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TWM Interim / Quarterly Report 2019

Nov 8, 2019

52277_rns_2019-11-08_67c2765c-1699-4679-a2cd-48b6c6e26364.pdf

Interim / Quarterly Report

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Taiwan Mobile Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Three Months Ended March 31, 2019 and 2018 and Independent Auditors’ Review Report

INDEPENDENT AUDITORS’ REVIEW REPORT

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

Introduction

We have reviewed the accompanying consolidated financial statements of Taiwan Mobile Co., Ltd. and its subsidiaries (the “Group”) as of March 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended March 31, 2019 and 2018, and the notes to the consolidated financial statements, including a summary of significant accounting policies. 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 International Accounting Standard 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.

Scope of Review

We conducted our reviews in accordance with the Statement of Auditing Standards No. 65 “Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our reviews, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the financial position of the Group as at March 31, 2019 and 2018, and of its consolidated financial performance and its consolidated cash flows for the three months ended March 31, 2019 and 2018 in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Accounting Standard 34 “Interim Financial Reporting”.

  • 1 -

The engagement partners on the reviews resulting in this independent auditors’ review report are Li-Wen Kuo and Kwan-Chung Lai.

Deloitte & Touche Taipei, Taiwan Republic of China April 30, 2019

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, consolidated results of operations, and consolidated 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 review such financial statements are those generally accepted and applied in Taiwan, the ROC.

For the convenience of readers, the auditors’ review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in Taiwan, 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’ review report and consolidated financial statements shall prevail.

  • 2 -

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 28)

Financial assets at fair value through profit or loss
(Note 28)
Financial assets at fair value through other
comprehensive income (Note 7)
Contract assets (Note 22)
Accounts and notes receivable, net (Note 8)
Accounts receivable due from related parties
(Note 28)
Other receivables (Note 28)
Inventories (Note 9)
Prepayments (Note 28)
Assets held for sale
Other financial assets (Notes 28 and 29)
Other current assets (Note 30)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other
comprehensive income (Note 7)
Contract assets (Note 22)
Investments accounted for using equity method
(Note 10)
Property, plant and equipment (Note 12)
Right-of-use assets (Notes 13 and 28)
Investment properties (Note 14)
Concessions (Notes 15 and 29)
Goodwill (Note 15)
Other intangible assets (Note 15)
Deferred tax assets
Incremental costs of obtaining a contract (Note 22)
Other financial assets (Notes 28, 29 and 30)
Other non-current assets (Notes 16 and 28)

Total non-current assets
March 31, 2019
(Reviewed)
December 31, 2018
(Audited)
March 31, 2018
(Reviewed)






Amount
%
$ 7,838,557
5

85,341
-
252,240
-
5,227,317
3
7,169,624
5
150,200
-
1,881,818
1
3,960,296
3
540,997
-
31,005
-
574,801
-

892,167

1


28,604,363

18

5,036,857
3
3,259,119
2
1,396,519
1
37,669,597
24
9,868,251
6
2,988,234
2
39,824,031
26
15,872,595
10
5,654,598
4
798,579
1

2,660,094
2
147,084
-

1,426,338

1

126,601,896

82


























Amount
%
$ 7,498,710
5

81,474
-

255,732
-

5,472,357
4

7,531,858
5

137,958
-

2,066,105
1

3,945,663
3

584,799
1

-
-

576,542
-

917,689

1


29,068,887

20


4,763,899
3

3,208,519
2

1,435,607
1

38,855,960
26

-
-

2,999,403
2

40,528,874
27

15,872,595
11

5,774,176
4

806,521
1

2,946,282
2

131,110
-

1,275,195

1

118,598,141

80


























Amount
%
$ 7,663,871
5

698,807
-

269,895
-

6,431,049
4

7,680,021
5

131,138
-

1,264,735
1

3,983,505
3

715,330
1

-
-

2,247,950
1

129,385

-

31,215,686

20

4,421,430
3

3,890,682
2

1,462,511
1

40,465,255
26

-
-

2,959,073
2

42,919,830
28

15,845,930
10

5,830,518
4

919,631
-

3,920,540
3

113,676
-

1,300,849

1
124,049,925

80

TOTAL $ 155,206,259 100 $ 147,667,028 100 $ 155,265,611 100

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

Short-term notes and bills payable (Note 17)
Contract liabilities (Note 22)
Accounts and notes payable
Accounts payable due to related parties (Note 28)
Other payables (Note 28)
Current tax liabilities
Provisions (Note 19)
Lease liabilities (Notes 13 and 28)
Advance receipts
Long-term liabilities, current portion (Notes 17
and 18)
Other current liabilities (Note 28)

Total current liabilities

NON-CURRENT LIABILITIES
Financial liabilities at fair value through
profit or loss
Contract liabilities (Note 22)
Bonds payable (Note 18)
Long-term borrowings (Note 17)
Provisions (Note 19)
Deferred tax liabilities
Lease liabilities (Notes 13 and 28)
Net defined benefit liabilities
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
March 31, 2019
(Reviewed)
December 31, 2018
(Audited)
March 31, 2018
(Reviewed)










Amount
%
$ 4,800,000
3
3,997,896
3
2,021,941
1
6,892,836
4
141,453
-
7,692,298
5
3,111,989
2
113,491
-
3,407,191
2
110,738
-
4,803,012
3

2,316,277

2


39,409,122

25

-
-
52,717
-
23,450,744
15
8,838,598
6
1,420,701
1
932,667
1
6,368,976
4
483,230
-
1,046,326
1

522,195

-


43,116,154

28


82,525,276

53


34,238,338
22
96,905
-
13,473,333
9
27,558,064
18
362,703
-
20,058,026
13
237,884
-

(29,717,344)
(19)

66,307,909
43

6,373,074

4


72,680,983

47

$ 155,206,259
100




































Amount
%
$ 10,270,000
7

1,498,992
1

2,030,793
1

6,756,980
5

179,588
-

9,581,496
6

2,377,000
2

120,334
-

-
-

111,250
-

6,802,916
5

2,154,154

1


41,883,503

28


1,861
-

56,144
-

24,419,137
17

8,889,438
6

1,400,954
1

917,261
1

-
-

510,880
-

1,013,905
1

580,249

-


37,789,829

26


79,673,332

54


34,208,519
23

29,819
-

12,580,692
9

27,558,064
19

362,703
-

16,954,448
11

(95,381)
-

(29,717,344)
(20)


61,881,520
42

6,112,176

4


67,993,696

46

$ 147,667,028
100




































Amount
%
$ 10,563,466
7

3,098,913
2

2,474,721
2

7,329,480
5

211,551
-

8,509,894
5

2,828,975
2

167,564
-

-
-

97,990
-

14,603,028
9

2,255,742

1

52,141,324

33

6,961
-

68,423
-

14,171,289
9

12,141,842
8

1,375,808
1

871,504
1

-
-

407,569
-

977,243
1

594,949

-

30,615,588

20

82,756,912

53

34,208,328
22

-
-

13,939,278
9

26,138,846
17

690,034
-

21,591,123
14

(410,094)
-

(29,717,344)
(19)

66,440,171
43

6,068,528

4

72,508,699

47
$ 155,265,611
100

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

  • 3 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)

OPERATING REVENUES (Notes 22, 28 and 34)

OPERATING COSTS (Notes 9, 28, 32 and 34)

GROSS PROFIT FROM OPERATIONS

OPERATING EXPENSES (Notes 28, 32 and 34)
Marketing
Administrative
Expected credit loss

Total operating expenses

NET OTHER INCOME AND EXPENSES (Note 34)

OPERATING INCOME (Note 34)

NON-OPERATING INCOME AND EXPENSES
Other income (Notes 23 and 28)
Other gains and losses, net (Notes 23 and 28)
Finance costs (Notes 23 and 28)
Share of profit (loss) of associates accounted for using equity method

Total non-operating income and expenses

PROFIT BEFORE TAX
INCOME TAX EXPENSE (Note 24)

PROFIT

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 21 and 24)
Items that will not be reclassified subsequently to profit or loss
Remeasurements from 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 income (loss) of associates accounted for using equity method
Other comprehensive income (loss) (after tax)

COMPREHENSIVE INCOME

PROFIT ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


EARNINGS PER SHARE (Note 25)
Basic earnings per share
Diluted earnings per share
**For the Three Months Ended March 31 ** **For the Three Months Ended March 31 ** **For the Three Months Ended March 31 **
2019
Amount
%
$ 29,872,673 100

21,681,212
73


8,191,461
27

2,689,209
9
1,334,972
4

51,658

-


4,075,839
13


112,472

-


4,228,094
14

32,336
-
(9,406)
-
(153,087)
-

(6,986)

-


(137,143)

-

4,090,951 14

791,977

3


3,298,974
11

-
-
324,207
1

5,494
-
24,154
-

(3,968)

-


349,887

1

$ 3,648,861
12

$ 3,070,973 10

228,001

1

$ 3,298,974
11

$ 3,404,238 11

244,623

1

$ 3,648,861
12

$ 1.13
$ 1.10
2018

















































Amount
%
$ 30,306,319 100

21,381,896
71

8,924,423
29

2,932,363 10

1,299,120
4

101,115

-

4,332,598
14

146,877

1

4,738,702
16

36,010
-

(50,234)
-

(155,754) (1)

(4,892)

-

(174,870)
(1)

4,563,832 15

900,501

3

3,663,331
12

18,302
-

(123,199)
-

(331)
-

16,375
-

(321)

-

(89,174)

-
$ 3,574,157
12
$ 3,481,360 11

181,971

1
$ 3,663,331
12
$ 3,387,736 11

186,421

1
$ 3,574,157
12
$ 1.28
$ 1.24




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

  • 4 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)


BALANCE, JANUARY 1, 2018

Effect of retrospective application

ADJUSTED BALANCE, JANUARY 1, 2018
Profit for the three months ended March 31, 2018
Other comprehensive income (loss) for the three months
ended March 31, 2018

Total comprehensive income (loss) for the three months
ended March 31, 2018

Changes in equity of associates accounted for using equity
method

BALANCE, MARCH 31, 2018

BALANCE, JANUARY 1, 2019

Effect of retrospective application

ADJUSTED BALANCE, JANUARY 1, 2019
Profit for the three months ended March 31, 2019
Other comprehensive income (loss) for the three months
ended March 31, 2019

Total comprehensive income (loss) for the three months
ended March 31, 2019

Convertible bonds converted to common stock

BALANCE, MARCH 31, 2019
Equity Attributable to Owners of the Parent Equity Attributable to Owners of the Parent Non-controlling
Total
Interests
$ 59,631,863 $ 5,879,738

