments
Unlisted stocks
Limited partnerships

**December 31 ** **December 31 **





2021
$ 253,214

15,179

$ 268,393

$ 1,458,745

608,146
946,097
689,647

$ 3,702,635
2020
$ 236,913

8,533
$ 245,446
$ 981,427
657,756
400,736

249,827
$ 2,289,746

These investments in equity instruments are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at fair value through other comprehensive income (FVTOCI) as they believed that recognizing short-term fluctuations from these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

In January 2020, the Directors of TFN resolved that TFN would sell all its equity interest in Taiwan High Speed Rail Corporation (THSR) to monetize financial assets, and, therefore, the subject equity investment in THSR was subsequently reclassified from non-current to current. For the year ended December 31, 2020, TFN sold all of THSR’s stock at fair value of $2,964,345 thousand. The related unrealized gain of $2,051,882 thousand was transferred from other equity to retained earnings.

  • 30 -

8. NOTES AND ACCOUNTS RECEIVABLE, NET

Notes receivable

Accounts receivable
Less: Allowance for impairment loss

December 31 December 31


2021
$ 33,376

7,682,979
(334,941)

$ 7,381,414
2020
$ 109,259
7,835,539

(306,755)
$ 7,638,043

The main credit terms range from 30 to 90 days.

The Group serves a large consumer base for its telecommunications business; therefore, the concentration of credit risk is limited. When entering into transactions with customers, the Group considers the record of arrears in the past. In addition, the Group may also collect some telecommunication charges in advance to reduce the risk of payment arrears in subsequent periods.

The Group adopted a policy of only trading with corporate counterparties with a considerable scale of operations, certain credit ratings and financial conditions for telecommunications service and products. In addition to examining publicly available financial information and its own historical transaction experience, the Group obtains collateral where necessary to mitigate the risk of loss arising from default. The Group continues to monitor the credit exposure and financial and credit conditions of its counterparties, and spreads the total amount of the transactions among qualified counterparties.

In order to mitigate credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure the recoverability of receivables. In addition, the Group reviews the recoverable amount of trade receivables at balance sheet dates to ensure that adequate allowance is provided for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk could be reasonably reduced.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The ECLs on trade receivables are estimated using a provision matrix approach considering the past default records of the customers and an analysis of the customers’ current financial positions, as well as forward-looking indicators such as the industrial economic conditions. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision matrix does not distinguish customer segments. As a result, the expected credit loss rate is based on the number of past due days of trade receivables.

The Group writes off a trade receivable when there are evidences indicating that the counterparty is in severe financial difficulty and the trade receivable is considered uncollectible. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

Movements of the allowance for doubtful notes and accounts receivable by individual and collective assessment were as follows:

December 31, 2021

Not Past Due

Gross carrying amount
$ 7,017,682

Loss allowance (Lifetime ECLs)
(51,762)


Amortized cost
$ 6,965,920
Overdue
1 to 120 Days
121 to 365 Days Over 365 Days
$ 534,576
$ 159,467
$ 4,630


(128,302)

(150,247)

(4,630)

$ 406,274
$ 9,220
$ -
Total
$ 7,716,355

(334,941)
$ 7,381,414
  • 31 -

December 31, 2020

Not Past Due

Gross carrying amount
$ 7,322,918

Loss allowance (Lifetime ECLs)
(57,523)


Amortized cost
$ 7,265,395
Overdue
1 to 120 Days
121 to 365 Days Over 365 Days
$ 489,896
$ 127,120
$ 4,864


(123,915)

(120,541)

(4,776)

$ 365,981
$ 6,579
$ 88
Total
$ 7,944,798

(306,755)
$ 7,638,043

Expected credit loss rates of the Group for the aforementioned periods were as follows:

Not Past Due
and Past Due Past Due Over
within 120 Days 120 Days
Telecommunications services 0.02%-85% 65.5%-100%
Retail business and others below 10% 10%-100%

Movements of the loss allowance of notes and accounts receivable were as follows:


Beginning balance

Add: Provision
Recovery
Less: Write-off

Ending balance
**For the Year Ended ** **For the Year Ended ** December 31


2021
$ 306,755

209,730
43,263
(224,807)

$ 334,941
2020
$ 345,458
185,257
39,711
(263,671)
$ 306,755

The Group entered into an accounts receivable factoring contract with a private institution and sold those overdue accounts receivable that had been written off. Under the contract, the Group would no longer assume the risk on the receivables. The related factored accounts receivable information was as follows:


Amount of accounts receivable sold

Proceeds from the sale of accounts receivable

9. INVENTORIES
For the Year Ended For the Year Ended December 31

2021
$ 716,882

$ 58,058
2020
$ 918,412
$ 52,589
Merchandise

Materials for maintenance

December 31 December 31


2021
$ 6,430,041

10,075

$ 6,440,116
2020
$ 5,756,903

9,361
$ 5,766,264

For the years ended December 31, 2021 and 2020, the cost of goods sold related to inventories amounted to $93,218,301 thousand and $72,621,530 thousand, respectively, which included the reversal of inventory write-down totaling $20,459 thousand, and the inventory write-down totaling $74,188 thousand, respectively.

  • 32 -

10. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Associates, which were not individually material and were accounted for using equity method, were as follows:

Investee Company
AppWorks Ventures Co., Ltd. (AppWorks)
AppWorks Fund III Co., Ltd.
(AppWorks Fund III)

Global Home Shopping Co., Ltd. (GHS)

kbro Media Co., Ltd. (kbro Media)

TV Direct Public Company Limited
(TV Direct)

NADA Holdings Corp. (NADA)

Mistake Entertainment Co., Ltd. (M.E.)

Taiwan Pelican Express Co., Ltd. (TPE)

Alliance Digital Tech Co., Ltd. (ADT)


December 31 December 31 December 31
2021
Amount
% of
Ownership
$ 270,997
51.00

689,849
20.14
571,213
20.00
141,885
33.58
120,346
21.35
59,705
37.93
26,494
15.00
-
-

-
-

$ 1,880,489
2020













Amount
% of
Ownership
$ 265,526
51.00
315,027
20.11
606,376
20.00
167,135
33.58
192,103
24.99
-
-
25,698
15.00
386,414
15.50

8,615
14.40
$ 1,966,894

Aggregate information of associates that were not individually material:


The Group’s share of:
Profit (loss)

Other comprehensive income (loss)

Comprehensive income (loss)
For the Year Ended For the Year Ended December 31


2021
$ (19,681)

(13,577)

$ (33,258)
2020
$ 99,891

16,819
$ 116,710

a. AppWorks

In September 2019, TWM acquired 51% equity interest of AppWorks. TWM has no control over AppWorks due to its holding less than half number of seats on AppWorks’ board of directors. Therefore, TWM only has significant influence on AppWorks and accounts for its investment in AppWorks as an associate of TWM, under the equity-method of accounting.

b. AppWorks Fund III

In April 2020, TVC acquired 19.46% equity interest of AppWorks Fund III. TVC has significant influence on AppWorks Fund III since the president of TWM serves as the chairman of AppWorks Fund III. As of December 31, 2021 and 2020, TVC’s percentage of ownership interest in AppWorks Fund III were 20.14% and 20.11%, respectively, due to non-proportionate subscription to AppWorks Fund III’s issuance of new capital stock.

  • 33 -

c. GHS

In June 2015, momo acquired 20% equity interest of GHS through its subsidiary.

As momo’s subsidiary did not participate in GHS’s capital increase in October 2015, its percentage of ownership interest in GHS decreased to 18%. In January 2016, its percentage of ownership interest in GHS increased to 20% due to the acquisition of an additional 2% equity interest of GHS.

d. kbro Media

In August 2012, TFNM acquired 32.5% equity interest of kbro Media.

In November 2020, kbro Media both decreased and increased capital. TFNM’s percentage of ownership interest in kbro Media increased to 33.58% due to non-proportionate subscription to kbro Media’s issuance of new capital stock.

e. TV Direct

In April 2014, momo acquired 35% equity interest of TVD Shopping Co., Ltd. (TVD Shopping). In March 2020, momo received $33,298 thousand as a proportional capital reduction. In June 2020, momo sold all of its equity interest of TVD Shopping to TV Direct for $146,772 thousand.

In June 2020, momo acquired 16.2% equity interest of TV Direct and had significant influence on TV Direct. As of December 31, 2020, momo’s percentage of ownership interest in TV Direct were 24.99% due to its additional acquisitions of TV Direct in the second half of 2020. momo’s percentage of ownership interest in TV Direct then decreased to 21.35% due to non-subscription to the exercise of the share options, which were granted by TV Direct for the year ended 2021.

f. NADA

In December 2021, TVC acquired 37.93% equity interest of NADA. Although TVC was the single largest stockholder of NADA, it only obtained 2 out of 5 seats of the board of directors. In addition, the management considered the size of ownership interest and the dispersion of shares owned by other stockholders. The other holdings were not extremely dispersed. Therefore, TVC has no control over NADA but significant influence.

g. M.E.

In May 2019, TKT acquired 15% equity interest of M.E. TKT has significant influence on M.E. due to its having a seat on M.E.’s board of directors.

h. TPE

In August 2012, momo acquired 20% equity interest of TPE.

In December 2013, momo’s percentage of ownership interest in TPE decreased to 17.7% as it did not subscribe for the new stock issued by TPE and sold part of its stock when TPE went public.

For the year ended December 31, 2020, momo sold part of TPE’s stock for $72,970 thousand, and momo’s percentage of ownership interest in TPE decreased to 15.5% since momo sold other portion of its equity interests in TPE, whilst momo still had 2 seats on TPE’s board of directors. In March 2021, momo sold the rest of its equity interests in TPE for $466,547 thousand.

  • 34 -

i. ADT

In November 2013, TWM acquired 19.23% equity interest of ADT.

In 2014, TWM’s percentage of ownership interest in ADT decreased to 13.33% as TWM did not subscribe for any newly issued ADT stock. In December 2016, TWM increased its percentage of ownership interest in ADT to 14.4% by subscribing for new stock issued by ADT. TWM still has significant influence on ADT due to having a seat on ADT’s board of directors.

ADT had resolved to adopt December 31, 2018 as the dissolution date. In August 2021, ADT completed the liquidation procedures, and TWM received a liquidation capital return of $7,830 thousand.

11. SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS

Subsidiary
momo
Proportion of Non-controlling
Interests’ Ownership and
Voting Rights
December 31
2021
2020
54.99%
54.99%

For information on the principal place of business and the company’s country of registration, see Table 8.

The summarized financial information of momo and its subsidiaries had taken into account the adjustments to acquisition-date fair value, and reflected the amounts before eliminations of intercompany transactions as follows:

Current assets

Non-current assets

Current liabilities

Non-current liabilities


Equity

Equity attributable to:
Owners of the parent

Non-controlling interests of momo

Non-controlling interests of momo’s subsidiaries


**December 31 ** **December 31 **










2021
$ 14,923,554
15,564,958
(12,793,604)

(1,372,429)

$ 16,322,479


$ 10,493,176
5,739,281

90,022

$ 16,322,479
2020
$ 9,932,680

15,349,820

(9,651,475)

(1,207,579)
$ 14,423,446
$ 9,671,655

4,735,804

15,987
$ 14,423,446
  • 35 -

Operating revenue

Profit

Other comprehensive income (loss)

Comprehensive income

Profit (loss) attributable to:
Owners of the parent

Non-controlling interests of momo
Non-controlling interests of momo’s subsidiaries


Comprehensive income (loss) attributable to:
Owners of the parent

Non-controlling interests of momo
Non-controlling interests of momo’s subsidiaries



Net cash generated from operating activities

Net cash used in investing activities
Net cash used in financing activities
Effect of exchange rate changes

Net increase in cash

Dividends paid to non-controlling interests
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021
2020
$ 88,396,696
$ 67,198,104
$ 3,275,266 $ 1,938,938

(13,281)

34,100
$ 3,261,985
$ 1,973,038
$ 1,479,218 $ 874,776
1,801,082
1,068,528

(5,034)

(4,366)
$ 3,275,266
$ 1,938,938
$ 1,473,276 $ 890,083
1,793,824
1,087,225

(5,115)

(4,270)
$ 3,261,985
$ 1,973,038
For the Year Ended December 31



2021
$ 5,720,847
(158,001)
(1,813,450)

(245)

$ 3,749,151

$ 770,113
2020
$ 3,725,682

(911,614)

(1,571,250)

313
$ 1,243,131
$ 654,596

12. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance, January 1, 2021

Additions
Disposals and retirements
Reclassification
Effect of exchange rate
changes

Balance, December 31, 2021
Land
$ 9,101,010
-
(10,637 )
7,842

-

$ 9,098,215
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 5,725,270 $ 96,632,051

5,798
195,750

(10,645 )
(2,259,064 )

3,438
9,779,665

-

(550)

$ 5,723,861
$ 104,347,852
Others
Construction in
Progress and
Equipment to
be Inspected
$ 9,934,447 $ 2,950,912

281,290
8,814,587

(299,473 )
(58 )

322,589
(10,063,069 )

(49)

-

$ 10,238,804
$ 1,702,372
Total
$ 124,343,690

9,297,425

(2,579,877 )

50,465

(599)
$ 131,111,104
(Continued)
  • 36 -
Accumulated depreciation
and impairment
Balance, January 1, 2021

Depreciation
Disposals and retirements
Reclassification
Effect of exchange rate
changes

Balance, December 31, 2021
Carrying amount,
December 31, 2021

Cost
Balance, January 1, 2020

Additions
Disposals and retirements
Reclassification
Effect of exchange rate
changes

Balance, December 31, 2020
Accumulated depreciation
and impairment
Balance, January 1, 2020

Depreciation
Disposals and retirements
Reclassification
Effect of exchange rate
changes

Balance, December 31, 2020
Carrying amount,
December 31, 2020
Land
$ -
-
-
-

-

$ -

$ 9,098,215

$ 8,261,041
431,785
(34,302 )
442,486

-

$ 9,101,010

$ -
-
-
-

-

$ -

$ 9,101,010
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 1,840,925 $ 71,461,532

163,125
7,352,725

(4,762 )
(2,137,769 )

(4,899 )
21

-

(497)

$ 1,994,389
$ 76,676,012

$ 3,729,472
$ 27,671,840

$ 5,641,608 $ 90,366,481

1,200
264,485

(22,377 )
(4,525,040 )

104,839
10,524,831

-

1,294

$ 5,725,270
$ 96,632,051

$ 1,649,207 $ 69,379,600

161,728
6,301,010

(13,804 )
(4,220,098 )

43,794
(240 )

-

1,260

$ 1,840,925
$ 71,461,532

$ 3,884,345
$ 25,170,519
Others
Construction in
Progress and
Equipment to
be Inspected
Total
$ 8,561,919 $ - $ 81,864,376

732,455
-
8,248,305

(293,347 )
-
(2,435,878 )

(21 )
-
(4,899 )

(43)

-

(540)
$ 9,000,963
$ -
$ 87,671,364
$ 1,237,841
$ 1,702,372
$ 43,439,740
$ 9,549,160 $ 1,506,915 $ 115,325,205

301,901
12,275,459
13,274,830

(236,845 )
(323 )
(4,818,887 )

320,146
(10,831,139 )
561,163

85

-

1,379
$ 9,934,447
$ 2,950,912
$ 124,343,690
$ 8,114,393 $ - $ 79,143,200

681,947
-
7,144,685

(234,742 )
-
(4,468,644 )

240
-
43,794

81

-

1,341
$ 8,561,919
$ -
$ 81,864,376
$ 1,372,528
$ 2,950,912
$ 42,479,314
(Concluded)

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings Primary buildings 20-55 years Mechanical and electrical equipment 5-15 years Telecommunications equipment and machinery 1-20 years Others 1-20 years

  • 37 -

13. LEASE ARRANGEMENTS

a. Right-of-use assets

Carrying amount


Land

Buildings

Telecommunications equipment and machinery

Others



Additions to right-of-use assets


Depreciation charge for right-of-use assets
Land

Buildings

Telecommunications equipment and machinery

Others

**December 31 ** **December 31 **
2021
2020


$ 500,385
$ 530,915

7,973,501
7,713,486

443,166
597,078

142,803

169,811
$ 9,059,855
$ 9,011,290
For the Year Ended December 31






2021
$ 4,260,142

$ 234,709

3,566,614
157,664
61,003

$ 4,019,990
2020
$ 3,694,764
$ 240,479
3,459,092
180,374

61,661
$ 3,941,606

Except for the aforementioned additions and recognized depreciation, the Group did not have significant sublease or impairment of right-of-use assets during the years ended December 31, 2021 and 2020.

b. Lease liabilities

Carrying amount


Current

Non-current

Range of discount rates for lease liabilities was as follows:
Land
Buildings
Telecommunications equipment and machinery
Others
**December 31 **



2021
2020
$ 3,540,466
$ 3,505,968
$ 5,552,881
$ 5,530,987
**December 31 **
2021
2020
0.61%-1%
0.74%-1%
0.61%-1.2%
0.72%-1.2%
0.61%-4.38%
0.74%-4.38%
0.61%-0.86%
0.74%-0.86%
  • 38 -

c. Material lease-in activities and terms

The Group leases base transceiver stations and machine rooms, stores, offices, warehouses, maintenance centers, equipment, etc., with most of the lease terms ranging from 1 to 6 years. The Group does not have bargain purchase options to acquire the leasehold assets at the end of the lease terms. In addition, the Group is prohibited from subleasing all or any portion of the underlying assets without the lessors’ consents in some lease agreements. The Group can early terminate the arrangements if there are any controversial or other incidental matters that will cause the leasehold assets not being able to meet the purposes of use.

d. Other lease information


Expenses related to short-term leases

Expenses related to low-value asset leases

Expenses related to variable lease payments and not included in
the measurement of lease liabilities


Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2021
$ 39,374

$ 73,913

$ 50,559

$ 4,264,912
2020
$ 39,496
$ 72,123
$ 45,831
$ 4,151,778

14. INVESTMENT PROPERTIES

The Group leases its properties to others and thus reclassifies them from property, plant and equipment to investment properties.

The fair values of investment properties were measured using Level 3 inputs, arising from income approach, comparative approach, and cost approach adopted by a third party real estate appraiser, HomeBan Appraisers Joint Firm. As of December 31, 2021 and 2020, the fair values of investment properties were $6,450,388 thousand and $6,160,847 thousand, respectively, and the capitalization rates for the aforementioned financial reporting periods were ranging from 1.37%-5.23% and 1.46%-5.23%, respectively.

The amounts of depreciation recognized for the years ended December 31, 2021 and 2020 were $18,314 thousand and $19,779 thousand, respectively.

The maturity analysis of lease payments receivable under operating leases of investment properties was as follows:

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6 and thereafter

December 31 December 31






2021
$ 136,396

75,234
20,752
16,624
13,711
-

$ 262,717
2020
$ 135,195
129,010
76,399
24,532
22,392

18,517
$ 406,045
  • 39 -

15. INTANGIBLE ASSETS

Cost
Balance, January 1, 2021
Additions
Disposals and retirements
Reclassification
Effect of exchange rate changes
Balance, December 31, 2021
Accumulated amortization
and impairment
Balance, January 1, 2021
Amortization
Disposals and retirements
Effect of exchange rate changes
Balance, December 31, 2021
Carrying amount, December 31, 2021
Cost
Balance, January 1, 2020
Additions
Disposals and retirements
Reclassification
Effect of exchange rate changes
Balance, December 31, 2020
Accumulated amortization
and impairment
Balance, January 1, 2020
Amortization
Disposals and retirements
Impairment losses
Effect of exchange rate changes
Balance, December 31, 2020
Carrying amount, December 31, 2020
Conces sions
Service
Concessions
$ 8,180,078

-
-
-

-

$ 8,180,078

$ 1,388,744

178,719
-

-

$ 1,567,463

$ 6,612,615

$ 8,180,078

-
-
-

-

$ 8,180,078

$ 1,210,025

178,719
-
-

-

$ 1,388,744

$ 6,791,334
Goodwill
$ 15,872,595
-
-
-

-
$ 15,872,595
$ 53,487
-
-

-
$ 53,487
$ 15,819,108
$ 15,872,595
-
-
-

-
$ 15,872,595
$ 40,155
-
-
13,332

-
$ 53,487
$ 15,819,108
Othe r Intangible Asse ts Total
$ 105,600,561
236,568
(58,619 )
105,023

(91)
$ 105,883,442
$ 19,834,050
4,780,516
(58,619 )

(68)
$ 24,555,879
$ 81,327,563
$ 75,771,788
29,867,675
(1,143,407 )
1,104,291

214
$ 105,600,561
$ 16,693,313
4,167,114
(1,039,904 )
13,332

195
$ 19,834,050
$ 85,766,511














Concession
Licenses
$ 71,699,375

-
-
-

-

$ 71,699.375

$ 13,687,264

4,131,301
-

-

$ 17,818,565

$ 53,880,810

$ 41,043,375

29,656,000
-
1,000,000

-

$ 71,699,375

$ 10,303,927

3,383,337
-
-

-

$ 13,687,264

$ 58,012,111















Computer
Software
$ 3,231,391

225,525
(58,619 )
21,316

(91)

$ 3,419,522

$ 2,864,980

271,084
(58,619 )

(68)

$ 3,077,377

$ 342,145

$ 4,096,570

175,218
(1,113,352 )
72,741

214

$ 3,231,391

$ 3,465,304

439,330
(1,039,849 )
-

195

$ 2,864,980

$ 366,411
Customer
Relationships
$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,783,463

136,400

-

-

$ 1,919,863

$ 734,226

$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,647,063

136,400

-
-

-

$ 1,783,463

$ 870,626
Operating
Rights
$ 1,382,000

-
-
-

-

$ 1,382,000

$ -

-
-

-

$ -

$ 1,382,000

$ 1,382,000

-
-
-

-

$ 1,382,000

$ -

-
-
-

-

$ -

$ 1,382,000
Trademarks
$ 2,517,900

455
-
-

-

$ 2,518,355

$ 1,725

145
-

-

$ 1,870

$ 2,516,485

$ 2,517,884

71
(55 )
-

-

$ 2,517,900

$ 1,642

138
(55 )
-

-

$ 1,725

$ 2,516,175
Copyrights
$ 63,133

10,588
-
83,707

-

$ 157,428

$ 54,387

62,867
-

-

$ 117,254

$ 40,174

$ 25,197

36,386


(30,000 )
31,550

-

$ 63,133

$ 25,197

29,190

-

-

-

$ 54,387

$ 8,746

The above intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

Concession licenses 14-21 years Service concessions 44-50 years Computer software 1-10 years Customer relationships 20 years Trademarks 10 years Copyrights Amortized over the broadcast period

a. Service concessions

On January 15, 2009, TNH signed a BOT contract with the Taipei City Government. Under the BOT contract, TNH obtained the right to build and operate a development project located at the old Songshan Tobacco Plant. The development concession premium of superficies is amortized on a straight-line basis during the contract period, and the construction costs are amortized on a straight-line basis from the completion date of the construction to the BOT contract expiry date.

b. Customer relationships, operating rights, and trademarks

The Group measures the fair value of acquired assets when acquisitions occur, and identifies the fair value and amortization periods of the intangible assets which conform to materiality and related standards. Although some of the intangible assets such as operating rights and trademarks have legal useful lives, which can be extended, the Group regards these assets as intangible assets with indefinite useful lives.

  • 40 -

  • 1) On April 17, 2007, TFN, one of TWM’s wholly-owned subsidiaries, acquired more than 50% of the former Taiwan Fixed Network Co., Ltd. (formerly “TFN”) through a public tender offer. TWM split the former TFN and its subsidiaries into two cash-generating units, i.e., fixed network services and cable television and broadband business. Accordingly, customer relationships and operating rights are identified as major intangible assets.

  • 2) On September 1, 2010, TFNM, one of TWM’s wholly-owned subsidiaries, acquired 55% of TKT. On August 12, 2011, TFNM acquired 45% of TKT. TWM measured the fair value of the acquired net assets and viewed TKT’s wireless services as one cash-generating unit. Accordingly, trademarks and customer relationships are identified as major intangible assets.

  • 3) On July 13, 2011, WMT, one of TWM’s wholly-owned subsidiaries, acquired control over momo. TWM measured the fair value of the acquired assets and viewed momo’s retail business as one cash-generating unit. Accordingly, trademarks are identified as major intangible assets.

  • c. Goodwill

The carrying amounts of goodwill allocated to the cash-generating units were as follows:


Mobile communication services

Fixed network services

Retail business

Cable television and broadband business


December 31 December 31






2021
$ 7,211,936
357,970
4,979,566

3,269,636

$ 15,819,108
2020
$ 7,211,936

357,970

4,979,566

3,269,636
$ 15,819,108
  • d. Impairment of assets

In conformity with IAS 36 “Impairment of Assets”, the Group identified its mobile communication services, fixed network services, retail business, and cable television and broadband business as the smallest identifiable units which can generate cash inflows independently.

The recoverable amounts of the operating assets were evaluated by business type, and the critical assumptions used for this evaluation were as follows:

  • 1) Mobile communication services

  • a) Assumptions on cash flows

The five-year cash flow projections were estimated on the basis of previous experience, actual operating results, and the financial budget.

  • b) Assumptions on operating revenues

After taking changes in the telecom industry and the competitive landscape into consideration, operating revenues were estimated on the basis of the projected changes in subscriber numbers, minutes of incoming and outgoing calls, and rate plan composition.

  • c) Assumptions on operating costs and expenses

The estimates of activation commissions and customer retention costs were based on the new customers obtained and existing customers maintained. The estimates of remaining costs and expenses were based on the cost drivers of each item.

  • 41 -

  • d) Assumptions on discount rates

For the years ended December 31, 2021 and 2020, the discount rates used to calculate the recoverable amount for the asset’s cash-generating unit were 6.01% and 5.93%, respectively.

  • 2) Fixed network services

  • a) Assumptions on cash flows

The five-year cash flow projections were estimated on the basis of previous experience, actual operating results, and the financial budget.

  • b) Assumptions on operating revenues

After taking changes and growth of business in the telecom industry into consideration, operating revenues were estimated on the basis of the types of data transmission and the demand for broadband capacity.

  • c) Assumptions on operating costs and expenses

The estimates of operating costs and expenses were based on the cost drivers of each cost and expense.

  • d) Assumptions on discount rates

For the years ended December 31, 2021 and 2020, the discount rates used to calculate the recoverable amount for the asset’s cash-generating unit were 6.61% and 6.51%, respectively.

3) Retail business

  • a) Assumptions on cash flows

The five-year cash flow projections were estimated on the basis of previous experience, actual operating results, and the financial budget.

  • b) Assumptions on operating revenues

After taking changes in the retail business industry and the competitive landscape into consideration, operating revenues were estimated on the basis of the classification and average price of commodities, and the degree of the contribution of the customers.

  • c) Assumptions on operating costs and expenses

The estimates of costs and expenses were based on the actual costs and expenses as a proportion of operating revenues.

  • d) Assumptions on discount rates

For the years ended December 31, 2021 and 2020, the discount rates used to calculate the recoverable amount for the asset’s cash-generating unit were 8.94% and 10.48%, respectively.

  • 42 -

  • 4) Cable television and broadband business

  • a) Assumptions on cash flows

The five-year cash flow projections were estimated on the basis of previous experience, actual operating results, and the financial budget.

  • b) Assumptions on operating revenues

After taking changes in the cable television industry and the competitive landscape into consideration, operating revenues were estimated on the basis of the projected changes in subscriber numbers and average revenue per subscriber.

  • c) Assumptions on operating costs and expenses

The estimates of commission costs, customer service costs, and bill processing costs were based on the projected changes in subscriber numbers. The estimates of remaining costs and expenses were based on the actual costs and expenses as a proportion of operating revenues.

  • d) Assumptions on discount rates

For the years ended December 31, 2021 and 2020, the discount rates used to calculate the recoverable amount for the asset’s cash-generating unit for each system operator were ranged from 8.02% to 9.03% and 7.41% to 8.46%, respectively.

Based on the key assumptions of each cash-generating unit, the Group’s management believes that the carrying amounts of these operating assets and intangible assets will not exceed their recoverable amounts even if there are any reasonable changes in the critical assumptions used to estimate recoverable amounts. For the year ended December 31, 2021, impairment losses on assets did not occur. For the year ended December 31, 2020, impairment losses on goodwill, totaling $13,332 thousand were recognized as other gains and losses in the statement of comprehensive income since the operating conditions of subsidiaries were expected to decline in the future.

16. OTHER NON-CURRENT ASSETS


Long-term accounts receivable

Refundable deposits

Other prepayments

Others


**December 31 ** **December 31 **






2021
$ 214,054

751,641
527,264
465,310

$ 1,958,269
2020
$ 296,045
698,876
119,006

474,177
$ 1,588,104
  • 43 -

17. BORROWINGS

a. Short-term borrowings

Unsecured loans

Annual interest rates
**December 31 ** **December 31 **
2021
$ 20,510,000

0.55%-0.94%
2020
$ 9,800,000
0.64%-0.88%

For the information on endorsements and guarantees, see Note 31(b).

b. Short-term notes and bills payable


Short-term notes and bills payable

Less: Discounts on short-term notes and bills payable



Annual interest rates
**December 31 **
2021
2020

$ 4,600,000 $ 14,200,000

(2,207)

(4,615)

$ 4,597,793
$ 14,195,385
0.398%-0.458% 0.328%-0.418%
  • c. Long-term borrowings
Unsecured loans

Secured loans
Commercial papers payable
Less: Current portion
Less: Discounts on commercial papers payable


Annual interest rates:
Unsecured loans
Secured loans
Commercial papers payable
**December 31 **
2021
2020
$ -
$ 2,000,000
2,332,623
2,586,036
6,500,000
6,500,000
(273,459) (2,303,375)

(2,191)

(2,580)
$ 8,556,973
$ 8,780,081
-
0.79%
1.50%
1.7495%
0.687%-0.697% 0.687%-0.697%

1) Unsecured loans

TWM entered into credit facility agreements with a group of banks for mid-term requirements of operating capital, and the interest is paid periodically. Under certain credit agreements, the loans are treated as revolving credit facilities, and the maturity dates of the loans are based on terms under the agreements. Some credit facilities are subject to financial covenants regarding debt ratios and interest protection multiples during the credit facility period. The unsecured loans, whose expiry date of the repayments was in July 2021, were fully repaid.

  • 44 -

2) Secured loans

TNH entered into a syndicated loan agreement, with respect to the investment under the aforementioned BOT contract. The credit agreement originally signed in 2010 had been terminated in advance. TNH signed another credit agreement with Bank of Taiwan for a $3,400,000 thousand credit amount and a $65,000 thousand guarantee amount in 2017. The agreement started from the date of the first drawdown of the loan and would last for 7 years with interest payments made on a monthly basis. In accordance with the loan agreement, the regular financial covenants, e.g., current ratio, equity ratio, and interest protection multiples, must be complied with during the credit facility period. For property under the BOT contract and its superficies that have been pledged as collateral, see Note 30.