3,418,600

(39)


63,050,463
5,879,699

3,481,360
181,971

(93,624)

4,450


3,387,736

186,421


1,972

2,408

$ 66,440,171
$ 6,068,528

$ 61,881,520 $ 6,112,176

32,605

16,275


61,914,125
6,128,451

3,070,973
228,001

333,265

16,622


3,404,238

244,623


989,546

-

$ 66,307,909
$ 6,373,074
Total Equity
$ 65,511,601

3,418,561
Common Stock
$ 34,208,328

-

34,208,328
-

-


-


-

$ 34,208,328

$ 34,208,519

-

34,208,519
-

-


-


29,819

$ 34,238,338
Capital
Collected in
Advance
$ -

-


-

-

-


-


-

$ -

$ 29,819

-


29,819

-

-


-


67,086

$ 96,905
Capital
Surplus

$ 13,939,278

-


13,939,278

-

-


-


-

$ 13,939,278

$ 12,580,692

-


12,580,692

-

-


-


892,641

$ 13,473,333
Retained Earnings
Special
Unappropriated
Legal Reserve
Reserve
Earnings
$ 26,138,846 $ 690,034 $ 14,735,424

-

-

3,354,181


26,138,846
690,034
18,089,605

-
-
3,481,360

-

-

18,186


-

-

3,499,546


-

-

1,972

$ 26,138,846
$ 690,034
$ 21,591,123

$ 27,558,064 $ 362,703 $ 16,954,448

-

-

32,605


27,558,064
362,703
16,987,053

-
-
3,070,973

-

-

-


-

-

3,070,973


-

-

-

$ 27,558,064
$ 362,703
$ 20,058,026
Other Equity Interests
Unrealized
Gain (Loss) on
Financial
Assets at Fair
Unrealized
Value Through Gain (Loss) on
Exchange
Other
Available-for-
Differences on Comprehensive
sale Financial
Translation
Income
Assets
$ (16,499) $ - $ (346,204)

-

(281,785)

346,204


(16,499)
(281,785)
-

-
-
-

8,055

(119,865)

-


8,055

(119,865)

-


-

-

-

$ (8,444)
$ (401,650)
$ -

$ (24,398) $ (70,983) $ -

-

-

-


(24,398)
(70,983)
-

-
-
-

10,086

323,179

-


10,086

323,179

-


-

-

-

$ (14,312)
$ 252,196
$ -
Treasury
Stock
$ (29,717,344)

-

(29,717,344)

-

-


-


-

$ (29,717,344)

$ (29,717,344)

-

(29,717,344)

-

-


-


-

$ (29,717,344)
















Legal Reserve
$ 26,138,846

-


26,138,846

-

-


-


-

$ 26,138,846

$ 27,558,064

-


27,558,064

-

-


-


-

$ 27,558,064


68,930,162

3,663,331

(89,174)

3,574,157


4,380

$ 72,508,699

$ 67,993,696

48,880


68,042,576

3,298,974

349,887


3,648,861


989,546

$ 72,680,983

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

  • 5 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax

Adjustments
Depreciation expense
Amortization expense
Amortization of incremental costs of obtaining contracts
Loss on disposal of property, plant and equipment, net
Expected credit loss
Finance costs
Interest income
Share of loss of associates accounted for using equity method
Valuation (gain) loss on financial assets and liabilities at fair value
through profit or loss
Others
Changes in operating assets and liabilities
Financial assets mandatorily at fair value through profit or loss
Contract assets
Accounts and notes receivable
Accounts receivable due from related parties
Other receivables
Inventories
Prepayments
Other current assets
Other financial assets
Incremental costs of obtaining a contract
Contract liabilities
Accounts and notes payable
Accounts payable due to related parties
Other payables

Provisions
Advance receipts
Other current liabilities
Other non-current liabilities
Net defined benefit liabilities

Net cash inflows generated from operating activities
Interest received
Interest paid
Income taxes (paid) refund

Net cash generated from operating activities
For the Three Months Ended
March 31
For the Three Months Ended
March 31




2019
$ 4,090,951

3,317,845
864,492
703,442
15,967
51,658
153,087
(15,313)
6,986
(5,686)
1,959
-
196,082
328,811
(4,290)
172,046
(14,633)
(88,188)
25,651
(2,592)
(417,254)
(12,279)
135,856
(38,135)
(1,152,301)
2,635
2,048
162,123
-
(27,650)

8,453,318
183
(328)
(8,239)

8,444,934
2018
$ 4,563,832
2,530,897
904,457
903,958
22,131
101,115
155,754

(19,029)
4,892

25,847
(570)
609,083
265,940
201,806

(27,648)
544,780

348,304

(212,181)
11,689

(5,755)

(657,302)

(240,029)
(657,946)

81,919
(1,561,559)
(13,899)
13,640
97,305
(4,936)

(35,475)
7,951,020
241

(310)

6,491

7,957,442
(Continued)
  • 6 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)

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
Increase in prepayments for investment
Proceeds from disposal of property, plant and equipment
Increase (decrease) in advanced receipts from assets disposals
Proceeds from capital return of investments accounted for using equity
method
Increase in refundable deposits
Decrease in refundable deposits
Increase in other financial assets
Decrease in other financial assets
Interest received
Dividend 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
Repayment of long-term borrowings

Repayment of the principal portion of lease liabilities
Increase in guarantee deposits received
Decrease in guarantee deposits received
Interest paid

Net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD
For the Three Months Ended
March 31
For the Three Months Ended
March 31









2019
$ (1,882,768)
(12,188)
(85,637)
(50,112)
(100,000)
2,847
219
-
(70,081)
59,333
(21,874)
11,400
13,499
48,807

(2,086,555)

(5,470,000)
2,498,725

(2,051,000)
(933,727)
75,652
(44,684)
(96,032)

(6,021,066)

2,534

339,847
7,498,710

$ 7,838,557
2018
$ (2,574,967)

-

(127,820)

(53,048)

-
6,437
(98)
31,090

(95,759)
62,785

(7,189)
575,500
18,277

-
(2,164,792)

900,000
(2,496,469)
(3,051,000)

-
24,254

(25,438)

(112,955)
(4,761,608)

1,285
1,032,327

6,631,544
$ 7,663,871

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

(Concluded)

  • 7 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)

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 (“OTC”) 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 service and the sale of mobile phones and accessories, e-books and games.

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 terminated on June 30, 2017. TWM received a third-generation (“3G”) concession license issued by the DGT in March 2005, and the 3G concession license terminated on December 31, 2018. TWM participated in the fourth-generation (“4G”) 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 mobile broadband spectrum in the 700, 1800 and 2100MHz frequency bands separately, and the aforementioned licenses are valid until December 2030 and December 2033, respectively.

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

2. APPROVAL DATE AND PROCEDURES OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors approved the consolidated financial statements on April 30, 2019.

3. ADOPTION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS

  • a. Application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), Interpretations of IFRS (“IFRIC”), and Interpretations of IAS (“SIC”) (collectively, the “IFRSs”) endorsed and issued into effect by the ROC Financial Supervisory Commission (“FSC”).

Except for the following, whenever applied, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Group’s accounting policies:

IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, and a number of related interpretations. Please refer to Note 4 for information relating to the relevant accounting policies.

  • 8 -

Definition of a lease

The Group reassesses whether a contract is, or contains, a lease in accordance with the definition of a lease under IFRS 16. Some contracts, which were previously identified as containing a lease under IAS 17, do not meet the definition of a lease under IFRS 16 and are accounted for in accordance with other standards because the Group does not have the right to direct the use of the identified assets. Contracts that are reassessed as containing a lease are accounted for in accordance with the transitional provisions under IFRS 16.

The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments fall under low-value and short-term leases are recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group presents the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities and the interest portion are classified within financing activities. Prior to the application of IFRS 16, payments under operating lease contracts were recognized as expenses on a straight-line basis. The difference between the actual payments and the expenses, as adjusted for lease incentives, was recognized as accrued or prepaid expenses. Cash flows for operating leases were classified within operating activities on the consolidated statements of cash flows.

The Group elected to apply IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized in retained earnings on January 1, 2019. Comparative information was not restated.

Lease liabilities were recognized on January 1, 2019 for leases previously classified as operating leases under IAS 17. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets are measured at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments. The Group applies IAS 36 to all right-of-use assets.

The Group also applies the following practical expedients: The Group applies a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized on January 1, 2019 is 1%. The difference between the lease liabilities recognized and operating lease commitments disclosed under IAS 17 on December 31, 2018 is explained as follows:

The future minimum lease payments of non-cancellable operating lease
commitments on December 31, 2018

Less: Recognition exemption for short-term leases

Less: Recognition exemption for leases of low-value assets

Less: Adjustment of application scope under IFRS 16


Undiscounted amounts on January 1, 2019


Discounted amounts using the incremental borrowing rate on January 1, 2019

Add: Adjustments as a result of a different treatment of extension
Add: Adjustment of application scope under IFRS 16

Lease liabilities recognized on January 1, 2019
$ 9,358,238
(32,099)
(70,201)
(356,676)
$ 8,899,262
$ 8,773,930
135,301
1,071,615
$ 9,980,846
  • 9 -

The Group as lessor

Except for sublease transactions, the Group does not make any adjustments for leases in which it is a lessor and accounts for those leases with the application of IFRS 16 starting from January 1, 2019.

The Group subleased its leasehold to a third party. Such sublease was classified as an operating lease under IAS 17. The Group determines the sublease is classified as a finance lease on the basis of the remaining contractual terms and conditions of the head lease and sublease on January 1, 2019, and the Group accounts for the sublease as a new finance lease entered into at that date.

The impact on assets, liabilities and equity as of January 1, 2019 from the initial application of IFRS 16 was set out as follows:

Carrying
Amount as of
December 31,
2018

Current assets


Accounts and notes receivable, net

(including related parties)
$ 7,669,816
Other receivables

2,066,105
Prepayments

584,799

Non-current assets


Right-of-use assets

-
Deferred tax assets

806,521
Other non-current assets
1,275,195
Total effect on assets


Current liabilities


Other payables
9,581,496
Lease liabilities
-
Advanced receipts
111,250
Non-current liabilities




Deferred tax liabilities
917,261
Lease liabilities
-
Total effect on liabilities



Equity


Unappropriated earnings
16,954,448
Non-controlling interests
6,112,176

Total effect on equity

Adjustments
Arising from
Initial
Application
Adjusted
Carrying
Amount as of
January 1, 2019
$ 14,720 $ 7,684,536
(116)
2,065,989
(129,483)
455,316
10,087,654
10,087,654
(11,596)
794,925

10,454

1,285,649
$ 9,971,633


$ (57,235)
9,524,261
3,368,348
3,368,348
(1,557)
109,693
699
917,960

6,612,498

6,612,498
$ 9,922,753



$ 32,605
16,987,053

16,275

6,128,451

$ 48,880
  • 10 -

  • b. New IFRSs issued by International Accounting Standards Board (“IASB”) but not yet endorsed and issued into effect by the FSC.