3) Commercial papers payable

TWM’s commercial papers payable are treated as revolving credit facilities under the contracts. The repayment dates of the commercial papers payable are no later than December 2023.

18. BONDS PAYABLE


5th domestic unsecured straight corporate bonds

6th domestic unsecured straight corporate bonds

7th domestic unsecured straight corporate bonds

3rd domestic unsecured convertible bonds

Less: Current portion


December 31 December 31







2021
$ 14,994,030
19,984,764
2,496,703
-

-

$ 37,475,497
2020
$ 14,991,472

19,981,751

-

632,030

(632,030)
$ 34,973,223

a. 5th domestic unsecured straight corporate bonds

On April 20, 2018, TWM issued the 5th domestic unsecured straight corporate bonds. The bonds included five-year and seven-year bonds, with the principal amount of $6,000,000 thousand and $9,000,000 thousand, each having a face value of $10,000 thousand, and coupon rates of 0.848% and 1% per annum, respectively, with simple interest due annually. Repayment will be made in full at maturity. As of December 31, 2021, the amount of unamortized bond issue cost was $5,970 thousand. The trustee of bond holders is Bank of Taiwan.

Future repayments of the above-mentioned corporate bonds are as follows:

Year
2023

2025

Amount
$ 6,000,000

9,000,000
$ 15,000,000
  • 45 -

  • b. 6th domestic unsecured straight corporate bonds

On March 24, 2020, TWM issued the 6th domestic unsecured straight corporate bonds. The bonds included five-year, seven-year, and ten-year bonds, with the principal amount of $5,000,000 thousand, $10,000,000 thousand and $5,000,000 thousand, each having a face value of $10,000 thousand, and coupon rates of 0.64%, 0.66% and 0.72% per annum, respectively, with simple interest due annually. Repayment will be made in full at maturity. As of December 31, 2021, the amount of unamortized bond issue cost was $15,236 thousand. The trustee of bond holders is Bank of Taiwan.

Future repayments of the above-mentioned corporate bonds are as follows:

Year
2025

2027
2030

Amount
$ 5,000,000
10,000,000

5,000,000
$ 20,000,000
  • c. 7th domestic unsecured straight corporate bonds

On July 13, 2020, TWM issued the 7th domestic unsecured straight corporate bonds. The bond was seven-year bond, with the principal amount of $2,500,000 thousand, having a face value of $10,000 thousand, and coupon rate of 0.53% per annum, with simple interest due annually. Repayment will be made in full at maturity. As of December 31, 2021, the amount of unamortized bond issue cost was $3,297 thousand. The trustee of bond holders is Bank of Taiwan.

Future repayments of the above-mentioned corporate bonds are as follows:

Year
2028
Amount
$ 2,500,000
  • d. 3rd domestic unsecured convertible bonds

On November 22, 2016, TWM issued its 3rd domestic five-year unsecured zero-coupon convertible bonds with an aggregate principal amount of $10,000,000 thousand and a par value of $100 thousand per bond certificate. The conversion price was set initially at $116.1 per share. The conversion price should be adjusted according to the prescribed formula and has been adjusted to $91.8 per share since August 29, 2021. Except for the book closure period, bondholders are entitled to convert bonds into TWM’s common stock from December 23, 2016 to November 22, 2021. The trustee of bond holders is Bank of Taiwan.

If the closing price of TWM’s common stock continues being at least 130% of the conversion price then in effect for 30 consecutive trading days or the aggregate outstanding balance of bonds payable is less than 10% of the original issuance amount, TWM has the right to redeem the outstanding bonds payable at par value in cash during the period from one month after the issuance date to the date 40 days prior to the maturity date.

At the end of the third year from the bond issuance date, bondholders have the right to request TWM to redeem the convertible bonds at par value in cash.

  • 46 -

The convertible bonds contain both liability and equity components. The equity component was presented in equity under the heading of capital surplus - option. The effective interest rate of the liability component was 0.9149% per annum on initial recognition.

Proceeds from the issuance (minus transaction costs $10,870 thousand)

Equity component
Financial liabilities

Liability component at the date of issuance
Interest charged at the effective interest rate
Convertible bonds converted into common stock

Liability component on December 31, 2020
Interest charged at the effective interest rate
Convertible bonds converted into common stock
Repayment of the convertible bonds

Liability component on December 31, 2021
$ 9,989,130
(400,564)

(35,961)
9,552,605
240,318
(9,160,893)
632,030
4,735
(626,065)

(10,700)
$ -

As of December 31, 2021 and 2020, the bondholders had requested to convert the bonds at face values of $9,989,300 thousand and $9,362,800 thousand, respectively.

The above-mentioned convertible bonds were due on November 22, 2021. The repayment of $10,700 thousand had been made on December 6, 2021.

19. PROVISIONS

Restoration
Replacement
Warranties
Current
Non-current
Balance, January 1, 2021

Provision

Payment/Reversal

Unwinding of discount


Balance, December 31, 2021

Balance, January 1, 2020

Provision

Payment/Reversal

Unwinding of discount


Balance, December 31, 2020









Restoration
Replacement

$ 1,110,392 $ 385,375
39,045
52,880
(157,321)
(1,696)

3,159

10,720

$ 995,275
$ 447,279


$ 1,183,427 $ 324,693
37,816
51,540
(114,509)
-

3,658

9,142

$ 1,110,392
$ 385,375
**December 31 ** **December 31 **
$ 2021


995,275

447,279
23,774

1,466,328



74,007

1,392,321

1,466,328

Warranties

$ 21,935

34,354

(32,515)

-

$ 23,774


$ 40,111

35,458

(53,634)

-

$ 21,935
2020
$ 1,110,392
385,375

21,935
$ 1,517,702
$ 68,531

1,449,171
$ 1,517,702
Total
$ 1,517,702

126,279

(191,532)

13,879
$ 1,466,328
$ 1,548,231

124,814

(168,143)

12,800
$ 1,517,702
$

$
$













  • 47 -

20. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

Domestic firms of the Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed and defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages. The employees of the Group’s subsidiaries in other countries are participants of state-managed retirement benefit plans operated by local governments. In accordance with the above provisions, the Group’s contributions to the pension plan amounted to $347,738 thousand and $329,335 thousand for the years ended December 31, 2021 and 2020, respectively.

b. Defined benefit plans

The Group contributed 2% of each employee’s monthly wages to the pension fund, with Bank of Taiwan acting as the custodian bank, in accordance with the defined benefit plans (Plans). The Plan provides defined pension benefits for the Group’s certain qualified employees, specified under the Labor Standards Law, and such benefits are determined based on an employee’s years of service and average monthly salary for six-month period prior to the date of retirement. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group will fund the difference in one appropriation before the end of March of the following year. The fund is operated and managed by the government’s designated authorities; as such, the Group does not have any right to participate in the operation of the fund.

The defined benefit plans were as follows:

Present value of defined benefit obligations

Fair value of plan assets

Net defined benefit liabilities
December 31 December 31


2021
$ 1,534,000

(1,070,438)

$ 463,562
2020
$ 1,564,818
(1,030,747)
$ 534,071

The movements in present value of defined benefit obligations for the years ended December 31, 2021 and 2020 were as follows:


Balance, January 1

Current service costs
Past service costs
Interest costs
Actuarial loss - changes in demographic assumptions
Actuarial loss (gain) - changes in financial assumptions
Actuarial gain - experience adjustments
Benefits paid from plan assets
Paid from defined benefit obligations

Balance, December 31
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
$ 1,564,818

1,905
(1,163)
7,370
46,251
(48,379)
(20,075)
(16,727)
-

$ 1,534,000
2020
$ 1,500,604
2,041

(62)
12,949
6,236

78,761

(7,089)

(23,066)

(5,556)
$ 1,564,818
  • 48 -

The movements in the fair value of the plan assets for the years ended December 31, 2021 and 2020 were as follows:


Balance, January 1

Net interest income
Return on plan assets (excluding amounts included in net
interest)
Contributions from the employer
Benefits paid from plan assets

Balance, December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 1,030,747

5,020
13,383
38,015
(16,727)

$ 1,070,438
2020
$ 983,429
8,682
30,657
31,045

(23,066)
$ 1,030,747

The expenses recognized in profit or loss for the years ended December 31, 2021 and 2020 were as follows:


Current service costs

Past service costs
Interest costs
Net interest income

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
$ 1,905

(1,163)
7,370
(5,020)

$ 3,092
2020
$ 2,041

(62)
12,949

(8,682)
$ 6,246

The pre-tax remeasurements recognized in other comprehensive income (loss) for the years ended December 31, 2021 and 2020 were as follows:


Return on plan assets (excluding amounts included in net
interest)

Actuarial loss - changes in demographic assumptions
Actuarial loss (gain) - changes in financial assumptions
Actuarial gain - experience adjustments

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ (13,383)
46,251
(48,379)
(20,075)

$ (35,586)
2020
$ (30,657)
6,236

78,761

(7,089)
$ 47,251

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 49 -

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial present values of the defined benefit obligation were carried out by the chartered actuary.

The principal assumptions used for the purpose of the actuarial valuations were as follows:

Discount rate
Long-term average adjustment rate of salary
**December 31 **
2021
2020
0.5%-0.7%
0.35%-0.5%
2.5%-3%
2.5%-3%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.25% increase
0.25% decrease
Long-term average adjustment rate of salary
0.25% increase
0.25% decrease
**December ** **31 **



2021
$ (46,381)

$ 48,242

$ 46,610

$ (45,068)
2020
$ (50,430)
$ 52,565
$ 50,680
$ (48,906)

The sensitivity analysis presented above may not be representative of the actual change in the present value of 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.

The expected contributions to the Plan for the following year
The average duration of the defined benefit obligation
December 31
2021
2020
$ 34,815
$ 32,148
10-15.7years
11-16.6 years

21. EQUITY

  • a. Share capital

As of December 31, 2021 and 2020, TWM’s authorized capital was $60,000,000 thousand and capital issued and outstanding were $35,135,201 thousand and $35,124,215 thousand, respectively, divided into 3,513,520 thousand shares and 3,512,421 thousand shares, respectively, which were all common stocks, at a par value of $10 each.

As of December 31, 2021 and 2020, the bondholders of the 3rd domestic unsecured convertible bonds had requested to convert the bonds into 98,401 thousand and 91,589 thousand common stocks, respectively. As of December 31, 2021, the amounts recognized as capital collected in advance were $57,135 thousand. TWM has completed the related corporate registration procedures with respect to the issuance of new stock on the record date in accordance with the relevant regulations.

  • 50 -

b. Capital surplus

Additional paid-in capital from convertible corporate bonds

Treasury stock transactions
Difference between consideration and carrying amount arising
from the disposal of subsidiaries’ stock
Changes in equity of subsidiaries
Changes in equity of associates accounted for using equity
method
Expired share options
Convertible bonds payable options
Others

December 31 December 31


2021
$ 11,107,455
5,159,704
85,965
501,215
10,828
13,269
-

24,803

$ 16,903,239
2020
$ 13,102,020

5,159,704

85,965

501,215

26,342

-

25,524

35,804
$ 18,936,574

Under the ROC Company Act, capital surplus generated from the excess of the issue price over the par value of capital stock, including the stock issued for new capital, the conversion premium from convertible corporate bonds, treasury stock transactions, and the difference between consideration and carrying amount of subsidiaries’ stock disposed of, may be applied to make-up accumulated deficit, if any, or be transferred to capital as stock dividends, or be distributed as cash dividends when there is no accumulated deficit, and this transfer is restricted to a certain percentage of the paid-in capital. The capital surplus arising from changes in equity of subsidiaries, changes in equity of associates accounted for using equity method and the overdue unclaimed dividends could also be applied to make-up accumulated deficit, if any. The other capital surplus cannot be used by any means.

c. Appropriation of earnings and dividend policy

In accordance with the policy, TWM’s profits earned in a fiscal year shall first be set aside to pay the applicable taxes, offset losses, and set aside for legal reserve pursuant to laws and regulations, unless the legal reserve has reached TWM’s total paid-up capital. The remaining profits shall be set aside for special reserve in accordance with laws, regulations, or business requirements. Any further remaining profits plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board of Directors for approval at a stockholders’ meeting.

TWM adopts a dividend distribution policy whereby only surplus profits of TWM shall be distributed to stockholders. That is, after setting aside amounts for retained earnings based on TWM’s capital budget plan, the residual profits shall be distributed as cash dividends. Stock dividends in a particular year shall be capped at no more than 80% of total dividends to be distributed for that year. The amount of the distributable dividends, the forms in which dividends shall be distributed, and the ratio thereof shall depend on the actual profit and cash positions of TWM and shall be approved by resolutions of the Board of Directors, who shall, upon such approval, recommend the same to the stockholders for approval by resolution at the stockholders’ meetings.

The above appropriation of earnings should be resolved in the annual general stockholders’ meeting (AGM) held in the following year.

According to the ROC Company Act, a company shall first set aside its earnings as legal reserve until the legal reserve equals the paid-in capital. The legal reserve may be used to offset losses. After offsetting any deficit, the legal reserve may be transferred to capital and distributed as stock dividends or cash dividends for the amount in excess of 25% of the paid-in capital pursuant to a resolution adopted in the stockholders’ meeting.

  • 51 -

Pursuant to existing regulations, TWM is required to set aside and reverse additional special reserve equivalent to the net debit balance of the other equity interests, such as the exchange differences on translation and unrealized gain or loss on financial assets at fair value through other comprehensive income.

The appropriations of earnings for 2020 and 2019 which have been resolved in the AGM on August 20, 2021 and June 18, 2020, respectively, were as follows:


Legal reserve

Special reserve
Cash dividends
Cash dividends per share (NT$)
Appropriation of Earnings
For the Year Ended December 31
2020
2019
$ 1,330,074 $ 1,248,117
2,449,739
(95,381)
9,521,178
11,756,844
3.38353
4.183

In addition, cash distributions arising from capital surplus with respect to the excess of stock issuance price over the par value of capital stock, totaling $2,577,603 thousand and $1,593,624 thousand and representing $0.916 and $0.567 per share, were resolved in the AGM; thus, total distributions were $4.29953 and $4.75 per share, respectively, for 2020 and 2019.

TWM’s 2021 earnings appropriations will be proposed by the Board of Directors and approved in the AGM. Information on earnings appropriations is available on the Market Observation Post System website of the Taiwan Stock Exchange.

  • d. Other equity interests
Exchange
Differences on
Translation
Unrealized
Gain (Loss) on
Financial Assets
at FVTOCI

Balance, January 1, 2021
$ (31,679) $ (2,418,060)
Exchange differences on translation

(12,285)
-
Changes in fair value of financial assets at
FVTOCI

-
848,765
Unrealized loss of equity instruments
transferred to retained earnings due to
disposal

-
2,209
Changes in other comprehensive income of
associates accounted for using equity
method

(330)
(21,598)
Other comprehensive income transferred to
retained earnings due to disposal of
investments accounted for using equity
method

-
(22,885)
Other comprehensive loss transferred to
retained earnings due to the decrease of
percentage of ownership interest in the
investments accounted for using equity
method

-
849
Income tax effect

-

(168,401)


Balance, December 31, 2021
$ (44,294)
$ (1,779,121)
Total
$ (2,449,739)
(12,285)
848,765
2,209

(21,928)

(22,885)
849
(168,401)
$ (1,823,415)
(Continued)
  • 52 -

e

Exchange
Differences on
Translation
Unrealized
Gain (Loss) on
Financial Assets
at FVTOCI
Balance, January 1, 2020
$ (34,505) $ 473,410

Exchange differences on translation

4,190
-
Changes in fair value of financial assets at
FVTOCI

-
(886,398)
Unrealized gain of equity instruments
transferred to retained earnings due to
disposal

-
(2,052,067)
Changes in other comprehensive income
(loss) of associates accounted for using
equity method

(1,364)
6,497
Other comprehensive income transferred to
retained earnings due to disposal of
investments accounted for using equity
method

-
(2,196)
Income tax effect

-

42,694


Balance, December 31, 2020
$ (31,679)
$ (2,418,060)
Total
$ 438,905
4,190

(886,398)
(2,052,067)
5,133

(2,196)
42,694
$ (2,449,739)
(Concluded)

e. Treasury stock

As of December 31, 2021 and 2020, TWM’s stocks held for the investment purposes by TCCI, TUI and TID, which are all wholly-owned by TWM, were 698,752 thousand shares, and the market values were $69,875,160 thousand and $69,106,533 thousand, respectively. Since TWM’s stocks held by its subsidiaries are regarded as treasury stock, TWM recognized $29,717,344 thousand as treasury stock. For those treasury stockholders, they have the same rights as the other stockholders, except that they are not allowed to subscribe new shares issued by TWM for cash and exercise the voting rights over such treasury stock.

f. Non-controlling interests


Beginning balance

Profit
Other comprehensive income
Exchange differences on translation
Unrealized gain (loss) on financial assets at FVTOCI
Share of other comprehensive income of associates accounted
for using equity method
Remeasurements of defined benefit plans
Changes in equity of associates accounted for using equity
method
Changes in capital surplus due to disposal of investments
accounted for using equity method
Cash dividends for non-controlling interests of subsidiaries
Increase in non-controlling interests

Ending balance
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
$ 6,625,112

1,837,044
(14,413)
(1,336)
8,351
84
734
(20,968)
(770,513)
79,150

$ 7,743,245
2020
$ 6,158,984
1,107,225

3,574

3,253
12,170
(217)
(1,490)

(3,344)

(655,043)
-
$ 6,625,112
  • 53 -

22. OPERATING REVENUE


Revenue from contracts with customers
Telecommunications and value-added services

Sales revenue

Cable TV and broadband services
Others
Other operating revenue

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2021
$ 45,058,294
104,122,968
5,968,850
809,939
149,482

$ 156,109,533
2020
$ 44,766,375

81,100,093

6,018,939

814,164
161,413
$ 132,860,984

a. Contract information

Please refer to Note 4 and Note 35.

b. Contract balances


Contract assets
Bundle sales

Less: Allowance for impairment loss


Current

Non-current

December 31,
2021

$ 9,951,564

(84,514)

$ 9,867,050

$ 4,667,271


5,199,779

$ 9,867,050
December 31,
2020
$ 8,441,819

(71,687)

$ 8,370,132

$ 4,617,051

3,753,081

$ 8,370,132
January 1,
2020
$ 8,366,531
(71,032)
$ 8,295,499
$ 4,832,043

3,463,456
$ 8,295,499

For notes and accounts receivable, please refer to Note 8.

The Group measures the loss allowance for contract assets at an amount equal to lifetime ECLs. The contract assets will be transferred to accounts receivable when the corresponding invoice is billed to the client, and the contract assets have substantially the same risk as the trade receivables. Therefore, the Group concluded that the expected loss rates for trade receivables can be applied to the contract assets. As of December 31, 2021 and 2020, the expected credit loss rates were both 0.02%-0.85%.

Movements of the loss allowance of contract assets were as follows:


Beginning balance
Provision
Ending balance
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 71,687


12,827

$ 84,514
2020
$ 71,032

655
$ 71,687
  • 54 -
December 31,
2021
December 31,
2020
Contract liabilities
Telecommunications and value-added
services
$ 1,195,258
$ 1,289,917

Sales of goods
154,895
36,981
Cable TV and broadband services
624,065
656,162
Others

10,090

12,456

$ 1,984,308
$ 1,995,516

Current
$ 1,894,828
$ 1,892,749

Non-current

89,480

102,767

$ 1,984,308
$ 1,995,516
January 1,
2020
$ 1,125,265
42,417
672,667

12,351
$ 1,852,700
$ 1,807,407

45,293
$ 1,852,700

The changes in balances of contract assets and contract liabilities primarily result from the timing difference between the satisfaction of performance obligations and the payments collected from customers. Other significant changes were as follows:



Contract assets

Transfers of beginning balance to receivables
For the Year Ended December 31
2021
2020




$ 4,668,487
$ 4,872,478

Revenue recognized in the current year from the contract liabilities at the beginning of the year is as follows:



Contract liabilities

Telecommunications and value-added services

Sales of goods
Cable TV and broadband services
Others

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **




2021


$ 1,156,434

35,186
646,471
12,341

$ 1,850,432
2020
$ 1,059,456
41,106
662,605

10,978
$ 1,774,145

c. Partially completed contracts

As of December 31, 2021, the transaction prices allocated to the performance obligations that are not fully satisfied and the expected timing for recognition of revenue are as follows:

Telecommuni-
cations and
Value-added
Services
- in 2022
$ 25,029,503

- in 2023
12,308,531
- after 2023

5,660,533

$ 42,998,567
Cable TV and
Broadband
Services
$ 25,904

11,563
-

$ 37,467
Others
$ 372,498

339,688

2,089,051

$ 2,801,237
Total
$ 25,427,905
12,659,782

7,749,584
$ 45,837,271
  • 55 -

The above information does not include contracts with expected durations which are equal to less than one year.

  • d. Assets related to contract costs

Incremental costs of obtaining a contract - non-current
December 31 December 31

2021

$ 1,828,387
2020
$ 1,771,884

The Group considered the past experience and the default clauses in the sale contracts and believed the commission and the subsidy paid for obtaining a contract are wholly recoverable, therefore, such costs are capitalized. The amounts of amortization recognized for the years ended December 31, 2021 and 2020 were $1,409,231 thousand and $1,718,101 thousand, respectively.

23. NON-OPERATING INCOME AND EXPENSES

  • a. Other gains and losses, net

Gain (loss) on disposal and retirement of property, plant and
equipment, net

Loss on disposal and retirement of intangible assets, net
Gain on disposal of investments accounted for using equity
method
Valuation loss on financial assets at fair value through profit and
loss (FVTPL)
Impairment loss on intangible assets
Loss on foreign exchange, net
Others

**For the Year Ended ** **For the Year Ended ** **December 31 **


2021
$ 8,690

-
97,791
(2,869)
-
(10,649)
1,297

$ 94,260
2020
$ (257,006)
(64,703)
73,859
(149)
(13,332)
(5,933)

(122)
$ (267,386)

b. Finance costs


Interest expense
Corporate bonds

Bank loans
Commercial papers payable
Lease liabilities
Others

For the Year Ended December 31 For the Year Ended December 31


2021
2020
$ 291,668
$ 257,226
158,999
188,266
72,774
58,851
77,557
86,572
26,815

27,673
$ 627,813
$ 618,588
  • 56 -

24. INCOME TAX

a. Income tax recognized in profit or loss


Current income tax expense
Current period

Prior years’ adjustments


Deferred income tax expense
Temporary differences

Income tax expense
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **




2021
$ 2,975,359

(357,625)

2,617,734

138,632

$ 2,756,366
2020
$ 2,988,136

(18,314)

2,969,822

94,191
$ 3,064,013

The reconciliation of profit before tax to income tax expense was as follows:


Profit before tax

Income tax expense at domestic statutory tax rate

Effect of different tax rates on the group entities
Adjustment items in determining taxable profit
Temporary differences
Investment tax credits
Loss carryforwards
Land value increment tax
Prior years’ adjustments

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2021
$ 15,581,575

$ 3,116,315
(112)
(148,417)
138,632
(1,956)
6,843
2,686

(357,625)

$ 2,756,366
2020
$ 15,457,791
$ 3,091,558

481

(104,834)

94,191

(94)

(1,817)

2,842

(18,314)
$ 3,064,013

b. Income tax recognized in other comprehensive income (loss)


Deferred income tax expense (income)
Unrealized gain (loss) on financial assets at FVTOCI

Remeasurements from defined benefit plans

For the Year Ended For the Year Ended December 31


2021

$ 168,401

7,117

$ 175,518
2020
$ (42,694)

(9,450)
$ (52,144)
  • 57 -

c. Deferred tax assets and liabilities

1) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for the years ended December 31, 2021 and 2020 were as follows:

Deferred tax assets
Property, plant and equipment
Defined benefit plans
Financial assets at FVTOCI
Others



Deferred tax liabilities
Intangible assets

Financial assets at FVTOCI
Others


Deferred tax assets
Property, plant and equipment
Defined benefit plans
Financial assets at FVTOCI
Others


Deferred tax liabilities
Intangible assets

Financial assets at FVTOCI
Others

For the Year Ended December 31, 2021 For the Year Ended December 31, 2021 For the Year Ended December 31, 2021






Recognized in
Opening
Balance
Profit or Loss
Other
Comprehensive
Income (Loss)
Closing
Balance
$ 329,339 $ (86,492) $ -
$ 242,847
111,813
(6,985)
(7,117)
97,711
113,051
(442)
(88,235)
24,374

329,164

15,648

-

344,812
$ 883,367
$ (78,271)
$ (95,352)
$ 709,744
$ 1,052,243 $ 53,246 $ -
$ 1,105,489
5,311
-
80,166
85,477

6,180

7,115

-

13,295
$ 1,063,734
$ 60,361
$ 80,166
$ 1,204,261
For the Year Ended December 31, 2020





Opening
Balance

$ 339,884
108,468
69,908

320,980

$ 839,240

$ 969,023
4,862

3,675

$ 977,560
Recognized in
Profit or Loss
Other
Comprehensive
Income (Loss)
$ (10,545) $ -


(6,105)
9,450

-
43,143

8,184

-

$ (8,466)
$ 52,593

$ 83,220 $ -


-
449

2,505

-

$ 85,725
$ 449
Closing
Balance
$ 329,339
111,813
113,051

329,164
$ 883,367
$ 1,052,243
5,311

6,180
$ 1,063,734
  • 58 -

  • 2) Unrecognized deferred tax assets items

Loss carryforwards
December 31 December 31
2021
$ 127,594
2020
$ 154,690

As of December 31, 2021, the Group had not recognized the prior years’ loss carryforwards, totaling $127,594 thousand, as deferred tax assets. The expiry years are from 2022 to 2031.

d. Income tax examinations

The latest years for which the income tax returns of the entities in the Group have been examined and cleared by the tax authorities were as follows:

Company
TWM
TCC
WMT
TVC
TNH
TFN
TT&T
TCCI
TDS
TPIA
TFC
TUI
TID
TKT
TFNM
GFMT
GWMT
WTVB
YJCTV
MCTV
PCTV
UCTV
GCTV
momo
FLI
FPI
FST
Bebe Poshe
FSL
**Year **
2018
2019
2019
2019
2019
2019
2019
2019
2019
2020
2020
2019
2020
2019
2019
2020
2019
2019
2019
2019
2019
2019
2019
2019
2020
2020
2020
2020
2020
  • 59 -

25. EARNINGS PER SHARE

For the Year Ended December 31, 2021

For the Year Ended December 31, 2021 For the Year Ended December 31, 2021
Basic EPS
Profit attributable to owners of the parent

Effect of dilutive potential common stock:
Employees’ compensation
Convertible bonds

Diluted EPS
Profit attributable to owners of the parent
(adjusted for potential effect of common stock)

Basic EPS
Profit attributable to owners of the parent

Effect of dilutive potential common stock:
Employees’ compensation
Convertible bonds

Diluted EPS
Profit attributable to owners of the parent
(adjusted for potential effect of common stock)
Amount After
Income Tax
Weighted-
average Number
of Shares
(In Thousands)
EPS
(NT$)
$ 10,988,165
2,814,930
$ 3.90
-
4,221

4,735

5,669
$ 10,992,900

2,824,820
$ 3.89
For the Year Ended December 31, 2020
Amount After
Income Tax
Weighted-
average Number
of Shares
(In Thousands)
$ 11,286,553
2,811,916

-
4,119

7,287

8,419
$ 11,293,840

2,824,454
EPS
(NT$)
$ 4.01
$ 3.99

Since TWM has the discretion to settle the employees’ compensation by cash or stock, TWM should presume that the entire amount of the compensation will be settled in stock, and the potential stock dilution should be included in the weighted-average number of stock outstanding used in the calculation of diluted EPS, provided there is a dilutive effect. Such dilutive effect of the potential stock needs to be included in the calculation of diluted EPS until employees’ compensation is approved in the following year.

26. CASH FLOW INFORMATION

Changes in liabilities arising from financing activities:

For the Year Ended December 31, 2021


Lease liabilities (including
current and non-current
portions)
Opening
Balance
$ 9,036,955
Cash Flows
$ (4,071,723)
Non-cash Changes
New Leases
Others
$ 4,256,234
$ (128,119)
Ending
Balance
$ 9,093,347
New Leases
$ 4,256,234
  • 60 -

For the Year Ended December 31, 2020


Lease liabilities (including
current and non-current
portions)
Opening
Balance
$ 9,650,389
Cash Flows
$ (3,967,461)
Non-cash Changes
New Leases
Others
$ 3,691,184
$ (337,157)
Ending
Balance
$ 9,036,955
New Leases
$ 3,691,184

27. CAPITAL MANAGEMENT

The Group maintains and manages its capital to meet the minimum paid-in capital required by the competent authority, and to optimize the balance of liabilities and equity in order to maximize stockholders’ return. By periodically reviewing and measuring relative cost, risk, and rate of return to ensure profit and to maintain adequate financial ratios, the Group may adopt various financing approaches to balance its capital structure in order to meet the demands for capital expenditures, working capital, settlements of liabilities, and dividend payments in its normal course of business for the future.

28. FINANCIAL INSTRUMENTS

  • a. Categories of financial instruments
Financial assets
Financial assets at FVTPL (including current and non-current
portions) (Note 1)

Financial assets at FVTOCI (including current and non-current
portions)
Financial assets measured at amortized cost (including current
and non-current portions) (Note 2)

Total


Financial liabilities
Financial liabilities measured at amortized cost (including
current and non-current portions) (Note 3)

Note 1: Financial assets mandatorily measured at FVTPL
December 31 December 31




2021
$ 273,767
3,971,028

27,891,041

$ 32,135,836

$ 96,632,676
2020
$ -

2,535,192

21,990,185
$ 24,525,377
$ 93,671,945
  • Note 2: The balances comprise cash and cash equivalents, notes and accounts receivable, other receivables, other financial assets and refundable deposits, which were financial assets measured at amortized cost.

  • Note 3: The balances comprise long-term and short-term borrowings, commercial papers payable, notes and accounts payable, other payables, other financial liabilities (classified as other current liabilities), bonds payable and guarantee deposits, which were financial liabilities measured at amortized cost.

  • 61 -

  • b. Fair value of financial instruments

  • 1) Financial instruments not measured at fair value

Except for the table below, the Group considers that the carrying amount of financial assets and liabilities that are not at fair value is close to the fair value, or the fair value cannot be reliably measured.