New IFRSs

Effective Date Announced by IASB (Note 1)

Amendments to IFRS 3 “Definition of a Business” January 1, 2020 (Note 2) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between An Investor and Its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 (Note 3)

January 1, 2020 (Note 2) To be determined by IASB

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other 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

Except for the following description, the significant accounting policies adopted for the consolidated financial statements are the same as those adopted for the consolidated financial statements for the year ended December 31, 2018.

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 IAS 34 Interim Financial Reporting endorsed and issued into effect by the FSC. The consolidated financial statements do not include all the information which should be disclosed in the annual consolidated financial statements in accordance with the IFRSs endorsed and issued into effect by the FSC.

Basis of Consolidation

  • a. The basis of preparing the consolidated financial statements is the same as that of the consolidated financial statements for the year ended December 31, 2018.

  • 11 -

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
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
Communications Co.,
Ltd. (TDC)
Mobile phone wholesaling
and TV program
production
Taiwan Digital Service
Co., Ltd. (TDS)
Commissioned
maintenance service
Taihsin Property Insurance
Agent Co., Ltd.
(TPIAC)
Property insurance agent
Tai-Fu Cloud Co., Ltd.
(TFC)
Type II
Telecommunications
Business
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
TFN
TFN Union Investment
Co., Ltd. (TUI)
Investment
TFN HK Ltd.
Telecommunication
service provider
TWM Holding
TWM Communications
(Beijing) Co., Ltd.
(TWMC)
Mobile application
development and design
TCCI
TCCI Investment and
Development Co., Ltd.
(TID)
Investment
TFNM
Taiwan Kuro Times Co.,
Ltd. (TKT)
Online music service
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
Percentage of Ownership
March 31,
2019
December 31,
2018
March 31,
2018
Note
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
49.90%
49.90%
49.90%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
Note 1
100.00%
100.00%
100.00%
Note 2
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%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
45.01%
45.01%
45.01%
-
100.00%
100.00%
100.00%
Note 1
100.00%
100.00%
100.00%
Note 2
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%
-
29.53%
29.53%
29.53%
Note 3
100.00%
100.00%
100.00%
-
99.22%
99.22%
99.22%
-
92.38%
92.38%
92.38%
-
0.76%
0.76%
0.76%
-
6.83%
6.83%
6.83%
-
81.99%
81.99%
76.26%
Note 4
(Continued)
  • 12 -
Investor
Subsidiary
Main Business and
Products
momo
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
Bebe Poshe International
Co., Ltd. (Bebe Poshe)
Wholesale of cosmetics
Asian Crown
(BVI)
Fortune Kingdom
Corporation (Fortune
Kingdom)
Investment
Honest
Development
Hongkong Yue Numerous
Investment Co., Ltd.
(HK Yue Numerous)
Investment
Fortune
Kingdom
Hong Kong Fubon
Multimedia Technology
Co., Ltd. (HK Fubon
Multimedia)
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
March 31,
2019
December 31,
2018
March 31,
2018
Note
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
85.00%
85.00%
-
Note 5
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
93.55%
93.55%
91.30%
Note 4
(Concluded)
  • Note 1: TCCI, TUI and TID collectively owned 698,752 thousand shares of TWM representing 20.35% of total outstanding shares as of March 31, 2019.

  • Note 2: TDC and TFN HK Ltd. are under liquidation procedures.

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

  • Note 4: In August 2018, momo and its subsidiaries increased the capital of Asian Crown (BVI) to invest in FGE. Due to the non-proportional investment in capital increase, momo’s ownership percentage in Asian Crown (BVI) and in FGE increased.

  • Note 5: In the third quarter of 2018, momo paid $85,000 thousand in cash to acquire control over Bebe Poshe and included Bebe Poshe in the consolidated financial statements.

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

Leases

2019

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

  • 13 -

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.

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 and an estimate of costs needed to restore the underlying assets. 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. 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.

2018

Leases in which the lessee assumes substantially all of the risks and rewards of ownership are classified as finance leases. Other leases are operating leases. Receivables collected are periodically recognized as rental income during the lease contract.

Under an operating lease, rental income or lease payments are recognized as income or expense, respectively, on a straight-line basis over the lease term.

Under a finance lease, the proceeds from the lessee should be recognized on a net basis as lease receivable when the Group is the lessor. The finance income is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the receivable.

  • 14 -

Employee Benefits

Defined benefit pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year.

Income Tax

Income tax expense represents the sum of the tax currently payable and deferred tax. The interim-period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the profit before tax of the interim-period. When tax rate changes during the interim period, the effect of a change in tax rate resulting from a change in tax law is recognized consistently with the accounting for the transaction itself which gives rise to the tax consequence. The effect of the change in tax rate relating to transactions recognized outside profit or loss is recognized as other comprehensive income in full in the period in which the change in tax rate occurs. The effect of the change in tax rate relating to transactions recognized in profit or loss is included in estimating the average annual income tax rate, and consequently recognized throughout the interim period.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Except for the following description, the same critical accounting judgments and key sources of estimation uncertainty have been followed when preparing these interim consolidated financial statements as those that were applied in the preparation of the consolidated financial statements for the year ended December 31, 2018.

Lease terms - 2019

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 occur.

6. CASH AND CASH EQUIVALENTS

Cash on hand and revolving funds

Cash in banks
Time deposits
Government bonds with repurchase rights

March 31,
2019
December 31,
2018
$ 138,842
$ 156,900

2,847,135
3,603,620
2,330,539
1,588,020

2,522,041

2,150,170

$ 7,838,557
$ 7,498,710
March 31,
2018
$ 69,801
2,416,485
2,960,469

2,217,116
$ 7,663,871
  • 15 -

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
Limited partnerships
Unlisted stocks

March 31,
2019
December 31,
2018
$ 238,000
$ 245,607


14,240

10,125

$ 252,240
$ 255,732

$ 4,329,908
$ 3,778,949

173,923
181,178
503,637
775,385

29,389

28,387

$ 5,036,857
$ 4,763,899
March 31,
2018
$ 245,607

24,288
$ 269,895
$ 3,375,809
176,640
842,386

26,595
$ 4,421,430

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 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.

8. ACCOUNTS AND NOTES RECEIVABLE, NET

Notes receivable

Accounts receivable
Less: Allowance for impairment loss

March 31,
2019

$ 140,910
7,448,209

(419,495)

$ 7,169,624
December 31,
2018
$ 175,658

7,820,249

(464,049)

$ 7,531,858
March 31,
2018
$ 61,630

8,100,388

(481,997)
$ 7,680,021

The main credit terms range from 30 to 90 days.

The Group serves a large consumer base for telecommunications business; therefore, the concentration of credit risk is limited. When performing 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 dealing with counterparties with considerable scale of operations, certain credit ratings and financial conditions for project business. 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.

  • 16 -

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 expected credit losses (ECLs). The ECLs on trade receivables are estimated using a provision matrix with reference to past default experiences 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 allowance for doubtful notes and accounts receivables by individual and collective assessment were as follows:

March 31, 2019

Not Past Due


Gross carrying amount
$ 6,914,896

Loss allowance (Lifetime ECL)

(53,496)



Amortized cost
$ 6,861,400

December 31, 2018
Not Past Due

Gross carrying amount
$ 7,269,513
Loss allowance (Lifetime ECL)

(56,022)

Amortized cost
$ 7,213,491
March 31, 2018
Not Past Due

Gross carrying amount
$ 7,443,826
Loss allowance (Lifetime ECL)

(56,731)

Amortized cost
$ 7,387,095
Overdue

1 to 120 days
121 to 365 days Over 365 days




$ 405,572
$ 262,965
$ 5,686


(111,461)

(248,864)

(5,674)



$ 294,111
$ 14,101
$ 12

Overdue

1 to 120 days
121 to 365 days Over 365 days
$ 458,984
$ 261,723
$ 5,687


(154,752)

(247,788)

(5,487)

$ 304,232
$ 13,935
$ 200

Overdue

1 to 120 days
121 to 365 days Over 365 days
$ 436,157
$ 281,809
$ 226


(162,034)

(263,006)

(226)



$ 274,123
$ 18,803
$ -
Overdue

1 to 120 days
121 to 365 days Over 365 days




$ 405,572
$ 262,965
$ 5,686


(111,461)

(248,864)

(5,674)



$ 294,111
$ 14,101
$ 12

Overdue

1 to 120 days
121 to 365 days Over 365 days
$ 458,984
$ 261,723
$ 5,687


(154,752)

(247,788)

(5,487)

$ 304,232
$ 13,935
$ 200

Overdue

1 to 120 days
121 to 365 days Over 365 days
$ 436,157
$ 281,809
$ 226


(162,034)

(263,006)

(226)



$ 274,123
$ 18,803
$ -
Total
$ 7,589,119
(419,495)
$ 7,169,624
Total
$ 7,995,907

(464,049)
$ 7,531,858
Total
$ 8,162,018

(481,997)
$ 7,680,021



1 to 120 days
121 to 365 days
$ 458,984
$ 261,723


(154,752)

(247,788)

$ 304,232
$ 13,935

Overdue




1 to 120 days
121 to 365 days
$ 436,157
$ 281,809


(162,034)

(263,006)


$ 274,123
$ 18,803
  • 17 -

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 service 0.02%-85% 65.5%-100%
Retail business and others below 10% 35%-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 Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31


2019
$ 464,049

52,378
12,853
(109,785)

$ 419,495
2018
$ 468,474
102,874
13,636
(102,987)
$ 481,997

9. INVENTORIES

Merchandise

Materials for maintenance

March 31,
2019
December 31,
2018
$ 3,952,862
$ 3,936,724


7,434

8,939

$ 3,960,296
$ 3,945,663
March 31,
2018
$ 3,971,476

12,029
$ 3,983,505

For the three months ended March 31, 2019 and 2018, the cost of goods sold recognized in consolidated comprehensive income amounted to $14,207,429 thousand and $13,339,868 thousand, respectively, which included the reversal of inventory write-down, totaling $14,361 thousand and $9,379 thousand, respectively.