Financial liabilities
Bonds payable (including
current portion)
**December 31 ** **December 31 **
2021
Carrying
Amount
Fair Value
$ 37,475,497 $ 37,702,271
2020
Carrying
Amount
Fair Value
$ 35,605,253 $ 35,885,879

The fair value of bonds payable is measured by Level 2 inputs, using a volume-weighted average price on the TPEx at the end of the reporting period.

  • 2) Fair value of financial instruments that are measured at fair value on a recurring basis

The table below provides the related analysis of financial instruments at fair value after initial recognition. Based on the extent that fair value can be observed, the fair value measurements are grouped into Levels 1 to 3:

  • Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: Inputs other than quoted prices included within Level 1 are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

  • Level 3: Inputs for the assets or liabilities are not based on observable market data (unobservable inputs).

December 31, 2021


Financial assets at FVTPL
Foreign unlisted stocks

Convertible notes
Limited partnerships

Level 1
$ -
-

-

$ -
Level 2
$ -

-

-

$ -
Level 3
$ 1,502

138,300

133,965

$ 273,767
Total
$ 1,502

138,300

133,965
$ 273,767

(Continued)

  • 62 -

Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Foreign unlisted stocks
Limited partnerships


December 31, 2020

Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Foreign unlisted stocks
Limited partnerships

Level 1
$ 1,711,959
-
-

-

$ 1,711,959

Level 1
$ 1,218,340
-
-

-

$ 1,218,340
Level 2
$ -

-

15,179

-

$ 15,179

Level 2
$ -

-

8,533

-

$ 8,533
Level 3
$ -

608,146

946,097

689,647

$ 2,243,890

Level 3
$ -

657,756

400,736

249,827

$ 1,308,319
Total
$ 1,711,959

608,146

961,276

689,647
$ 3,971,028
(Concluded)
Total
$ 1,218,340

657,756

409,269

249,827
$ 2,535,192

There was no transfer between the fair value measurements of Levels 1 and 2 for the years ended December 31, 2021 and 2020.

Valuation techniques and assumptions used in fair value determination

  • a) The fair value of financial instruments traded in active markets is based on quoted market prices (including stocks of publicly traded companies).

  • b) Valuation techniques and inputs applied for Level 2 fair value measurement:

For foreign unlisted stocks, the Group takes price fluctuations and risk-free rates into consideration by using the market comparison approach. Call options of convertible bonds that adopted binomial tree valuation model were evaluated by the observable closing price of the stocks, volatility, risk-free interest rate, risk discount rate, and liquidity risk at the balance sheet date.

  • c) Valuation techniques and inputs applied for Level 3 fair value measurement:

The evaluations of fair value of unlisted stocks and convertible notes were mainly referenced to the valuation of the same type of companies or the transaction prices of recent financing activities through the market approach or asset approach. The unobservable inputs were the liquidity discount rate and the stock price volatility. The liquidity discount rates were ranged from 20% to 27.4% and 10.7% to 25% as of December 31, 2021 and 2020, respectively. The stock price volatility was ranged from 50.5% to 55.9% as of December 31, 2021.

  • 63 -

The fair value of limited partnerships investments was evaluated through the market approach, income approach and asset approach. The evaluation and assumptions are mainly referenced to related information of comparable transactions or companies and estimated future cash flows. The unobservable input was liquidity discount rate, which were estimated to be 26.2% and 33.5% as of December 31, 2021 and 2020, respectively.

  • 3) Reconciliation of Level 3 fair value measurements of financial instruments

For the Year Ended December 31, 2021

Financial Assets Financial Assets Financial Assets
at FVTPL - at FVTOCI -
Financial Equity
Instruments Instruments
Balance at January 1, 2021 $
-
$ 1,308,319
Additions 276,636 588,407
Recognized in profit or loss (loss on financial assets at
FVTPL) (2,869)
-
Recognized in other comprehensive income (unrealized gain
on financial assets at FVTOCI) - 587,110
Transferred out of Level 3 (Note) -

(239,946)
Balance at December 31, 2021 $
273,767
$ 2,243,890

Note: Because certain equity investment’s quoted price (unadjusted) in active markets became available, its fair value hierarchy was transferred from Level 3 to Level 1.

For the Year Ended December 31, 2020

Financial Assets Financial Assets Financial Assets Financial Assets
at FVTPL - at FVTOCI -
Financial Equity
Instruments Instruments
Balance at January 1, 2020 $
149
$ 665,372
Additions - 890,712
Recognized in profit or loss (loss on financial assets at
FVTPL) (149) -
Recognized in other comprehensive income (unrealized loss
on financial assets at FVTOCI) -
(247,765)
Balance at December 31, 2020 $
-
$ 1,308,319
  • c. Financial risk management

  • 1) The Group’s major financial instruments include equity investments, hybrid investments, trade receivables, trade payables, commercial papers payable, bonds payable, borrowings, lease liabilities, etc., and the Group is exposed to the following risks due to usage of financial instruments:

    • a) Credit risk

    • b) Liquidity risk

    • c) Market risk

  • 64 -

This note presents information concerning the Group’s risk exposure and the Group’s targets, policies and procedures to measure and manage the risks.

  • 2) Risk management framework

  • a) Decision-making mechanism

The Board of Directors is the highest supervisory and decision-making body responsible for assessing material risks, designating actions to control these risks, and keeping track of their execution. In addition, the Operations and Management Committee conducts periodic reviews of each business group’s operating target and performance to meet the Group’s guidance and budget.

  • b) Risk management policies

  • i. Promote a risk-management-based business model.

  • ii. Establish a risk management mechanism that can effectively recognize, evaluate, supervise and control risk.

iii. Create a company-wide risk management structure that can limit risk to an acceptable level.

  • iv. Introduce best risk management practices and continue to seek improvements.

  • c) Monitoring mechanism

The Internal Audit Office assesses the potential risks that the Group may face and uses this information as a reference for determining its annual audit plan. The Internal Audit Office reports the results and findings of performing such procedures, and follows up the discrepancies, if any, for actions.

3) Credit risk

Credit risk refers to the risk that a counterparty would default on its contractual obligations, resulting in a financial loss to the Group. The maximum credit exposure of the aforementioned financial instruments is equal to their carrying amounts recognized in the consolidated balance sheets as of the balance sheet date. The Group has large trade receivables outstanding with its customers. A substantial majority of the Group’s outstanding trade receivables are not covered by collateral or credit insurance. The Group has implemented ongoing measures including enhancing credit assessments and strengthening overall risk management to reduce its credit risk. While the Group has procedures to monitor and limit exposure to credit risk on trade receivables, there can be no assurance such procedures will effectively limit its credit risk and avoid losses. This risk is heightened during periods when economic conditions worsen.

As the Group serves a large number of unrelated consumers, the concentration of credit risk was limited.

4) Liquidity risk

Liquidity risk is the risk that the Group fails to meet the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to manage liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable loss or damage to the Group’s reputation.

  • 65 -

The Group manages and maintains a sufficient level of capital to ensure the requirements of paying estimated operating expenditures, including financial obligations on each contract. The Group also monitors its bank credit facilities to ensure that the Group fully complies with the provisions and financial covenants of loan contracts. As of December 31, 2021 and 2020, the Group had unused bank facilities of $53,231,578 thousand and $65,511,976 thousand, respectively.

The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments, but not including the financial liabilities whose carrying amounts approximate contractual cash flows:

December 31, 2021
Unsecured loans

Secured loans
Commercial papers
payable
Bonds payable
Lease liabilities
Other non-current
liabilities


December 31, 2020
Unsecured loans

Secured loans
Commercial papers
payable
Bonds payable
Lease liabilities
Other non-current
liabilities

Contractual
Cash Flows
Within 1 Year
$ 20,529,214 $ 20,529,214
2,437,877
312,043
11,186,827
4,642,649
38,902,510
288,130
9,209,493
3,601,434

511,875

73,125

$ 82,777,796
$ 29,446,595

$ 11,818,822 $ 11,818,822
2,736,728
347,574
20,831,278
14,242,137
37,221,840
912,080
9,163,237
3,574,784

585,000

73,125

$ 82,356,905
$ 30,968,522
1-5 Years
$ -

2,125,834

6,544,178

20,877,880

5,424,452

292,500

$ 35,264,844

$ -

2,389,154

6,589,141

20,997,760

5,501,261

292,500

$ 35,769,816
5-10 Years
$ -

-

-

17,736,500

183,607

146,250
$ 18,066,357
$ -

-

-

15,312,000

87,192

219,375
$ 15,618,567

5) Market risk

Market risk is the risk that arising from the changes in foreign exchange rates, interest rates, and prices, and will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within an acceptable range and to optimize the return.

The Group carefully evaluates each financial instrument transaction involving any risk such as exchange rate risk, interest rate risk, and market price risk in order to decrease potential influences caused by market uncertainty.

  • 66 -

a) Exchange rate risk

The Group mainly operates in Taiwan, except for international roaming services. Most of the operating revenue and expenses are measured in NTD. A small portion of the expenses is paid in USD, EUR, etc.; thus, the Group purchases currency at the spot rate based on the conservative principle in order to hedge exchange rate risk.

The Group’s foreign currency assets and liabilities exposed to significant exchange rate risk were as follows:

Foreign currency assets
Monetary items
USD

EUR
RMB
Non-monetary items
USD
RMB
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
HKD
JPY
Foreign currency assets
Monetary items
USD

EUR
RMB
Non-monetary items
USD
RMB
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
HKD
JPY
December 31, 2021
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 47,496
27.66
$ 1,313,781
1,273
31.25
39,797
27,887
4.341
121,059
69,035
27.66
1,909,511
131,586
4.341
571,213
4,279
3.547
15,179
144,178
0.835
120,346
15,223
27.66
421,055
48
31.25
1,502
2,917
3.547
10,348
21,014
0.241
5,058
December 31, 2020
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 52,099
28.48
$ 1,483,792
1,021
34.94
35,666
25,768
4.372
112,657
22,843
28.48
650,563
138,695
4.372
606,376
2,323
3.673
8,533
201,029
0.956
192,103
9,931
28.48
282,855
61
34.94
2,142
5,751
3.673
21,122
29,867
0.276
8,234
  • 67 -

Refer to Note 23(a) for the information related to the Group’s realized and unrealized foreign exchange gains (losses) for the years ended December 31, 2021 and 2020. Due to the variety of foreign currency transactions and functional currencies, the Group could not disclose the foreign exchange gains (losses) for each foreign currency with significant influence.

Sensitivity analysis

The Group’s exchange rate risk comes mainly from conversion gains and losses of accounts denominated in monetary items of foreign currencies. If there had been an unfavorable 5% movement in the levels of foreign exchanges against NTD at the end of the reporting period (with other factors remaining constant at the end of the reporting period and with analyses of the two periods on the same basis), profit would have decreased by $51,834 thousand and $65,888 thousand for the years ended December 31, 2021 and 2020, respectively.

b) Interest rate risk

The Group issued unsecured straight corporate bonds and signed facility agreements with financial institutions for locking in medium- and long-term fixed interest rates. In respect of interest payables, the fluctuation of interest rates does not affect the Group significantly.

The carrying amounts of the Group’s financial assets and financial liabilities exposed to interest rate risk were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
**December 31 **
2021
2020
$ 7,104,028 $ 5,218,262
78,889,675
76,502,983
10,034,628
6,486,835
2,332,623
2,586,036

Sensitivity analysis

The following sensitivity analysis is based on the exposure to interest rate risk of derivative and non-derivative instruments at the end of the reporting period. For floating-rate assets and liabilities, the analysis assumes that the balances of outstanding assets and liabilities at the end of the reporting period have been outstanding for the whole period and that the changes in interest rates are reasonable. If the interest rate had decreased by 50 basis points (with other factors remaining constant at the end of the reporting period and with analyses of the two periods on the same basis), profit would have decreased by $38,510 thousand and $19,504 thousand for the years ended December 31, 2021 and 2020, respectively.

c) Other market price risk

The exposure to financial instrument price risk is mainly due to holding of stocks. The Group manages the risk by maintaining portfolios of investments with different risks and by continuously monitoring the future developments and market trends of investment targets.

  • 68 -

Sensitivity analysis

If the prices of financial instruments had decreased by 5% (with other factors remaining constant and with the analyses of the two periods on the same basis), net income would have decreased by $13,688 thousand since the fair value of financial assets at FVTPL decreased for the year ended December 31, 2021. Other comprehensive income would have decreased by $198,551 thousand and $126,760 thousand since the fair value of financial assets at FVTOCI decreased for the years ended December 31, 2021 and 2020, respectively.

29. RELATED-PARTY TRANSACTIONS

  • a. Parent company and ultimate controlling party

TWM is the ultimate controlling party of the Group.

  • b. Related party name and nature of relationship

Related Party Nature of Relationship GHS Associate AppWorks Associate AppWorks Fund III Associate kbro Media Associate M.E. Associate TV Direct Associate TPE Associate (not a related party since the first quarter of 2021) Beijing Global JiuSha Media Technology Co., Ltd. Associate (subsidiary of GHS) GHS Trading Ltd. Associate (subsidiary of GHS) Beijing YueShih JiuSha Media Technology Co., Ltd. Associate (subsidiary of GHS) Citruss Saudi Trading Company LLC Associate (subsidiary of GHS) AppWorks School Co., Ltd. Associate (subsidiary of AppWorks) Good Image Co., Ltd. Associate (subsidiary of kbro Media) TVD Shopping Associate (subsidiary of TV Direct, not a related party since the fourth quarter of 2020) Fubon Life Insurance Co., Ltd. (Fubon Life) Other related party Fubon Insurance Co., Ltd. (Fubon Ins.) Other related party Fubon Securities Investment Trust Co., Ltd. Other related party Fubon Sports & Entertainment Co., Ltd. Other related party Taipei Fubon Commercial Bank Co., Ltd. (TFCB) Other related party Fubon Financial Holding Co., Ltd. Other related party Fubon Life Insurance (HK) Ltd. Other related party Fubon Securities Co., Ltd. Other related party Fubon Futures Co., Ltd. Other related party Fubon Investment Services Co., Ltd. Other related party Fubon Marketing Co., Ltd. Other related party Fu-Sheng Insurance Agency Co., Ltd. Other related party (formerly known as Fu-Sheng Life Insurance Agency Co., Ltd.) Fubon Insurance Agency Co., Ltd. Other related party (formerly known as Fu-Sheng General Insurance Agency Co., Ltd.)