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

Global Home Shopping Co., Ltd.
(GHS)

Taiwan Pelican Express Co., Ltd.
(TPE)

kbro Media Co., Ltd. (kbro Media)

TVD Shopping Co., Ltd.
(TVD Shopping)

Alliance Digital Tech Co., Ltd. (ADT)


March 31, 2019
Amount
% of
Owner-
ship

$ 727,482
20.00

395,772
17.70
148,914
32.50
118,789
35.00

5,562
14.40

$ 1,396,519
December 31, 2018
Amount
% of
Owner-
ship

$ 766,529
20.00

385,706
17.70
154,847
32.50
119,889
35.00

8,636
14.40

$ 1,435,607
March 31, 2018













Amount
% of
Owner-
ship
$ 746,964
20.00
407,499
17.70
177,259
32.50
119,002
35.00

11,787
14.40
$ 1,462,511
  • 18 -

a. GHS

In June 2015, one of momo’s subsidiaries acquired 20% equity interests of GHS.

Due to non-participation in GHS’s capital increase in October 2015, momo’s subsidiary’s percentage of ownership interests in GHS decreased to 18%. In January 2016, momo’s subsidiary’s percentage of ownership interests in GHS increased to 20% due to the acquisition of additional 2% equity interests of GHS.

b. TPE

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

As of December 2013, momo held 17.70% equity interests of TPE due to its not subscribing for new stock issued by TPE and selling part of its stock when TPE went public. momo still has significant influence on TPE due to its having two seats on TPE’s board of directors.

  • c. TVD Shopping

In April 2014, momo acquired 35% equity interests of TVD Shopping for THB155,750 thousand.

On November 23, 2017, an extraordinary stockholders’ meeting of TVD Shopping resolved to reduce its capital stock. momo received $31,090 thousand (THB35,000 thousand) as a proportional capital reduction in January 2018.

d. ADT

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

In 2014, TWM’s percentage of ownership interests 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 interests in ADT to 14.40% 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 was on December 31, 2018 as the dissolution date. As of March 31, 2019, ADT was still under liquidation procedures.

11. SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS

Subsidiary
momo
Proportion of Non-controlling Interests’
Ownership and Voting Rights
March 31,
2019
December 31,
2018
March 31,
2018
54.99%
54.99%
54.99%

For information on the principal place of business and the company’s country of registration, see Table 6.

  • 19 -

momo and its subsidiaries’ summarized financial information below has taken into account the adjustments to acquisition-date fair value, and reflects the amounts before eliminations of intercompany transactions:

March 31,
2019
Current assets
$ 6,339,731
Non-current assets
14,205,990
Current liabilities
(5,629,214)
Non-current liabilities

(815,788)

Equity
$ 14,100,719

Equity attributable to:
Owners of the parent
$ 9,523,862
Non-controlling interests of momo
4,555,276
Non-controlling interests of momo’s
subsidiaries

21,581

$ 14,100,719

Operating revenues

Profit

Other comprehensive income

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 generated from (used in) investing activities
Net cash generated from (used in) financing activities
Effect of exchange rate changes

Net increase in cash








December 31,
2018
March 31,
2018
$ 6,168,249 $ 5,329,555

13,531,769
13,561,063

(5,772,994)
(4,961,936)

(281,454)

(268,113)
$ 13,645,570
$ 13,660,569
$ 9,318,968 $ 9,340,392

4,305,001
4,331,171

21,601

(10,994)
$ 13,645,570
$ 13,660,569
For the Three Months Ended
March 31
December 31,
2018
March 31,
2018
$ 6,168,249 $ 5,329,555

13,531,769
13,561,063

(5,772,994)
(4,961,936)

(281,454)

(268,113)
$ 13,645,570
$ 13,660,569
$ 9,318,968 $ 9,340,392

4,305,001
4,331,171

21,601

(10,994)
$ 13,645,570
$ 13,660,569
For the Three Months Ended
March 31












2019
$ 11,735,627

$ 395,590

30,033

$ 425,623

$ 178,232
217,707

(349)

$ 395,590

$ 191,643
234,088

(108)

$ 425,623

$ 445,107
6,783
(56,408)

528

$ 396,010
2018
$ 10,183,809
$ 306,963

8,247
$ 315,210
$ 138,880

169,641

(1,558)
$ 306,963
$ 142,684

174,286

(1,760)
$ 315,210
$ 817,162

(501,246)

325

37
$ 316,278
  • 20 -

12. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance, January 1, 2019

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, March 31, 2019

Accumulated depreciation
and impairment
Balance, January 1, 2019

Depreciation
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, March 31, 2019

Carrying amount,
January 1, 2019

Carrying amount,
March 31, 2019

Cost
Balance, January 1, 2018

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, March 31, 2018

Accumulated depreciation
and impairment
Balance, January 1, 2018

Depreciation
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, March 31, 2018

Carrying amount,
March 31, 2018
Land
$ 8,289,085
-
(13,842 )
(562 )

-

$ 8,274,681

$ 1,662
-
-
-

-

$ 1,662

$ 8,287,423

$ 8,273,019

$ 8,250,857
-
-
-

-

$ 8,250,857

$ 83,426
-
-
-

-

$ 83,426

$ 8,167,431
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 5,672,957 $ 87,623,044

1,116
68,977

(17,117 )
1,115,721

(1,523 )
(256,476 )

-

2,021

$ 5,655,433
$ 88,553,287

$ 1,499,982 $ 64,521,396

40,389
2,022,748

(6,048 )
-

(617 )
(240,209 )

-

1,766

$ 1,533,706
$ 66,305,701

$ 4,172,975
$ 23,101,648

$ 4,121,727
$ 22,247,586

$ 5,552,706 $ 84,505,063

6,932
50,799

42,020
1,179,202

-
(204,171 )

-

1,490

$ 5,601,658
$ 85,532,383

$ 1,369,660 $ 59,427,788

38,631
2,156,635

-
(1,061 )

-
(180,970 )

-

1,232

$ 1,408,291
$ 61,403,624

$ 4,193,367
$ 24,128,759
Others
Construction in
Progress and
Equipment to
Be Inspected
$ 9,346,834 $ 1,349,217

67,099
1,076,857

36,344
(1,157,800 )

(52,505 )
-

132

-

$ 9,397,904
$ 1,268,274

$ 7,402,137 $ -

288,107
-

-
-

(51,426 )
-

95

-

$ 7,638,913
$ -

$ 1,944,697
$ 1,349,217

$ 1,758,991
$ 1,268,274

$ 8,924,688 $ 1,766,195

134,834
1,233,713

197,994
(1,432,253 )

(198,257 )
(215 )

97

-

$ 9,059,356
$ 1,567,440

$ 6,515,214 $ -

330,669
-

-
-

(194,842 )
-

57

-

$ 6,651,098
$ -

$ 2,408,258
$ 1,567,440
Total
$ 112,281,137

1,214,049

(36,694 )

(311,066 )

2,153
$ 113,149,579
$ 73,425,177

2,351,244

(6,048 )

(292,252 )

1,861
$ 75,479,982
$ 38,855,960
$ 37,669,597
$ 108,999,509

1,426,278

(13,037 )

(402,643 )

1,587
$ 110,011,694
$ 67,396,088

2,525,935

(1,061 )

(375,812 )

1,289
$ 69,546,439
$ 40,465,255

a. The estimated useful lives, for the current and comparative years, of significant items of property, plant and equipment are as follows:

Buildings
Primary buildings 20-55 years
Mechanical and electrical equipment 5-15 years
Telecommunications equipment and machinery 2-20 years
Others 2-20 years
  • 21 -

13. LEASE ARRANGEMENTS

  • a. Right-of-use assets - 2019
March 31, March 31,
2019
Carrying amounts
Land $ 595,848
Buildings 8,132,951
Telecommunications equipment and machinery 1,066,008
Others 73,444
$ 9,868,251
For the Three
Months Ended
March 31, 2019
Additions to right-of-use assets $ 759,904
Depreciation charge for right-of-use assets
Land $ 57,668
Buildings 835,392
Telecommunications equipment and machinery 51,357
Others 17,110
$ 961,527

b. Lease liabilities - 2019

Carrying amounts
Current

Non-current

Range of discount rate for lease liabilities was as follows:
Land
Buildings
Telecommunications equipment and machinery
Others
March 31,
2019
$ 3,407,191
$ 6,368,976
March 31,
2019
0.86%-1%
0.86%-5.44%
0.86%-4.38%
0.86%-5.44%
  • 22 -

c. Material lease-in activities and terms

The Group leases base transceiver stations, machine rooms, stores, offices, warehouses, maintenance centers, telecommunications equipment, etc., with most lease terms of 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 lessor’s consent.

d. Other lease information

Lease arrangements under operating leases for the leasing out of investment properties are set out in Note 14.

2019

For the Three
Months Ended
March 31, 2019
Expenses relating to short-term leases $ 19,090
Expenses relating to low-value asset leases $ 17,922
Expenses relating to variable lease payments not included in the measurement of
lease liabilities $ 9,665
Total cash outflow for leases $ (1,016,805)

The Group leases certain buildings, which qualify as short-term leases, and certain office equipment and other assets, which qualify as low-value asset leases. The Group has elected to apply the recognition exemption and, thus, not to recognize right-of-use assets and lease liabilities for these leases.

The amount of lease commitments for short-term leases, for which the recognition exemption is applied, is $18,527 thousand.

2018

Non-cancellable rental payables of operating leases were as follows:

December 31,
2018
Less than one year
$ 3,440,873

Between one and five years
5,876,088
More than five years

41,277

$ 9,358,238
March 31,
2018
$ 3,158,637
5,342,813

69,808
$ 8,571,258

The Group leases offices, base transceiver stations, machine rooms, stores, maintenance centers, etc., under operating leases. The leases typically run for a period of 1 to 5 years.

  • 23 -

The payments of leases and subleases were as follows:

For the Three Months Ended March 31, 2018

Minimum lease payments

Receipts from subleases

$ 948,560

(2,858)
$ 945,702

14. INVESTMENT PROPERTIES

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

The fair values of investment properties were measured using Level 3 inputs, using income approach, comparative approach, and cost approach by HomeBan Appraisers Joint Firm. As of March 31, 2019, December 31, 2018 and March 31, 2018, the fair values of investment properties were $6,971,613 thousand, $6,979,581 thousand and $6,720,308 thousand, respectively, and the capitalization rates for the aforementioned financial reporting periods were 1.32%-5.23%, 1.32%-5.23% and 0.94%-5.23%, respectively.

The amounts of depreciation recognized for the three months ended March 31, 2019 and 2018 were $5,074 thousand and $4,962 thousand, respectively.