(Continued)

  • 69 -

Related Party

Fubon Financial Venture Capital Co., Ltd. Fubon Gymnasium Co., Ltd. Fubon Asset Management Co., Ltd. One Production Film Co., Ltd. Fubon Bank (China) Co., Ltd. Fubon Land Development Co., Ltd. Fubon Property Management Co., Ltd. Fubon Real Estate Management Co., Ltd. Fubon Hospitality Management Co., Ltd. TFB Capital Co., Ltd. P. League+ Co., Ltd. Jih Sun Financial Holding Co., Ltd. Jih Sun Securities Co., Ltd. Jih Sun International Bank, Ltd. Jih Sun International Property Insurance Agent Co., Ltd. Jih Sun Life Insurance Agent Co., Ltd. Jih Sun Futures Co., Ltd. Jih Sun Securities Investment Consulting Co., Ltd. Chung Hsing Constructions Co., Ltd. Ming Dong Co., Ltd. (Ming Dong) Fu Yi Health Management Co., Ltd. Dao Ying Co., Ltd. Fubon Xinji Investment Co., Ltd. Far Eastern Memorial Hospital

Dai-Ka Ltd. (Dai-Ka) AppWorks Fund II Co., Ltd. AppWorks Ventures II Limited Chen Feng Investment Ltd. Chen Yun Co., Ltd. Xi Guo Co., Ltd. Cho Pharma Inc. Dun Fu Industrial Co., Ltd. kbro Co., Ltd. (kbro) Daanwenshan CATV Co., Ltd. North Taoyuan CATV Co., Ltd. Yangmingshan CATV Co., Ltd. Hsin Taipei CATV Co., Ltd. Chinpingtao CATV Co., Ltd. Hsintangcheng CATV Co., Ltd. Chuanlien CATV Co., Ltd. Chen Tao Cable TV Co., Ltd. Fengmeng Cable TV Co., Ltd. Hsinpingtao CATV Co., Ltd. Kuansheng CATV Co., Ltd. Nantien CATV Co., Ltd. Taiwan Win TV Media Co., Ltd. Taiwan Mobile Foundation (TMF) Taipei New Horizon Foundation (TNHF) Fubon Cultural & Educational Foundation Fubon Charity Foundation Fubon Art Foundation

Nature of Relationship

Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party (not a related party since the third quarter of 2021) Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party

(Continued)

  • 70 -
Related Party
Taipei Fubon Bank Charity Foundation
Taipei New Horizon Management Agency
Key management
Nature of Relationship
Other related party
Other related party
Chairman, director, president, vice
president, etc.
(Concluded)
  • c. Significant transactions with related parties

  • 1) Operating revenue


Associates

Other related parties

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
$ 10,622

1,597,593

$ 1,608,215
2020
$ 47,301

923,626
$ 970,927

The Group renders telecommunications, sales, maintenance, lease services, etc., to the related parties. The transaction terms with related parties were not significantly different from those with third parties.

2) Purchases


Associates

Other related parties

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
$ 129,423

806,803

$ 936,226
2020
$ 813,516

296,263
$ 1,109,779

The entities mentioned above provide logistics, copyright, broadcast, broadband, and other services. The transaction terms with related parties were not significantly different from those with third parties.

  • 3) Receivables due from related parties
Account
Related Party Categories
Notes and accounts
receivable
Associates
Notes and accounts
receivable
Other related parties

Other receivables
Associates

Other receivables
Other related parties

December 31 December 31





2021
$ 714

382,360

$ 383,074

$ -

222,966

$ 222,966
2020
$ 2,266

176,565
$ 178,831
$ 63,244

110,121
$ 173,365
  • 71 -

Receivables from related parties mentioned above were not secured with collateral, and no provisions for impairment loss were accrued.

4) Payables due to related parties

Account
Related Party Categories
Notes and accounts payable Associates

Notes and accounts payable Other related parties


Other payables
Other related parties

5) Prepayments
Other related parties
December 31 December 31





2021
2020
$ 76
$ 99,281
338,484

61,275
$ 338,560
$ 160,556
$ 30,904
$ 16,189
December 31
2021
$ 11,915
2020
$ 10,353

6) Bank deposits, time deposits and other financial assets (including current and non-current portions)

7)
8)
Other related parties
TFCB

Others


Acquisition of investments accounted for using equity method
Related Party Transaction
Transaction
Period
Contributions to AppWorks Fund III’s
capital increase
2021
2020
Contributions to kbro Media’s capital
increase
2020
Acquisition of property, plant and equipment
For the Year Ended December 31, 2021
Other related parties
December 31
2021
2020
$ 2,691,502
$ 1,807,422

10,554

24,798
$ 2,702,056
$ 1,832,220
Shares
(In Thousands) Purchase Price
36,025
$ 364,767
33,000
$ 330,000
4,875
$ 48,750
Purchase Price
$ 17,818
  • 72 -

9) Others

Refundable deposits
Other related parties

Other current liabilities - receipts under custody
Other related parties


Operating expenses
Associates

Other related parties
TMF
TNHF
TFCB
Others


Other income
Associates

Other related parties
TFCB

December 31 December 31
2021
2020
$ 62,324
$ 60,135
$ 159,666
$ 150,528
**For the Year Ended December 31 **





2021
$ 13,760

17,100
5,000
245,523
237,236

$ 518,619

$ 14,785

37,388

$ 52,173
2020
$ 2,242
15,650
5,000
195,966

154,675
$ 373,533
$ 10,643

66,439
$ 77,082
10) Lease arrangements
Acquisition of right-of-use assets

Other related parties

Lease liabilities (including current and non-current portions)
Other related parties
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021
2020
$ 391,338
$ 35,483
**December 31 **
2021
$ 661,441
2020
$ 440,183

The leases are conducted by referring to general market prices, and all the terms and conditions conform to normal business practices.

  • 73 -

  • d. Key management compensation

The amounts of remuneration of directors and key executives were as follows:


Short-term employee benefits

Termination and post-employment benefits

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
$ 359,320

15,328

$ 374,648
2020
$ 313,308

7,757
$ 321,065

30. ASSETS PLEDGED

The assets pledged as collateral for bank loans, purchases, performance bonds and lawsuits were as follows:

Other current financial assets

Service concessions
Other non-current financial assets

December 31 December 31


2021
$ 158,359

6,612,615
358,570

$ 7,129,544
2020
$ 169,230
6,791,334

355,432
$ 7,315,996

31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. Unrecognized commitments
Purchases of property, plant and equipment

Purchases of inventories and sales commitments
December 31 December 31

2021
$ 6,290,114

$ 7,827,270
2020
$ 8,695,105
$ 5,500,331

As of December 31, 2021 and 2020, the amounts of lease commitments commencing after the balance sheet dates were $2,137,020 thousand and $619,099 thousand, respectively.

  • b. As of December 31, 2021 and 2020, the amounts of endorsements and guarantees provided to entities in the Group were $24,750,000 thousand and $21,550,000 thousand, respectively.

  • c. On January 15, 2009, TNH signed the BOT contract with the Department of Cultural Affairs of Taipei City Government. The primary terms of the contract are summarized as follows:

1) Construction and operating period:

The construction and operating period is 50 years from the day following the signing of the contract.

  • 74 -

  • 2) Development concession:

The total initial amount of concession was $1,238,095 thousand (tax excluded). According to the supplemental agreement signed in November 2014, the concession would be paid with additional business tax from the signing date of the supplemental agreement; thus, the concession was increased by $48,750 thousand. The rest of the concession will be paid over 14 years from fiscal year 2015. As of December 31, 2021, $813,719 thousand (tax included) of the concession had been paid.

  • 3) Performance guarantee:

As of December 31, 2021, TNH had provided a $32,500 thousand performance guarantee regarding the BOT contract.

4) Rental of land:

During the construction period, TNH should pay land value tax (1% of the announced land value) and other expenses.

During the operating period, TNH should pay 60% of 5% of the announced land value, that is, 3% of the announced land value. According to the supplemental agreement signed in November 2014, the concession will be paid with additional business tax from the date of agreement signing.

  • d. In August 2015, Far EasTone Telecommunications Co., Ltd. (FET) filed a civil statement of complaint with the Court, in which FET claimed that (i) TWM shall apply for the return the C4 spectrum block (1748.7-1754.9/1843.7-1849.9 MHz) back to the NCC; (ii) TWM shall not use the C4 spectrum block; (iii) TWM shall not use the C1 spectrum block until TWM’s application for the return of the C4 spectrum block is approved by the NCC; and (iv) TWM shall provide $1,005,800 thousand to FET as compensation. In May 2016, the Court decided against TWM regarding claims (i), (ii), and (iii) of the lawsuit; and the Court decided against FET regarding claim (iv) of the lawsuit. FET offered a security deposit of $320,630 thousand for the provisional execution of claims (i) to (iv). TWM offered a counter-security deposit of $961,913 thousand in order to be exempted from the provisional execution of claims (i) to (iv). In addition, TWM offered a counter-security deposit for the exemption from provisional execution of the sentence, and the counter-security deposit was reclaimed in March 2018. TWM and FET appealed the aforementioned sentences respectively. The judgment dismissed by the High Court were as follows: 1. (1) TWM “shall apply for the return of the C4 spectrum block to the NCC immediately”, “shall not use the C4 spectrum block in any way”, and “TWM shall not use the C1 spectrum block before the C4 spectrum block has been returned to and approved by the NCC”, and (2) the claim stated in section 2(2) below, in which the corresponding portion of FET’s claimed provisional execution and litigation expenses were rejected. 2. (1) For the dismissed portion stated in the above section (1), FET’s claim and motion of provisional execution in the first instance were rejected; and (2) for the dismissed portion stated in the above section 1(2), TWM shall pay FET $765,779 thousand, as well as a 5% annual interest payment, for the period starting from September 5, 2015 to the payment date, on $152,584 thousand of the above amount. 3. The rest of FET’s appeals were rejected. 4. TWM shall bear half of the litigation expenses in the first and second instances, and FET shall bear the rest. 5. Regarding the portion of the judgment regarding TWM’s payment, FET may file a provisional execution with a collateral of $255,260 thousand or a negotiable certificate deposit (NCD) issued by Far Eastern International Bank for the equal amount; and TWM may provide a counter-security of $765,779 thousand to be exempted from the above FET provisional execution. 6. The rest of FET’s motions on provisional execution were rejected. TWM and FET appealed the sentence respectively. In May 2019, the judgment dismissed by the Supreme Court was as follows: regarding the portion of the High Court’s original judgment on (1) dismissed FET’s other appeal, (2) ruled the TWM’s payment obligation, and (3) ruled the litigation expenses with respect to above-mentioned two items shall be dismissed, and the Supreme Court remanded the case to the High Court. Under the first retrial of the High Court, TWM filed a counterclaim requesting that FET pay $14,482 thousand, as well as a 5% annual interest payment, for the period starting from the date following the service of the counterclaim until the

  • 75 -

settlement date. In August 2020, the judgment dismissed by the High Court first retrial were as follows: regarding the portion of the High Court’s original judgment on dismissing FET’s claim stated below, in which the corresponding portion of FET’s claimed provisional execution and litigation expenses (except the part of final and binding judgment) were rejected. For the dismissed portion stated in the above, TWM shall pay FET $242,154 thousand as well as, a 5% annual interest payment, for the period starting from September 30, 2016 to the payment date, on $142,685 thousand of the above amount; and a 5% annual interest payment, for the period starting from July 21, 2017 to the payment date, on $99,469 thousand of the above amount. The rest of FET’s appeals were rejected. TWM's counterclaim and the motion of provisional execution were rejected. FET shall bear 75% of the litigation expenses in the first and the second trial (except for the part of the final and binding judgment) as well as the third trial prior to the remand; and TWM shall bear the rest. TWM shall bear the litigation expenses of the counterclaim. Regarding the portion of the judgment regarding TWM's payment, FET may file a provisional execution with a collateral of $80,720 thousand; and TWM may provide a counter-security of $242,154 thousand to be exempted from the above provisional execution. TWM and FET appealed the sentence respectively. The case is now in the process of the Supreme Court.

  • e. On December 30, 2021, TWM’s Board of Directors resolved and signed the merger agreement with Taiwan Star Telecom Corporation Limited (TST), in order to expand the business scale and boost the operating performance and competitiveness. The merger will be done in accordance with the Business Mergers And Acquisitions Act and TWM will be the surviving company. The tentative share exchange ratio is one TST share for 0.04508 TWM shares, with TWM anticipating to issue 282,222 thousand shares to the stockholders of TST. The merger is subject to regulatory approvals or adjustments, if any.

32. SIGNIFICANT EVENTS AFTER REPORTING PERIOD

In January 2022, the Board of Directors resolved that TWM would purchase mobile broadband equipment from Nokia Solutions and Networks Taiwan Co., Ltd. The total amount of the contract would not exceed $4,205,000 thousand.

33. OTHERS

a. Employee benefits, depreciation, and amortization are summarized as follows:

Employee benefits
Salary

Insurance expenses
Pension
Others
Depreciation

Amortization
For the Year Ended December 31 For the Year Ended December 31
2021
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 2,739,967 $ 5,408,749 $ 8,148,716
243,062
482,918
725,980
118,802
232,028
350,830
127,719
277,917
405,636
11,280,990
1,005,619 12,286,609
4,622,068
1,567,679
6,189,747
2020
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 2,486,031 $ 4,979,346 $ 7,465,377

214,260
426,640
640,900

112,624
221,517
334,141

119,928
262,079
382,007
10,091,596
1,014,474 11,106,070

3,832,801
2,052,414
5,885,215

Information of employees’ compensation and remuneration of directors

According to TWM’s Articles, the estimated employees’ compensation and remuneration of directors are set at the rates of 1% to 3% and no higher than 0.3%, respectively, of profit before income tax, employees’ compensation, and remuneration of directors. Estimations for employees’ compensation were calculated by applying the rates to the aforementioned profit before income tax, for the years ended December 31, 2021 and 2020, respectively.

  • 76 -

If there is a change in the approved amounts after the annual consolidated financial statements are authorized for issue, the difference is recorded as a change in accounting estimate in the next year.

The employees’ compensation and remuneration of directors of 2021 and 2020 shown below were approved by the Board of Directors on February 22, 2022 and February 25, 2021, respectively. The differences between the approval amounts and the amounts recognized in the 2020 consolidated financial statements have been adjusted in the next year.

Amounts approved by the
Board of Directors

Amounts recognized in the
consolidated financial
statements
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2021
Employees’
Compensation
Paid in Cash
Remuneration
of Directors
$ 362,061
$ 36,206

$ 362,061
$ 36,206
2020
Employees’
Compensation
Paid in Cash
Remuneration
of Directors
$ 390,869
$ 39,087
$ 351,782
$ 35,178

Information on the employees’ compensation and remuneration of directors approved by the Board of Directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • b. As of the date the consolidated financial statements were authorized for issue, the COVID-19 pandemic did not have a significant impact on the Group’s operating ability, financing situation and assessment of asset impairment, and the Group is continuously monitoring and assessing the situation.

34. ADDITIONAL DISCLOSURES

  • a. Information on significant transactions and b. Information on investees:

  • 1) Financing extended to other parties: Table 1 (attached)

  • 2) Endorsements/guarantees provided to other parties: Table 2 (attached)

  • 3) Marketable securities held (excluding investments in subsidiaries and associates): Table 3 (attached)

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: Table 4 (attached)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: Table 5 (attached)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None

  • 7) Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: Table 6 (attached)

  • 8) Receivables from related parties of at least NT$100 million or 20% of the paid-in capital: Table 7 (attached)

  • 9) Names, locations and related information of investees on which TWM exercised significant influence (excluding information on investments in mainland China): Table 8 (attached)

  • 77 -

  • 10) Trading in derivative instruments: None

  • 11) Business relationships between the parent and the subsidiaries and significant intercompany transactions: Table 9 (attached)

  • c. Information on investments in mainland China:

  • 1) The names of investees in mainland China, the main businesses and products, issued capital, method of investment, information on inflow or outflow of capital, ownership, net income or loss and recognized investment gain or loss, ending balance, amount received as earnings distributions from the investment, and limitation on investment: Table 10 (attached)

  • 2) Significant direct or indirect transactions with the investee companies, the prices and terms of payment, unrealized gain or loss, and other related information, which is helpful to understand the impact of investment in mainland China on financial reports: None

  • d. Information of major stockholders, the name, the number of stocks owned, and percentage of ownership of each stockholder with ownership of 5% or greater: Table 11 (attached)

35. SEGMENT INFORMATION

  • a. Segment revenue and operating results

The Group divides its business into four reportable segments with different market attributes and operation modes. The four segments are described as follows.

Telecommunications: providing mobile communication services, mobile phone sales and fixed-line services.

Retail: providing online shopping, TV shopping and catalog shopping.

Cable television and broadband: providing pay TV and cable broadband services.

Others: business other than telecommunications, retail, and cable television and broadband.

For the Year Cable Adjustments
Ended December 31, Telecommuni- Television and and
2021 cations Retail Broadband Others Eliminations Total
Operating revenue
$ 64,012,244
$ 88,396,696 $
6,236,739 $
536,152 $ (3,072,298 ) $ 156,109,533
Operating costs and
expenses 55,021,754 84,478,186 4,061,207 373,103
(3,193,757 )
140,740,493
Operating income 9,600,165 4,042,072 2,176,421 163,407
70,976
16,053,041
For the Year Cable Adjustments
Ended December 31, Telecommuni- Television and and
2020 cations Retail Broadband Others Eliminations Total
Operating revenue
$ 61,532,926
$ 67,198,104 $
6,192,972 $
554,306 $ (2,617,324 ) $ 132,860,984
Operating costs and
expenses 50,369,598
65,082,725
3,982,001 375,438
(2,672,373 )
117,137,389
Operating income 11,443,009
2,219,090
2,208,273 179,979
5,809

16,056,160
  • 78 -

b. Geographical information

The Group’s revenue is generated mostly from domestic business. Overseas revenue is primarily generated from international calls and data services.

Consolidated geographic information for revenue was as follows:


Taiwan, ROC

Overseas

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 153,777,696

2,331,837

$ 156,109,533
2020
$ 130,486,507
2,374,477
$ 132,860,984
  • c. Information on major customers

The Group does not have revenues from a single customer that exceeds 10% of the consolidated operating revenues.

  • 79 -

TABLE 1

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

FINANCING EXTENDED TO OTHER PARTIES FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

No. Lending Company Borrowing Company Financial
Statement
Account
Related
Parties
Maximum
Balance for the
Period (Note 1)
Ending
Balance
(Note 1)
Drawdown
Amounts
Interest Rate Nature of
Financing
Transaction
Amounts
Reasons for Short-term
Financing
Allowance for
Impairment
Loss
**Collateral ** **Collateral ** Lending Limit
for Each
Borrowing
Company
Lending
Company’s
Lending
Amount Limits
Note
Item Value
1 TCC TWM
TFC
Other receivables
Other receivables
Yes
Yes
$ 400,000
700,000
$ 400,000

700,000
$ 388,000

341,000
0.86856%-0.86900%
1.16867%-1.16878%
Short-term financing
Short-term financing
$ -

-
Operation requirements
Operation requirements
$ -
-
-
-
$ -
-
$ 32,562,744

32,562,744
$ 32,562,744

32,562,744
Note 2
Note 2
2 WMT TWM
TKT
TFNM
WTVB
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
3,800,000
100,000
2,500,000
1,200,000

3,800,000

100,000

2,150,000

1,200,000

3,230,000

-

350,000

760,000
0.86867%-0.87033%
-
0.86856%-0.87178%
0.86856%-0.87033%
Short-term financing
Short-term financing
Short-term financing
Short-term financing

-

-

-

-
Operation requirements
Operation requirements
Operation requirements
Operation requirements
-
-
-
-
-
-
-
-
-
-
-
-

8,906,738

8,906,738

8,906,738

8,906,738

8,906,738

8,906,738

8,906,738

8,906,738
Note 2
Note 2
Note 2
Note 2
3 TVC TWM Other receivables Yes 600,000
-

-
0.86867% Short-term financing
-
Operation requirements - - -
1,094,484

1,094,484
Note 2
4 TFN TWM
TCC
Other receivables
Other receivables
Yes
Yes
11,000,000
700,000

11,000,000

700,000

7,913,000

341,000
0.86856%-0.86900%
0.86867%-0.86878%
Short-term financing
Short-term financing

-

-
Operation requirements
Operation requirements
-
-
-
-
-
-

21,064,158

21,064,158

21,064,158

21,064,158
Note 2
Note 2
5 YJCTV TFNM Other receivables Yes 60,000
30,000

20,000
0.86878%-0.86900% Transactions 419,015 - - - -
419,015

419,015
Notes 3 and 4
6 PCTV TFNM Other receivables Yes 520,000
520,000

520,000
0.86878%-0.86900% Transactions 530,343 - - - -
530,343

530,343
Notes 3 and 4
7 GCTV TFNM Other receivables Yes 250,000
250,000

250,000
0.86878%-0.86900% Short-term financing
-
Repayment of financing
-
- -
286,090

286,090
Note 3

Note 1: The maximum balance for the period and the ending balance represent quotas, not actual drawdown.

Note 2: Where funds are loaned for reasons of business dealings and short-term financing needs, the amount of loaned funds shall be limited to 40% of the lending company’s net worth. For short-term financing needs, the aggregate amount of loaned funds shall not exceed 40% of the lending company’s net worth. The individual loan funds shall be limited to the lowest amount of the following items: 1) 40% of the lending company’s net worth; 2) The amount that the lending company invests in the borrowing entities; or 3) An amount equal to (the share portion of the borrowing entities that the lending company invests in) * (the total loaning amounts of the borrowing company). In the event that a lending company directly and indirectly owns 100% of the borrowing company, or the borrowing company directly and indirectly owns 100% of the lending company, the individual lending amount and the aggregate amount of loaned funds shall not exceed 40% of the lending company’s net worth. Note 3: Where funds are loaned for reasons of business dealings and short-term financing needs, the amount of loaned funds shall be limited to the total amount of business dealings and 40% of the lending company’s net worth. 1) For reasons of business dealings: The individual lending amount and the aggregate amount of loaned funds shall not exceed the amount of business dealings and the total amount of business dealings, respectively. 2) For short-term financing needs: The individual lending amount and the aggregate amount of loaned funds shall not exceed 40% of the lending company’s net worth.

Note 4: Where funds are loaned for reasons of business dealings, the aggregate amount of loans and the maximum amount permitted to a single borrower shall be prescribed within the aggregate amount of business transactions.

  • 80 -

TABLE 2

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

ENDORSEMENT/GUARANTEE PROVIDED TO OTHER PARTIES FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

No. Company
Providing
Endorsements/
Guarantees
Receiving Party Receiving Party Limits on
Endorsements/
Guarantees
Amount
Provided to
Each Entity
Maximum
Balance for the
Period (Note 1)
Ending Balance
(Note 1)
Drawdown
Amounts
(Note 1)
Amount of
Endorsements/
Guarantees
Collateralized
by Property
Ratio of
Accumulated
Endorsements/
Guarantees to
Net Worth of
the Guarantor
(Note 1)
Maximum
Endorsements/
Guarantees
Amount
Allowable
Guarantee
Provided by
Parent
Company
Guarantee
Provided by a
Subsidiary
Guarantee
Provided to
Subsidiaries in
Mainland
China
Note
Name Nature of
Relationship
0 TWM TFN
TKT
TVC
Note 2
Note 2
Note 2
$ 42,000,000
313,800
4,350,000
$ 21,500,000
50,000
3,200,000
$ 21,500,000
50,000
3,200,000
$ 6,500,000
50,000
1,830,400
$ -
-
-
32.81
0.08
4.88
$ 65,533,753
65,533,753
65,533,753
Y
Y
Y
N
N
N
N
N
N
Note 3
Note 3
Note 3

Note 1: The maximum endorsement/guarantee balance for the period, the ending balance, and the drawdown amounts represent quotas, not actual drawdown.

Note 2: Direct/indirect subsidiary.

Note 3: For 100% directly/indirectly owned subsidiaries, the aggregate endorsement/guarantee amount provided shall not exceed the net worth of TWM, and the upper limit for each subsidiary shall be double the investment amount.

  • 81 -

TABLE 3

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES) DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account At the End of the Period At the End of the Period Note
Units/Shares
(In Thousands)
Carrying
Amount
Percentage of
Ownership
(%)
Fair Value
TWM
TCC
WMT
TVC
Listed Stocks
Chunghwa Telecom Co., Ltd.
Asia Pacific Telecom Co., Ltd.
Unlisted Stocks
LINE Bank Taiwan Limited
Bridge Mobile Pte. Ltd.
Limited Partnerships
Grand Academy Investment, L.P.
Starview Heights Investment, L.P.
Unlisted Stocks
Arcoa Communication Co., Ltd.
Limited Partnerships
The Last Thieves, L.P.
Listed Stocks
91APP, Inc.
Unlisted Stocks
Stampede Entertainment, Inc.
TIKI GLOBAL PTE. LTD.
FIGMENT INC.
17LIVE INC.
Limited Partnerships
AUM CREATIVE FUND II
Linse Capital Fund I, L.P.
Pantera Blockchain Offshore Fund L.P.
Pioneer Fund II L.P.
Soma Capital Fund III, L.P.
Convertible Notes
Carsome Group Pte Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Current financial assets at FVTPL
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTPL
Non-current financial assets at FVTPL
Non-current financial assets at FVTPL
Non-current financial assets at FVTPL
Non-current financial assets at FVTPL
Non-current financial assets at FVTPL
Non-current financial assets at FVTPL
2,174
97,171
50,000
800
-
-
6,998
-
2,500
1,333
760
-
38
-
-
-
-
-
-
$ 253,214
798,745
408,139
27,672
644,893
44,754
100,563
-
660,000
336,982
553,784
27,659
1,502
2,939
19,329
44,256
30,383
37,058
138,300
0.028
2.25
5
10
21.67
21.67
5.21
7.14
2.07
8.24
2.51
0.11
0.015
16.21
0.95
0.65
20.19
1.23
-
$ 253,214
798,745
408,139
27,672
644,893
44,754
100,563
-
660,000
336,982
553,784
27,659
1,502
2,939
19,329
44,256
30,383
37,058
138,300
Note 1
Note 1
Note 1
Note 2
Note 1
Note 1
Note 1
Note 1
Note 1

(Continued)

  • 82 -
Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account At the End of the Period At the End of the Period Note
Units/Shares
(In Thousands)
Carrying
Amount
Percentage of
Ownership
(%)
Fair Value
TCCI
TUI
TID
momo
Listed Stocks
TWM
Unlisted Stocks
Great Taipei Broadband Co., Ltd.
Listed Stocks
TWM
Listed Stocks
TWM
Unlisted Stocks
Media Asia Group Holdings Limited
We Can Medicines Co., Ltd.
TWM
-
TWM
TWM
-
-
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Current financial assets at FVTOCI
Non-current financial assets at FVTOCI
200,497
10,000
410,665
87,590
4,367
3,140
$ 20,049,676
38,267
41,066,528
8,758,956
15,179
61,177
5.7
6.67
11.67
2.49
0.15
7.85
$ 20,049,676
38,267
41,066,528
8,758,956
15,179
61,177

Note 1: Percentage of ownership is the percentage of capital contribution.

Note 2: The shares held as of the period ended were fewer than 1,000 shares.

Note 3: For the information on investments in subsidiaries and associates, see Table 8 and Table 10 for details.

(Concluded)

  • 83 -

TABLE 4

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Company Name Type and Name of
Marketable
Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Ending Balance
Units/Shares
(In Thousands)
Amount Units/Shares
(In Thousands)
Amount Units/Shares
(In Thousands)
Amount Carrying
Amount
Gain (Loss) on
Disposal
(Note 1)
Units/Shares
(In Thousands)
Amount
(Note 2)
TWM
TVC
momo
TVC
AppWorks Fund III
TIKI GLOBAL PTE.
LTD.
TPE
Investments accounted
for using equity
method
Investments accounted
for using equity
method
Non-current financial
assets at FVTOCI
Investments accounted
for using equity
method

-

-
-

Note 3
Subsidiary
Associate
-
Note 3
160,500
33,000
-
14,793
$ 1,587,474
315,027
-
386,414
57,000
36,025
760
-
$ 570,000
364,767
560,678
-
-
-
-
14,793
$ -
-
-
466,547
$ -

-

-

410,229
$ -

-

-

99,052
217,500
69,025
760
-
$ 2,736,210
689,849
553,784
-

Note 1: The amounts included capital surplus derecognized and other comprehensive income transferred in.

Note 2: The ending balance included the relevant adjustments to investments accounted for using equity method and financial assets.

Note 3: Sold on the open market.

  • 84 -

T TABLE 5

(In Thousands of New Taiwan Dollars)

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2021

Buyer Property Event Date Transaction
Amount
Payment Status Counterparty Relationship Information on Previous Title Transfer If Counterparty Information on Previous Title Transfer If Counterparty Information on Previous Title Transfer If Counterparty Is A Related Party Pricing Reference Purpose of
Acquisition
Other Terms
**Property Owner ** Relationship Transaction Date Amount
momo Warehousing logistics
construction
Land
May 5, 2021
September 3, 2021
$ 2,276,190

1,321,137
momo has paid $115,129
thousand. The
remaining amount will
be settled in monthly
instalments after the
acceptance.
momo has paid $264,227
thousand. The
remaining amounts will
be settled in accordance
with the contract.
Li Jin Engineering
Co., Ltd.
Tung Chin Textile
Co., Ltd.
-
-
-
-
-
-
-
-
$ -
-
Budget commitments had
been approved by the
Board of Directors, and
determined by price
comparison and price
negotiation
Determined by the
professional appraisal
report and market
conditions
Business
development
needs
Set up a central
logistics center
for operational
needs
None
None
  • 85 -

TABLE 6

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Nature of Relationship Transaction Details Transaction Details Transactions with Terms Different
from Others
Transactions with Terms Different
from Others
Notes/Accounts
Payable or Receivable
Notes/Accounts
Payable or Receivable
Note
Purchase/Sale Amount % to Total Payment Terms Unit Price Payment Terms Ending Balance % to Total
TWM
TWM&TDS
TNH
TFN
TT&T
TPIA
TFNM
MCTV
WTVB
momo
TFN
TPIA
TFNM
TKT
momo
Fubon Ins.
TWM
TFNM
TFC
Fubon Life
kbro
TWM
TFN
Fubon Ins.
YJCTV
PCTV
UCTV
GCTV
Dai-Ka
kbro
FSL
MFS
kbro
TPE
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Other related party
Parent
Fellow subsidiary
Fellow subsidiary
Other related party
Other related party
Ultimate parent
Fellow subsidiary
Other related party
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Other related party
Other related party
Subsidiary
Subsidiary
Other related party
Associate
Sale
Purchase
Sale
Purchase
Purchase
Sale
Purchase
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Channel leasing fee
Channel leasing fee
Channel leasing fee
Channel leasing fee
Royalty for copyright
Sale
Purchase
Purchase
Purchase
Purchase
$ 178,998
4,231,243
193,005
127,859
369,080
2,544,460
224,268
249,252
124,156
183,501
106,326
133,263
355,501
999,906
106,856
311,876
385,106
490,628
216,618
176,578
154,723
227,013
438,968
171,392
136,736
127,694
-
9
-
-
1
4
1
-
23
2
1
2
4
90
10
92
11
14
6
5
51
22
1
-
-
-
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1
Note 1
Note 1
Note 1
Note 1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1
Note 1
Note 1
Note 1
Note 1
-
-
-
-
-
$ 30,565
(439,969 )
78,994
(31,842 )
(81,033 )
302,119
(16,590 )
48,980
6,353
30,032
19,158
11,603
61,254
81,321
8,436
94,845
-
-
-
-
(154,723 )
79,454
(142,499 )
(21,950 )
(112,054 )
-
1
Note 2
1
1
4
5
1
1
53
3
2
1
6
91
9
94
-
-
-
-
93
7
2
-
1
-
Note 3
Note 3
Note 3
Note 4

Note 1: The companies authorized a related party to deal with the copyright fees for cable television. As the said account item is the only one, there is no comparable transaction.