The maturity analysis of lease payments receivable under operating leases of investment properties as of March 31, 2019 was as follows:

Year 1

Year 2
Year 3
Year 4
Year 5
Year 6 and thereafter

March 31,
2019
$ 154,767
150,446
136,950
130,410
45,179

69,968
$ 687,720

The Group leases out investment properties under operating leases. The future minimum lease payment receivables under non-cancellable leases as of December 31 and March 31, 2018 are as follows:

December 31,
2018
Less than one year
$ 152,807

Between one and five years
502,272
More than five years

79,298

$ 734,377
March 31,
2018
$ 145,389
543,410

114,699
$ 803,498
  • 24 -

15. INTANGIBLE ASSETS

Cost
Balance, January 1, 2019
Addition
Disposals and retirements
Reclassification
Effect of exchange rate changes
Balance, March 31, 2019
Accumulated amortization
and impairment
Balance, January 1, 2019
Amortization
Disposals and retirements
Effect of exchange rate changes
Balance, March 31, 2019
Carrying amount, January 1, 2019
Carrying amount, March 31, 2019
Cost
Balance, January 1, 2018
Addition
Disposals and retirements
Reclassification
Effect of exchange rate changes
Balance, March 31, 2018
Accumulated amortization
and impairment
Balance, January 1, 2018
Amortization
Disposals and retirements
Effect of exchange rate changes
Balance, March 31, 2018
Carrying amount, March 31, 2018
Conces sions
Service
Concessions
$ 8,180,078

-
-
-

-

$ 8,180,078

$ 1,031,305

44,680
-

-

$ 1,075,985

$ 7,148,773

$ 7,104,093

$ 8,180,078

-
-
-

-

$ 8,180,078

$ 852,586

44,680
-

-

$ 897,266

$ 7,282,812
Goodwill
$ 15,872,595
-
-
-

-
$ 15,872,595
$ -
-
-

-
$ -
$ 15,872,595
$ 15,872,595
$ 15,845,930
-
-
-

-
$ 15,845,930
$ -
-
-

-
$ -
$ 15,845,930
Othe r Intangible Asse ts Copyrights
$ 15,222

2,189
-
-

-

$ 17,411

$ 13,538

3,452
-

-

$ 16,990

$ 1,684

$ 421

$ -

344
-
-

-

$ 344

$ -

-
-

-

$ -

$ 344
Total
$ 75,572,855
26,855
(129,656 )
13,110

335
$ 75,483,499
$ 13,397,210
864,492
(129,656 )

229
$ 14,132,275
$ 62,175,645
$ 61,351,224
$ 85,433,406
78,266
(40,345 )
49,549

247
$ 85,521,123
$ 20,060,586
904,457
(40,345 )

147
$ 20,924,845
$ 64,596,278














Concession
Licenses
$ 41,043,375

-
-
-

-

$ 41,043,375

$ 7,663,274

660,163
-

-

$ 8,323,437

$ 33,380,101

$ 32,719,938

$ 51,324,375

-
-
-

-

$ 51,324,375

$ 14,981,287

706,070
-

-

$ 15,687,357

$ 35,637,018














Computer
Software
$ 3,907,630

24,666
(129,656 )
13,110

335

$ 3,816,085

$ 3,176,937

122,060
(129,656 )

229

$ 3,169,570

$ 730,693

$ 646,515

$ 3,529,068

77,922
(40,345 )
49,549

247

$ 3,616,441

$ 2,851,117

119,566
(40,345 )

147

$ 2,930,485

$ 685,956
Customer
Relationships
$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,510,663

34,100

-

-

$ 1,544,763

$ 1,143,426

$ 1,109,326

$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,374,263

34,100

-

-

$ 1,408,363

$ 1,245,726
Operating
Rights
$ 1,382,000

-
-
-

-

$ 1,382,000

$ -

-
-

-

$ -

$ 1,382,000

$ 1,382,000

$ 1,382,000

-
-
-

-

$ 1,382,000

$ -

-
-

-

$ -

$ 1,382,000
Trademarks
$ 2,517,866

-
-
-

-

$ 2,517,866

$ 1,493

37
-

-

$ 1,530

$ 2,516,373

$ 2,516,336

$ 2,517,866

-
-
-

-

$ 2,517,866

$ 1,333

41
-

-

$ 1,374

$ 2,516,492

The estimated useful lives for the current and comparative periods are as follows:

Concession licenses 14-17 years Service concessions 44-50 years Computer software 2-10 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 Department of Cultural Affairs of 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 a legal useful lives, which can be extended, the Group regards these assets as intangible assets with indefinite useful lives.

  • 25 -

  • 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. (the former “TFN”) through a public tender offer. TWM split the former TFN and its subsidiaries into two cash-generating units, i.e., fixed network service and cable television 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:

Telecommunications service

Fixed network service
Cable television business
Retail business

March 31,
2019

$ 7,238,758
357,970
3,269,636

5,006,231

$ 15,872,595
December 31,
2018
$ 7,238,758

357,970

3,269,636

5,006,231

$ 15,872,595
March 31,
2018
$ 7,238,758

357,970

3,269,636

4,979,566

$ 15,845,930
  • d. Impairment of assets

See Note 16 (e) to the consolidated financial statements for the year ended December 31, 2018 for the related information on impairment of assets. There was no significant evidence indicating impairment of intangible assets as of March 31, 2019.

16. OTHER NON-CURRENT ASSETS

Long-term accounts receivable

Refundable deposits
Prepayments for investment
Prepayments for equipment
Others

March 31,
2019
December 31,
2018
$ 113,506
$ 101,740

635,229
634,512
100,000
-
65,423
29,256

512,180

509,687

$ 1,426,338
$ 1,275,195
March 31,
2018
$ 63,649
641,188
-
90,179

505,833
$ 1,300,849
  • 26 -

17. BORROWINGS

a. Short-term borrowings

Unsecured loans

Annual interest rate
March 31,
2019
$ 4,800,000

0.7%-0.96%
December 31,
2018
$ 10,270,000

0.7%-0.96%
March 31,
2018
$ 10,563,466
0.6%-5.44%

For the information on endorsements and guarantees, see Note 30 (b).

  • b. Short-term notes and bills payable
March 31,
2019
December 31,
2018
Short-term notes and bills payable
$ 4,000,000
$ 1,500,000

Less: Discount on short-term notes and bills
payable

(2,104)

(1,008)

$ 3,997,896
$ 1,498,992

Annual interest rate
0.618%-0.648% 0.788%-0.798%
Long-term borrowings
March 31,
2019
December 31,
2018
Unsecured loans
$ 6,000,000 $ 8,000,000
Secured loans
3,141,843
3,192,674
Less: Current portion

(303,245)

(2,303,236)

$ 8,838,598
$ 8,889,438

Annual interest rate:
Unsecured loans
0.72%-0.76%
0.75%-1.07%
Secured loans
2.0337%
2.0337%
March 31,
2018
$ 3,100,000

(1,087)
$ 3,098,913
0.528%-0.76%
March 31,
2018
$ 16,000,000

3,345,141

(7,203,299)
$ 12,141,842
0.72%-1.26%
2.0337%
  • c. Long-term borrowings

  • 1) Unsecured loans

The Group 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. In addition, the expiry date of the repayments is in July 2021, and some credit facilities are subject to financial covenants regarding debt ratios and interest protection multiples during the credit facility period.

  • 27 -

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 has been early terminated. TNH signed another credit agreement with Bank of Taiwan for a $3,400,000 thousand credit amount and a $65,000 thousand guarantee amount on September 5, 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 29.

18. BONDS PAYABLE

3rd domestic unsecured straight corporate bonds
4th domestic unsecured straight corporate bonds
5th domestic unsecured straight corporate bonds
3rd domestic unsecured convertible bonds
Less: Current portion

March 31,
2019
$ 4,499,767

-

14,986,988
8,463,756

(4,499,767)

$ 23,450,744
December 31,
2018
$ 4,499,680

-

14,986,357

9,432,780

(4,499,680)

$ 24,419,137
March 31,
2018
$ 8,999,147

2,900,000

-

9,671,871

(7,399,729)
$ 14,171,289
  • a. 3rd domestic unsecured straight corporate bonds

On December 20, 2012, TWM issued $9,000,000 thousand of seven-year 3rd domestic unsecured bonds; each bond had a face value of $10,000 thousand and a coupon rate of 1.34% per annum, with simple interest due annually. Repayment will be made in the sixth and seventh years in equal installments, i.e., $4,500,000 thousand. As of March 31, 2019, the amount of unamortized bond issue cost was $233 thousand. The trustee of bond holders is Hua Nan Commercial Bank.

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

Year Amount In the fourth quarter of 2019 $ 4,500,000

  • b. 4th domestic unsecured straight corporate bonds

On April 25, 2013, TWM issued $5,800,000 thousand of five-year 4th domestic unsecured straight corporate bonds, each having a face value of $10,000 thousand and a coupon rate of 1.29% per annum, with simple interest due annually. Repayment will be made in the fourth and fifth years with equal installments, i.e., $2,900,000 thousand. The trustee of bond holders is Hua Nan Commercial Bank.

The above-mentioned corporate bonds were fully liquidated in April 2018.

  • c. 5th domestic unsecured straight corporate bonds

On April 20, 2018, TWM issued 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 March 31, 2019, the amount of unamortized bond issue cost was $13,012 thousand. The trustee of bond holders is Bank of Taiwan.

  • 28 -

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

Year
2023

2025

Amount
$ 6,000,000
9,000,000

$ 15,000,000
  • 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 $104.7 per share since July 16, 2018. 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.

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. As of March 31, 2019, the amount of unamortized bond discount was $207,444 thousand.

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

Equity component
Financial liabilities

Liability component at the date of issuance
Interest charged at an effective interest rate

Liability component on March 31, 2018

Liability component on January 1, 2019

Interest charged at an effective interest rate
Convertible bonds converted into common stock

Liability component on March 31, 2019
$ 9,989,130
(400,564)

(35,961)
9,552,605

119,266
$ 9,671,871
$ 9,432,780
20,480

(989,504)
$ 8,463,756

As of March 31, 2019, the bondholders had requested to convert the bonds at face value of $1,328,800 thousand.

  • 29 -

19. PROVISIONS

Restoration
Decommissioning
Warranties
Current
Non-current
Balance, January 1, 2019

Provision

Payment/Reversal

Unwinding of discount


Balance, March 31, 2019

Balance, January 1, 2018

Provision

Payment/Reversal

Unwinding of discount


Balance, March 31, 2018






Restoration
$ 1,184,823
13,756
(12,892)

1,080
$ 1,186,767
$ 1,208,093
13,410
(21,785)

1,376
$ 1,201,094
March 31,
2019
December 31,
2018
$ 1,186,767
$ 1,184,823

283,004
268,536

64,421

67,929

$ 1,534,192
$ 1,521,288


$ 113,491
$ 120,334


1,420,701

1,400,954

$ 1,534,192
$ 1,521,288

Decom-
missioning
Warranties


$ 268,536 $ 67,929

12,558
21,419

-
(24,927)

1,910

-

$ 283,004
$ 64,421

$ 213,372 $ 128,412

12,240
30,464

-
(43,760)

1,550

-

$ 227,162
$ 115,116
March 31,
2018
$ 1,201,094
227,162

115,116
$ 1,543,372
$ 167,564

1,375,808
$ 1,543,372
Total
$ 1,521,288

47,733

(37,819)

2,990
$ 1,534,192
$ 1,549,877

56,114

(65,545)

2,926
$ 1,543,372
$

$
$










20. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

Domestic firms of the Group adopted a pension plan under the Labor Pension Act (the “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 provision, the Group’s contribution to the pension plan amounted to $77,399 thousand and $76,518 thousand for the three months ended March 31, 2019 and 2018, respectively.

b. Defined benefit plan

The Group recognized pension amount of $1,969 thousand and $1,996 thousand for the three months ended March 31, 2019 and 2018, respectively, by using the actuarially determined pension cost rate.

  • 30 -

21. EQUITY

a. Common stock

As of March 31, 2019, December 31, 2018, and March 31, 2018, TWM’s authorized capital was $60,000,000 thousand and capital issued and outstanding was $34,238,338 thousand, $34,208,519 thousand and $34,208,328 thousand, respectively, divided into 3,423,834 thousand shares, $3,420,852 thousand shares and $3,420,833 thousand shares, respectively, which were all common stocks, at a par value of $10 each.

As of March 31, 2019, the bondholders of 3rd domestic unsecured convertible bonds had requested to convert the bonds into 12,691 thousand common stocks. TWM recognized 9,691 thousand of common stocks as capital collected in advance, totaling $96,905 thousand. TWM would complete the amendment registration after the issuance of new stocks on the record date in accordance with the regulations.

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
Convertible bonds payable options
Changes in equity of associates accounted for
using equity method
Others

March 31,
2019
$ 7,296,997
5,159,704
85,965
501,215
347,337
48,147

33,968

$ 13,473,333
December 31,
2018
$ 6,363,714

5,159,704
85,965

501,215

387,979

48,147

33,968

$ 12,580,692
March 31,
2018
$ 7,708,764

5,159,704

85,965

511,562

400,564

39,767

32,952
$ 13,939,278

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, the difference between consideration and carrying amount of subsidiaries’ stock acquired or disposed of, and treasury stock transactions, 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. And 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.

  • 31 -

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 earning for legal reserve until it equals the paid-in capital. The legal reserve may 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.

TWM distributes and reverses special reserve in accordance with Decree No. 1010012865, Decree No. 1010047490, and “The Q&A for special reserve recognition after adopting IFRS” issued by the FSC.

The 2018 and 2017 earnings appropriations having been proposed by the Board of Directors on April 30, 2019 and resolved by the AGM on June 12, 2018, respectively, were as follows:

Appropriation of legal reserve

Reversal from special reserve
Cash dividends to stockholders
Appropriation of Earnings
For Fiscal
Year 2018
For Fiscal
Year 2017
$ 1,364,217 $ 1,419,218
(267,322)
(327,331)
15,366,223
13,610,406
Dividends Per Share
(NT$)
For Fiscal
Year 2018
For Fiscal
Year 2017


$ 5.6
$ 5

The cash dividends of $5 per share mentioned above have been distributed from unappropriated earnings for 2017. In addition, the AGM resolved another cash appropriation from the capital surplus generated from the excess of the issuance price over the par value of capital stock amounting to $1,633,249 thousand, that is, $0.6 per share. Total appropriations distributed were $5.6 per share for 2017.

TWM’s 2018 earnings appropriation and cash appropriation from the capital surplus are awaiting approval at the AGM on June 12, 2019. Information on appropriations is available on the Market Observation Post System website of the Taiwan Stock Exchange.

  • 32 -

d. Other equity interests

Exchange
Differences on
Translation
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Unrealized
Gain (Loss) on
Available-for-
sale Financial
Assets


Balance, January 1, 2019
$ (24,398) $ (70,983) $ -

Exchange differences on
translation

11,871
-
-
Changes in fair value of
financial assets at FVTOCI

-
265,965
-
Changes in other
comprehensive income (loss)
of associates accounted for
using equity method

(1,785)
2,473
-
Income tax effect

-

54,741

-


Balance, March 31, 2019
$ (14,312)
$ 252,196
$ -


Balance, January 1, 2018
$ (16,499)
$ -
$ (346,204)

Effect of retrospective
application

-
(281,785)

346,204

Adjusted balance, January 1,
2018

(16,499) (281,785)
-

Exchange differences on
translation

8,149
-
-
Changes in fair value of
FVTOCI - financial asset

-
(119,486)
-

Changes in other
comprehensive income (loss)
of associates accounted for
using equity method

(94)

(379)

-


Balance, March 31, 2018
$ (8,444)
$ (401,650)
$ -
Total
$ (95,381)
11,871
265,965
688

54,741
$ 237,884
$ (362,703)

64,419
(298,284)
8,149
(119,486)

(473)
$ (410,094)

e. Treasury stock

As of March 31, 2019, December 31, 2018 and March 31, 2018, 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 in total, and the market values were $77,910,804 thousand, $74,417,046 thousand and $76,862,676 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 stock holders, they have the same rights as the other shareholders, except that they are not allowed to subscribe new shares issued by TWM for cash and exercise the voting rights over such treasury stock.

  • 33 -

f. Non-controlling interests

Beginning balance

Effect of retrospective application

Adjusted beginning balance
Portion attributable to non-controlling interests
Profit
Exchange differences on translation
Unrealized gain (loss) on financial asset at FVTOCI
Share of other comprehensive income (loss) of associates
accounted for using equity method
Changes in equity of associates accounted for using equity
method
Remeasurements from defined benefit plans

Ending balance
For the Three Months Ended
March 31
For the Three Months Ended
March 31



2019
$ 6,112,176

16,275

6,128,451
228,001
12,283
3,501
838
-
-

$ 6,373,074
2018
$ 5,879,738

(39)
5,879,699
181,971
8,226
(3,713)
(209)
2,408

146
$ 6,068,528

22. OPERATING REVENUES

Revenue from contracts with customers
Telecommunications and value-added services

Sales revenue
Cable TV and broadband services
Other operating revenues

For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **


2019
$ 12,243,495
15,768,204
1,515,319

345,655

$ 29,872,673
2018
$ 13,747,364

14,735,944

1,555,645

267,366
$ 30,306,319

a. Contract information

Please refer to Note 34 and to Note 4 to the consolidated financial statements for the year ended December 31, 2018.

  • 34 -

b. Contract balances

Contract assets

Bundle sales

Less: Allowance for impairment loss

Current

Non-current

March 31,
2019

$ 8,559,044

(72,608)

$ 8,486,436

$ 5,227,317

3,259,119

$ 8,486,436
December 31,
2018
$ 8,755,126

(74,250)

$ 8,680,876

$ 5,472,357

3,208,519

$ 8,680,876
March 31,
2018
$ 10,410,023

(88,292)
$ 10,321,731

$ 6,431,049

3,890,682

$ 10,321,731

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

Contract liabilities
Telecommunications and value-added
services

Sales of goods
Cable TV and broadband services
Others


Current

Non-current


c. Assets related to contract costs
Incremental costs of obtaining a
contract - non-current
March 31,
2019
December 31,
2018
$ 1,191,285
$ 1,235,446

137,552
141,343
728,193
694,228

17,628

15,920

$ 2,074,658
$ 2,086,937

$ 2,021,941
$ 2,030,793


52,717

56,144

$ 2,074,658
$ 2,086,937

March 31,
2019
December 31,
2018
$ 2,660,094
$ 2,946,282
March 31,
2018
$ 1,628,702
99,939
785,806

28,697
$ 2,543,144
$ 2,474,721

68,423
$ 2,543,144
March 31,
2018
$ 3,920,540

The Group considered the past experience and the default clauses in the sale contracts and believed the commission paid for obtaining a contract is wholly recoverable. Amortization recognized for the three months ended March 31, 2019 and 2018 was $703,442 thousand and $903,958 thousand, respectively.

  • 35 -

23. NON-OPERATING INCOME AND EXPENSES

a. Other income

Interest income
Other income
Other gains and losses, net
Loss on disposal of property, plant and equipment, net
Valuation gain (loss) on financial assets at FVTPL
Valuation gain on financial liabilities at FVTPL
Gain (loss) on foreign exchange
Others
Finance costs
Interest expense
Bank loans

Corporate bonds
Lease liabilities
Others

Less: Capitalized interest


Capitalization rates
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31
2019
2018
$ 15,313
$ 19,029

17,023

16,981
$ 32,336
$ 36,010
For the Three Months Ended
March 31
2019
2018
$ (15,967)
$ (22,131)
3,867
(28,847)
1,819
3,000
1,674
(696)

(799)

(1,560)
$ (9,406)
$ (50,234)
For the Three Months Ended
**March 31 **



2019
$ 46,917

70,804
24,561
11,984

154,266
(1,179)

$ 153,087

1.34%
2018
$ 78,028
61,044
-

18,128
157,200

(1,446)
$ 155,754
1.34%

b. Other gains and losses, net

c. Finance costs

  • 36 -

24. INCOME TAX

a. Income tax recognized in profit or loss

Current income tax expense
Current period

Others


Deferred income tax expense
Temporary differences
Changes in tax rates


Income tax expense
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31





2019
$ 743,262

(17,079)

726,183

65,794
-

65,794

$ 791,977
2018
$ 874,535

(32,893)

841,642
55,998

2,861

58,859
$ 900,501

The corporate income tax rate was adjusted from 17% to 20% after the amendment of the Income Tax Law in the ROC on January 1, 2018. The effect of such tax rate change on deferred income tax was recognized in profit or loss. In addition, the tax rate applicable to the undistributed portion of earnings to be made in 2018 and thereafter will be reduced from 10% to 5%. Tax rates used by the group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.