Note 2: Including accounts payable and other payables.

Note 3: Accounts receivable (payable) was the net amount after being offset.

Note 4: TPE has not been a related party since the first quarter of 2021.

  • 86 -

TABLE 7

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Company Name Related Party Nature of Relationship Ending Balance Ending Balance Turnover Rate Overdue Overdue Amount
Received in
Subsequent
Period
Allowance for
Impairment Loss
Amount Action Taken
TWM
TCC
WMT
TFN
PCTV
GCTV
momo
FSL
momo
TWM
TFC
TWM
TFNM
WTVB
TWM
TCC
TFNM
TFNM
TWM
TFCB
momo
Subsidiary
Parent
Subsidiary
Parent
Subsidiary
Subsidiary
Ultimate parent
Parent
Parent
Parent
Ultimate Parent
Other related party
Parent
Accounts receivable
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Accounts receivable
Other receivables
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
Accounts receivable
$ 302,119
34,552
388,657
341,622
3,238,984
351,291
761,175
446,218
7,986,799
341,463
5,814
520,036
2,442
250,002
58,675
45,248
43,255
199,813
142,499
7.86
9.11
7.57
7.55
5.8
Note
4.79
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 296,046
3,834
155
-
3,238,984
1,291
74
394,733
23,699
-
3,735
35
1,528
1
57,895
30,163
28,620
199,813
139,068
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note: Not applicable due to the transaction partners and the nature of transactions.

  • 87 -

TABLE 8

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

NAMES, LOCATIONS AND RELATED INFORMATION OF INVESTEES ON WHICH TWM EXERCISED SIGNIFICANT INFLUENCE (EXCLUDING INFORMATION ON INVESTMENT IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance at the End of the Period Balance at the End of the Period Balance at the End of the Period Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
December 31,
2021
December 31,
2020
Shares (In
Thousands)
Percentage of
Ownership
(%)
Carrying
Amount
TWM
TCC
WMT
TVC
TFN
TCCI
TFNM
TKT
TCC
WMT
TVC
TNH
AppWorks
ADT
TFN
TT&T
TWM Holding
TCCI
TDS
TPIA
TFC
TFNM
GFMT
GWMT
WTVB
momo
TWMFM
AppWorks Fund III
NADA
TUI
TID
TKT
YJCTV
MCTV
PCTV
UCTV
GCTV
kbro Media
M.E.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Investment
Investment
Investment
Building and operating Songshan Cultural and
Creative Park BOT project
Venture capital, investment consulting, and
management consulting
Technology development of mobile payment and
information processing services
Fixed line service provider
Call center service and telephone marketing
Investment
Investment
Commissioned maintenance services
Property insurance agent
Cloud and information services
Type II telecommunications business
Investment
Investment
TV program provider
Wholesale and retail sales
Film production
Venture capital
Animation production
Investment
Investment
Digital music services
Cable TV service provider
Cable TV service provider
Cable TV service provider
Cable TV service provider
Cable TV service provider
Film distribution, arts and literature services, and
entertainment
Livestreaming artists management services and
digital media production
$ 40,397,288
16,871,894
2,175,000
1,918,655
235,000
Note 2
21,000,000
56,210
347,951
17,285,441
25,000
5,000
200,000
5,210,443
16,984
92,189
222,417
8,129,394
300
694,767
60,000
22,314,609
3,603,149
156,900
2,061,522
510,724
3,261,073
1,986,250
1,221,002
341,250
27,000
$ 40,397,288
16,871,894

1,605,000

1,918,655

235,000
60,000
21,000,000

56,210

347,951
17,285,441

25,000

5,000

200,000

5,210,443

16,984

92,189

222,417

8,129,394

-

330,000

-
22,314,609

3,603,149

156,900

2,061,522

510,724

3,261,073

1,986,250

1,221,002

341,250

27,000

502,970

42,065

217,500

191,866

1,275
Note 2

2,100,000

2,484

-

154,721

2,500

500

20,000

230,921

1,500

8,945

18,177

81,961

30

69,025

4,286

400

104,712

14,700

33,940

6,248

68,090

169,141

51,733

21,994

460
100
100
100
49.9
51
Note 2
100
100
100
100
100
100
100
100
100
100
100
45.01
100
20.14
37.93
100
100
100
100
29.53
100
99.22
92.38
33.58
15
$ 18,772,200
22,266,600
2,736,210
1,904,402
270,997
Note 2
52,661,358
119,421
221,388
27,423,600
102,554
106,830
179,592
6,985,495
17,243
98,318
296,481
10,493,176
239
689,849
59,705
35,789,275
7,638,525
398,793
1,507,665
630,572
3,461,202
2,047,699
1,283,251
141,885
26,494
$ 3,170,178

3,203,688

74,591

81,087

8,463
Note 2

2,919,340

51,082

(2,279)

2,518

8,162

96,830

(6,078)

1,692,548

120

3,025

30,242

3,280,300

(61)

370,900

(9,631)

(74)

(142)

120,179

(62,287)

33,287

140,418

34,638

46,581

(76,551)

5,316
$ 3,171,375

3,203,374

74,591

40,422

3,455
(118)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
Note 1
Note 1
Note 1
Note 1
Note 2
Note 3
Note 3
Notes 3 and 4
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Notes 3 and 5
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Notes 3 and 6
Note 3
Note 3
Note 3
Note 3
Note 3

(Continued)

  • 88 -
Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance at the End of the Period Balance at the End of the Period Balance at the End of the Period Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
December 31,
2021
December 31,
2020
Shares (In
Thousands)
Percentage of
Ownership
(%)
Carrying
Amount
GFMT
GWMT
momo
Asian Crown (BVI)
Fortune Kingdom
Honest Development
UCTV
GCTV
Asian Crown (BVI)
Honest Development
FLI
FPI
FST
Bebe Poshe
FSL
MFS
Prosperous Living
TV Direct
TPE
Fortune Kingdom
HK Fubon Multimedia
HK Yue Numerous
Taiwan
Taiwan
British Virgin Islands
Samoa
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Thailand
Taiwan
Samoa
Hong Kong
Hong Kong
Cable TV service provider
Cable TV service provider
Investment
Investment
Life insurance agent
Property insurance agent
Travel agent
Wholesale of cosmetics
Logistics and transport
Wholesaling
Wholesale and retail sales
Wholesale and retail sales
Logistics industry
Investment
Investment
Investment
$ 16,218
91,910
885,285
670,448
3,000
3,000
6,000
85,000
250,000
100,000
220,850
175,413
Note 7
1,132,789
1,132,789
670,448
$ 16,218

91,910

885,285

670,448

3,000

3,000

6,000

85,000

250,000

100,000

-

175,413
295,860

1,132,789

1,132,789

670,448

1,300

3,825

9,735

21,778

500

500

3,000

8,500

25,000

10,000

22,085

191,213
Note 7

11,594

11,594

16,600
0.76
6.83
81.99
100
100
100
100
85
100
100
73.62
21.35
Note 7
100
100
100
$ 15,742
96,865
20,170
643,897
5,202
11,386
43,830
31,716
309,059
106,154
220,718
120,346
Note 7
20,548
20,548
643,897
$ 34,638

46,581

(13,303)

(27,501)

(1,917)

3,657

3,105

(11,389)

62,486

5,972

(180)

(210,911)
Note 7

(13,116)

(13,116)

(27,501)
$ -

-

-

-

-

-

-

-

-

-

-

-
-

-

-

-
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Notes 3 and 7
Note 3
Note 3
Note 3

Note 1: Downstream transactions, upstream transactions, and consolidated unrealized gain or loss are included.

Note 2: Had completed liquidation in August 2021.

Note 3: The income/loss of the investee was already included in the income/loss of the investor, and is not presented in this table.

Note 4: Held 1 share as of period end.

Note 5: Non-controlling interests.

Note 6: 70.47% of stocks are held under trustee accounts.

Note 7: momo sold all of its equity interest of TPE in March 2021.

Note 8: For information on investments in mainland China, see Table 10 for the details.

(Concluded)

  • 89 -

TABLE 9

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Number Company Name Counterparty Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenue or
Total Assets
Account Amount Transaction Terms
(Note 2)
0 TWM TFN
TPIA
momo
TFN
momo
TFNM
TNH
TFN
WMT
TCC
TFN
TKT
momo
TFNM
TFN
momo
TT&T
TDS
TFN
TNH
TFN
momo
TFN
TNH
YJCTV
GCTV
TFN
TPIA
TFNM
momo
TFN
TKT
TDS
momo
TFNM
YJCTV
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Notes and accounts receivable, net
Notes and accounts receivable, net
Notes and accounts receivable, net
Other receivables
Other receivables
Other non-current assets
Other non-current assets
Short-term borrowings
Short-term borrowings
Short-term borrowings
Notes and accounts payable
Notes and accounts payable
Notes and accounts payable
Notes and accounts payable
Other payables
Other payables
Other payables
Other payables
Lease liabilities - current
Lease liabilities - current
Other current liabilities
Other current liabilities
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
$ 31,112
78,994
302,119
38,123
34,552
16,463
18,447
7,913,000
3,230,000
388,000
75,142
81,033
16,590
31,675
411,905
43,250
81,321
15,613
39,596
116,239
32,411
45,280
105,568
136,709
19,938
11,036
178,998
193,005
28,537
2,544,460
4,231,243
369,080
61,303
224,268
127,859
10,320
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4%
2%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2%
3%
-
-
-
-
-
(Continued)
  • 90 -
Number Company Name Counterparty Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenue or
Total Assets
Account Amount Transaction Terms
(Note 2)
0 TWM TFN
TNH
TT&T
TFN
WMT
TFN
1
1
1
1
1
1
Operating expenses
Operating expenses
Operating expenses
Other income and expenses, net
Finance costs
Finance costs
$ 34,374
10,203
999,906
43,323
27,546
75,564
-
-
-
-
-
-
-
-
1%
-
-
-
1 TCC TFC
TFN
1
1
Other receivables
Short-term borrowings
341,622
341,000
-
-
-
-
2 WMT TFNM
WTVB
1
1
Other receivables
Other receivables
351,291
761,175
-
-
-
-
3 TNH TWM 2 Operating revenue 124,156 - -
4 TFN UCTV
TFC
TFNM
TWM
TWM
TWM
TFC
momo
TFNM
TT&T
3
3
3
2
2
2
3
3
3
3
Acquisition of property, plant and equipment
Notes and accounts receivable, net
Notes and accounts receivable, net
Lease liabilities - current
Lease liabilities - non-current
Lease revenue
Operating revenue
Operating revenue
Operating revenue
Operating expenses
11,322
19,457
30,032
14,797
36,942
38,399
106,326
48,371
183,501
106,856
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5 momo MFS
FSL
TFNM
MFS
FSL
Bebe Poshe
TFNM
1
1
3
1
1
1
3
Notes and accounts payable
Notes and accounts payable
Notes and accounts payable
Operating costs
Operating costs
Operating costs
Operating costs
21,950
142,499
45,251
171,392
438,968
42,182
45,248
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6 TFNM PCTV
YJCTV
UCTV
GCTV
MCTV
PCTV
YJCTV
GCTV
WTVB
TFN
TFN
PCTV
YJCTV
1
1
1
1
1
1
1
1
3
3
3
1
1
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Short-term borrowings
Short-term borrowings
Short-term borrowings
Notes and accounts payable
Lease liabilities - current
Lease liabilities - non-current
Operating revenue
Operating revenue
57,055
41,020
30,120
23,130
17,924
520,000
20,000
250,000
90,124
11,570
37,012
530,343
419,015
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 91 -
Number Company Name Counterparty Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenue or
Total Assets
Account Amount Transaction Terms
(Note 2)
6 TFNM UCTV
GCTV
PCTV
YJCTV
UCTV
GCTV
WTVB
1
1
1
1
1
1
3
Operating revenue
Operating revenue
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
$ 216,618
191,687
38,193
34,141
23,016
15,865
85,833
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: 1. Parent to subsidiary.

  1. Subsidiary to parent.

  2. Between subsidiaries.

Note 2: The terms of transaction are determined in accordance with mutual agreements or general business practices.

Note 3: All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

(Concluded)

  • 92 -

TABLE 10

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars and Foreign Currencies)

Investee Company Name Main Businesses and
Products
Main Businesses and
Products
Total Amount
of Paid-in
Capital
Total Amount
of Paid-in
Capital
Investment
Type
(Note 1)
Accumulated
Outflow of
Investment
from Taiwan at
the Beginning of
the Period
Accumulated
Outflow of
Investment
from Taiwan at
the Beginning of
the Period
Investment Flows Investment Flows Accumulated
Outflow of
Investment
from
Taiwan at the
End of the
Period
Net Income
(Loss) of
Investee
%
Ownership
through Direct
or Indirect
Investment
Investment
Income (Loss)
Carrying
Value at the
End of the
Period
Accumulated
Inward
Remittance of
Earnings at the
End of the
Period
Note

Outflow
Inflow
TWMC
FGE
Haobo
GHS
Data communication
application development
Wholesaling
Investment
Wholesaling
$ 82,980
(USD
3,000)
336,428
(RMB 77,500)
47,751
(RMB 11,000)
217,050
(RMB 50,000)
b
b
b
b
$ 134,757
(USD
4,872)
774,748
(USD 14,000)
(RMB 89,267)
-
-
$ -
-

-

-
$ -

-

-

-
$ 134,757
(USD
4,872)

774,748
(USD 14,000)
(RMB 89,267)

-

-
$ 1,438
(13,669)

(27,559)

154,537
100
76.7
100
20
$ 1,438
(10,484)
(27,559)
(27,863)
$ 80,909

10,604

615,915

571,213
$ -

-

-

-
Company Accumulated Investment in
Mainland China at the End of
the Period
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
Authorized by Investment
Commission, MOEA
(Note 2)
TWM and subsidiaries $1,507,313
(US$18,872, RMB89,267 and
HK$168,539)
$1,507,313
(US$18,872, RMB89,267 and
HK$168,539)
$43,966,199

Note 1: The investment types are as follows:

a. Direct investment in mainland China.

b. Indirect investments in mainland China through subsidiaries, invested by TCC and momo, in third regions.

c. Others.

Note 2: The upper limit on investment in mainland China is calculated by 60% of the consolidated net worth.

  • 93 -

TABLE 11

TAIWAN MOBILE CO., LTD

INFORMATION OF MAJOR STOCKHOLDERS DECEMBER 31, 2021

Name of Major Stockholder Shares Shares
Number of Shares Percentage of Ownership (%)
TUI
Shin Kong Life Insurance Co., Ltd.
Cathay Life Insurance Co., Ltd.
TCCI
Ming Dong
410,665,284
254,728,000
211,608,900
200,496,761
184,736,452
11.67
7.24
6.01
5.70
5.25

Note: The table discloses the information of major stockholders whose stockholding percentages are more than 5%. The Taiwan Depository & Clearing Corporation calculates the total number of common stocks and special stocks (including treasury stocks) that have completed the dematerialized registration and delivery on the last business day of the quarter. The number of stocks reported in the TWM’s consolidated financial statements and the actual number of stocks that have completed the dematerialized registration and delivery may be different due to the basis of calculation.

  • 94 -