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

Deferred income tax income
Unrealized loss on financial assets at FVTOCI

Changes in tax rates - Remeasurements from defined benefit
plans


For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31



2019

$ 54,741

-
$ 54,741
2018
$ -
18,302
$ 18,302

c. Income tax examinations

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

Company
TWM
TCC
WMT
TNH
TFN
TT&T
TCCI
TDC
Year
2016
2017
2017
2017
2017
(except 2016 not yet examined by the tax authorities)
2017
2017
2017

(Continued)

  • 37 -
Company
TDS
TPIAC
TFNM
GFMT
GWMT
WTVB
TUI
TID
TKT
YJCTV
MCTV
PCTV
UCTV
GCTV
momo
FLI
FPI
FST
Bebe Poshe
**Year **
2017
2017
2016
2017
2017
2017
2017
2017
2017
2016
2017
2016
2016
2016
2017
2017
2017
2017
2017

(Concluded)

25. EARNINGS PER SHARE


Basic EPS
Profit attributable to owners of the parent

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

Diluted EPS
Profit attributable to owners of the parent
(adjusted for potential effect of common stock)
For the Three Months Ended March 31, 2019 For the Three Months Ended March 31, 2019
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
$ 3,070,973
2,728,656

-
2,260

18,661

88,936
$ 3,089,634

2,819,852
EPS
$ 1.13
$ 1.10
  • 38 -

Basic EPS
Profit attributable to owners of the parent

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

Diluted EPS
Profit attributable to owners of the parent
(adjusted for potential effect of common stock)
For the Three Months Ended March 31, 2018 For the Three Months Ended March 31, 2018
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
$ 3,481,360
2,722,081

-
2,407

18,795

90,662
$ 3,500,155

2,815,150
EPS
$ 1.28
$ 1.24

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. 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 shareholders’ 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.

27. FINANCIAL INSTRUMENTS

a. Categories of financial instruments

Financial assets
Financial assets at FVTPL

Financial assets at FVTOCI (including
current and non-current portions)
Financial assets measured at amortized cost
(including current and non-current
portions) (Note 1)

Total
March 31,
2019
$ 85,341
5,289,097

18,510,819

$ 23,885,257
December 31,
2018
$ 81,474

5,019,631

18,678,535

$ 23,779,640
March 31,
2018
$ 698,807

4,691,325

30,127,959
$ 35,518,091
  • 39 -
Financial liabilities
Financial liabilities measured at amortized
cost (including current and non-current
portions) (Note 2)

Financial liabilities at FVTPL

Total
March 31,
2019
$ 62,185,358

-

$ 62,185,358
December 31,
2018
$ 69,992,701

1,861

$ 69,994,562
March 31,
2018
$ 72,201,655

6,961
$ 72,208,616
  • Note 1: The balances comprise cash and cash equivalents, notes and accounts receivable, other receivables, other financial assets and refundable deposits.

  • Note 2: The balances comprise short-term borrowings, short-term notes and bills payable, payables, bonds payable, long-term borrowings and guarantee deposits.

  • b. Fair value of financial instruments

  • 1) Financial instruments not at fair value

Except for the table below, the Group considers that the book value 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)
March 31, 2019
Carrying
Amount
Fair Value
$ 27,950,511 $ 28,728,732
December 31, 2018
Carrying
Amount
Fair Value
$ 28,918,817 $ 29,495,234
March 31, 2018
Carrying
Amount
Fair Value
$ 21,571,018 $ 22,267,890

The fair value of bonds payable is measured by Level 2 inputs, using a volume-weighted-average price on the OTC 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).

  • 40 -

March 31, 2019

Financial assets at FVTPL
Beneficiary certificates

Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Limited partnerships
Foreign unlisted stocks


Financial liabilities at
FVTPL

December 31, 2018
Financial assets at FVTPL
Beneficiary certificates

Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Limited partnerships
Foreign unlisted stocks


Financial liabilities at
FVTPL
Level 1
$ 85,341

$ 4,567,908
-
-

-

$ 4,567,908

$ -

Level 1
$ 81,474

$ 4,024,556
-
-

-

$ 4,024,556

$ -
Level 2
$ -

$ -

-

-

14,240

$ 14,240

$ -

Level 2
$ -

$ -

-

-

10,125

$ 10,125

$ 1,861
Level 3
$ -

$ -

173,923

503,637

29,389

$ 706,949

$ -

Level 3
$ -

$ -

181,178

775,385

28,387

$ 984,950

$ -
Total
$ 85,341
$ 4,567,908

173,923

503,637

43,629
$ 5,289,097
$ -
Total
$ 81,474
$ 4,024,556

181,178

775,385

38,512
$ 5,019,631
$ 1,861
  • 41 -

March 31, 2018

Financial assets at FVTPL
Beneficiary certificates

Hybrid instruments -
Convertible Notes


Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Limited partnerships
Foreign unlisted stocks


Financial liabilities at
FVTPL
Level 1
$ 217,924

-

$ 217,924

$ 3,621,416
-
-

-

$ 3,621,416

$ -
Level 2
$ -

-

$ -

$ -

-

-

24,288

$ 24,288

$ 6,961
Level 3
$ -

480,883

$ 480,883

$ -

176,640

842,386

26,595

$ 1,045,621

$ -
Total
$ 217,924

480,883
$ 698,807
$ 3,621,416

176,640

842,386

50,883
$ 4,691,325
$ 6,961

There was no transfer between the fair value measurements of Levels 1 and 2 for the three months ended March 31, 2019 and 2018.

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 and funds 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 and put 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:

  • i. Hybrid instruments

Convertible notes were redeemed at maturity in May 2018.

The embedded derivatives instruments of convertible notes are evaluated by using binary tree evaluation models to evaluate fair value, considering significant unobservable inputs are historical volatility of stock prices and liquidity discount rate. As of March 31, 2018, the historical volatility of stock prices was estimated at 43.81%, and the liquidity discount rate was estimated at 5.66%. Assuming all other variables are constant, an increase (or decrease) in the historical volatility of stock prices used in isolation would result in an increase (or decrease) in the liquidity discount rate. There is a positive correlation between historical volatility of stock prices and fair value and a negative correlation between liquidity discount

  • 42 -

rate and fair value. As a result, the fair value is affected by historical volatility of stock prices and liquidity discount rate.

  • ii. Equity instruments

The significant and unobservable input parameter for assessing the unlisted stocks and limited partnerships held by the Group mainly relates to liquidity discount rate. The evaluation of fair value of unlisted stocks is mainly referenced to the same type of companies through the market approach. The fair value of limited partnerships investments was evaluated through the market approach and income approach. The evaluation and assumptions are mainly referenced to related information of comparable market targets and estimated future cash flows. The liquidity discount rate was estimated at 29.6%, 28% and 28% as of March 31, 2019, December 31, 2018 and March 31, 2018, respectively.

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

For the Three Months Ended March 31, 2019

Financial Assets
at FVTOCI -
Equity
Instruments
Balance at January 1, 2019 $ 984,950
Recognized in other comprehensive income (unrealized loss
on financial assets at FVTOCI) (278,001)
Balance at March 31, 2019 $ 706,949

For the Three Months Ended March 31, 2018

Financial Assets Financial Assets
at FVTPL - at FVTOCI -
Convertible Equity
Notes Instruments
Balance at January 1, 2018 $ 490,931
$ 956,286
Recognized in profit or loss (loss on financial assets at
FVTPL) (10,048) -
Recognized in other comprehensive income (unrealized gain
on financial assets at FVTOCI)
-

89,335
Balance at March 31, 2018 $ 480,883
$1,045,621
  • c. Financial risk management

  • 1) The Group’s major financial instruments include equity investments, trade receivables, trade payables, short-term notes and bills 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

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

  • 43 -

  • 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 financial loss. The maximum credit exposure of the aforementioned financial instruments is equal to their carrying amounts recognized in consolidated balance sheet as of the balance sheet date. The 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.

  • 44 -

The Group manages and maintains 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 provisions of loan contracts are all complied with. As of March 31, 2019, December 31, 2018 and March 31, 2018, the Group had unused bank facilities of $65,655,019 thousand, $58,376,758 thousand and $54,328,355 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.

March 31, 2019
Unsecured loans

Secured loans
Short-term notes and
bills payable
Bonds payable
Lease liabilities


December 31, 2018
Unsecured loans

Secured loans
Short-term notes and
bills payable
Bonds payable


March 31, 2018
Unsecured loans

Secured loans
Short-term notes and
bills payable
Bonds payable

Contractual
Cash Flows
Within 1 Year
$ 10,879,686 $ 4,849,143
3,436,151
365,048
4,000,000
4,000,000
29,115,900
4,701,180

9,911,902

3,437,559

$ 57,343,639
$ 17,352,930

$ 18,370,540 $ 12,336,530
3,503,401
366,594
1,500,000
1,500,000

30,130,500

4,701,180

$ 53,504,441
$ 18,904,304

$ 26,721,049 $ 17,689,763
3,717,720
270,553
3,100,000
3,100,000

22,118,310

7,558,010

$ 55,657,079
$ 28,618,326
1-5 Years
$ 6,030,543

1,015,994

-

15,234,720

6,291,753

$ 28,573,010

$ 6,034,010

1,020,143

-

16,249,320

$ 23,303,473

$ 9,031,286

1,040,724

-

14,560,300

$ 24,632,310
More Than 5
Years
$ -

2,055,109

-

9,180,000

182,590
$ 11,417,699
$ -

2,116,664

-

9,180,000
$ 11,296,664
$ -

2,406,443

-

-
$ 2,406,443

5) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, 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.

  • 45 -

a) Exchange rate risk

The Group mainly operates in Taiwan, except for international roaming services. Most of the operating revenues 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
RMB

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

USD
EUR
Non-monetary items
RMB
USD
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
March 31, 2019
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 29,123
4.578
$ 133,323
31,295
30.845
965,322
751
34.68
26,047
158,908
4.578
727,482
17,281
30.845
533,026
3,624
3.929
14,240
121,960
0.974
118,789
19,729
30.845
608,559
108
34.68
3,743
12,556
3.929
49,331
49,326
0.28
13,821
December 31, 2018
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 17,207
4.464
$ 76,812
37,052
30.79
1,140,858
609
35.05
21,323
171,713
4.464
766,529
26,105
30.79
803,772
2,576
3.93
10,125
125,776
0.953
119,889
11,702
30.79
360,320
19
35.05
677
  • 46 -
Foreign currency assets
Monetary items
RMB

USD
EUR
Non-monetary items
RMB
USD
HKD
THB
Foreign currency liabilities
Monetary items
RMB
USD
EUR
March 31, 2018
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 22,056
4.644
$ 102,426
33,731
29.105
981,732
617
35.87
22,124
160,844
4.644
746,964
29,857
29.105
868,981
136,238
3.708
505,171
126,813
0.938
119,002
4,444
4.644
20,638
16,722
29.105
486,694
37
35.87
1,338

The Group’s foreign exchange gains and losses, including realized and unrealized, for the three months ended March 31, 2019 and 2018, were net exchange gain of $1,674 thousand and net exchange loss of $696 thousand, respectively. Due to the variety of 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 $22,462 thousand and $29,881 thousand for the three months ended March 31, 2019 and 2018, respectively.

b) Interest rate risk

The Group issued unsecured corporate bonds and signed facility agreements with banks 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:

March 31, December 31, December 31, March 31,
2019 2018 2018
Fair value interest rate risk
Financial assets $
5,427,534
$ 4,290,492 $
7,412,137
Financial liabilities 40,060,818 33,285,029 32,498,060
Cash flow interest rate risk
Financial assets 2,987,472 3,750,159 2,515,431
Financial liabilities 7,141,843 9,162,674 12,408,607
  • 47 -

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 increased 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 $5,193 thousand and $12,366 thousand for the three months ended March 31, 2019 and 2018, respectively.

  • c) Other market price risk

The exposure to equity price risk is mainly due to holding of stocks and beneficiary certificates. 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.

Sensitivity analysis

If the prices of equity instruments had decreased by 5% (with other factors remaining constant and with the analyses of the two periods on the same basis), profit would have decreased by $4,267 thousand and $34,940 thousand since the fair value of financial assets at FVTPL decreased for the three months ended March 31, 2019 and 2018, respectively, and other comprehensive income would have decreased by $264,455 thousand and $234,566 thousand since the fair value of financial assets at FVTOCI decreased for the three months ended March 31, 2019 and 2018, respectively.

28. 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 Associates TPE Associates kbro Media Associates TVD Shopping Associates ADT Associates Beijing Global JiuSha Media Technology Co., Ltd. Associates (subsidiary of GHS) Beijing YueShih JiuSha Media Technology Co., Ltd. Associates (subsidiary of GHS) Good Image Co., Ltd. Associates (subsidiary of kbro Media) Fubon Life Insurance Co., Ltd. (Fubon Life) Other related parties Fubon Insurance Co., Ltd. (Fubon Ins.) Other related parties Fubon Securities Investment Trust Co., Ltd. (FSIT) Other related parties Fubon Sports & Entertainment Co., Ltd. Other related parties Taipei Fubon Commercial Bank Co., Ltd. (TFCB) Other related parties Fubon Financial Holding Co., Ltd. Other related parties Fubon Life Insurance (HK) Ltd. Other related parties Fubon Securities Co., Ltd. Other related parties

(Continued)

  • 48 -

Nature of Relationship

Related Party

Fubon Futures Co., Ltd. Other related parties Fubon Investment Services Co., Ltd. Other related parties Fubon Marketing Co., Ltd. Other related parties Fu-Sheng Life Insurance Agency Co., Ltd. Other related parties Fu-Sheng General Insurance Agency Co., Ltd. Other related parties Fubon Financial Venture Capital Co., Ltd. Other related parties Fubon Gymnasium Co., Ltd. Other related parties Fubon Asset Management Co., Ltd. Other related parties One Production Film Co., Ltd. Other related parties Fubon Bank (China) Co., Ltd. Other related parties Fubon Land Development Co., Ltd. Other related parties Fubon Property Management Co., Ltd. Other related parties Fubon Real Estate Management Co., Ltd. Other related parties Fubon Hospitality Management Co., Ltd. Other related parties Chung Hsing Constructions Co., Ltd. Other related parties Ming Dong Co., Ltd. Other related parties Fu Yi Health Management Co. Ltd. Other related parties Dao Ying Co., Ltd. Other related parties Fubon Xinji Investment Co., Ltd. Other related parties Mitchiller Media Co., Ltd. Other related parties Dai-Ka Ltd. Other related parties Taiwan Mobile Foundation (TMF) Other related parties Taipei New Horizon Foundation (TNHF) Other related parties Fubon Cultural & Educational Foundation Other related parties Fubon Charity Foundation Other related parties Fubon Art Foundation Other related parties Taipei Fubon Bank Charity Foundation Other related parties Taipei New Horizon Management Agency Other related parties (Concluded)

  • c. Significant transactions with related parties

  • 1) Operating revenue

Associates

Other related parties

For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31


2019
$ 22,955

190,301

$ 213,256
2018
$ 17,133

178,233
$ 195,366

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.

  • 49 -

2) Purchases

For the Three Months Ended March 31

Associates

Other related parties

2019
$ 92,339

128,710

$ 221,049
2018
$ 112,376
232,645
$ 345,021

The entities mentioned above provide logistics, copyright, member service costs 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
Accounts receivable Associates

Accounts receivable
Other related parties

Other receivables
Associates

Other receivables
Other related parties
March 31,
2019
December 31,
2018
$ 5,937
$ 11,249

144,263

126,709

$ 150,200
$ 137,958

$ 102,882
$ 113,187

48,727

59,108

$ 151,609
$ 172,295
March 31,
2018
$ 6,685

124,453
$ 131,138
$ 93,258

31,610
$ 124,868

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

4) Payables due to related parties

Account
Related Party
Categories
Accounts payable
Associates
Accounts payable
Other related parties
Other payables
Other related parties
Prepayments
Other related parties
Fubon Ins.

Others

March 31,
2019
December 31,
2018
$ 82,301
$ 91,266

59,152

88,322

$ 141,453
$ 179,588

$ 44,293
$ 68,150

March 31,
2019
December 31,
2018
$ 46,737
$ 15,467


18,900

-

$ 65,637
$ 15,467
March 31,
2018
$ 81,153

130,398
$ 211,551
$ 115,436
March 31,
2018
$ 80,015

4,125

$ 84,140

5) Prepayments

  • 50 -

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

Other related parties
TFCB

Others

March 31,
2019
December 31,
2018
$ 1,567,033
$ 1,284,174


29,014

23,001

$ 1,596,047
$ 1,307,175
March 31,
2018
$ 1,807,437

3,902
$ 1,811,339

7) Cash equivalents

The Group sold the government bonds with repurchase rights, with the purchased amount of $146,013 thousand, to TFCB for $146,034 thousand, and recognized $21 thousand as interest income for the three months ended March 31, 2019.

  • 8) Financial assets at FVTPL - current

The Group sold the beneficiary certificates, with the purchased amount of $100,000 thousand, to FSIT for $88,184 thousand for the three months ended March 31, 2018. The cumulative losses were $11,816 thousand, and the Group recognized $2,249 thousand as loss in the first quarter of 2018.

  • 9) Lease arrangements

Acquisition of right-of-use assets

For the Three
Months Ended
March 31, 2019
Other related parties $ 8,528
Lease liabilities (including current and non-current portions)
March 31,
2019
Associates $ 11,824
Other related parties 718,885
$ 730,709
Interest expenses
For the Three
Months Ended
March 31, 2019
Associates $ 36
Other related parties 1,593
$ 1,629

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

  • 51 -

10) Others

Guarantee deposits
Other related parties


Other current liabilities - receipts under
custody
Other related parties

Operating expenses
Other related parties
TMF
TNHF
Fubon Life
Others
March 31,
2019
$ 49,839

$ 84,873



December 31,
2018
March 31,
2018
$ 51,548
$ 48,489
$ 69,057
$ 17,138
For the Three Months Ended
**March 31 **
December 31,
2018
March 31,
2018
$ 51,548
$ 48,489
$ 69,057
$ 17,138
For the Three Months Ended
**March 31 **
December 31,
2018
March 31,
2018
$ 51,548
$ 48,489
$ 69,057
$ 17,138
For the Three Months Ended
**March 31 **
December 31,
2018
March 31,
2018
$ 51,548
$ 48,489
$ 69,057
$ 17,138
For the Three Months Ended
**March 31 **



2019
$ 3,825

3,000
74
78,135

$ 85,034
2018
$ 3,315
3,000
35,081

96,389
$ 137,785
  • 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 Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **


2019
$ 78,552


12,448

$ 91,000
2018
$ 79,123

2,310
$ 81,433

29. ASSETS PLEDGED

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

Other current financial assets

Services concessions
Other non-current financial assets

March 31,
2019
December 31,
2018
$ 157,124
$ 160,033

7,104,093
7,148,773

147,084

131,110

$ 7,408,301
$ 7,439,916
March 31,
2018
$ 1,044,139
7,282,812

113,676
$ 8,440,627
  • 52 -

30. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. Unrecognized commitments
Purchases of property, plant and equipment
Purchases of cellular phones
March 31,
2019
December 31,
2018
$ 4,878,808
$ 806,935

$ 2,426,323
$ 1,872,470
March 31,
2018
$ 3,244,768
$ 2,906,989
  • b. As of March 31, 2019, December 31, 2018 and March 31, 2018, the amounts of endorsements and guarantees (provided to group entities) were $21,550,000 thousand, $21,550,000 thousand and $21,619,660 thousand, respectively.

  • c. In accordance with the NCC’s policy and regulations, TWM entered into a contract with First Commercial Bank Co., Ltd., which provides a performance guarantee for advance receipts from prepaid cards and electronic gift certificates, totaling $578,705 thousand and $20,913 thousand, respectively, as of March 31, 2019.

In accordance with the NCC’s policy and regulations, cable television companies should provide performance bonds based on a certain proportion of the advance receipts from their subscribers. As of March 31, 2019, the cable television companies had provided $74,395 thousand as performance bonds, classified as other non-current financial assets.

In accordance with the Ministry of Economic Affairs’ policy and regulations, momo entered into a contract with First Commercial Bank Co., Ltd., which provides a performance guarantee for advance receipts from prepaid bonuses and electronic tickets totaling $75,271 thousand and $25,390 thousand, respectively, as of March 31, 2019.

  • d. 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.

  • 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 will be paid with additional business tax from the signing date of the supplemental agreement; thus, the concession will be increased by $48,750 thousand. The rest of the concession will be paid over 14 years from fiscal year 2015. As of March 31, 2019, $660,156 thousand (tax included) of the concession had been paid.

  • 3) Performance guarantee:

As of March 31, 2019, 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.

  • 53 -

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.

  • e. In May 2015, Far EasTone Telecommunications (“FET”) filed a request for provisional injunction with the Taipei District Court (the “Court”) to prohibit TWM from using a portion of its C1 spectrum block (1715.1-1721.3/1810.1-1816.3 MHz). FET offered a security deposit of $1,048,703 thousand for the Court to bring the requested injunction into effect. The Court granted the request but allowed TWM to provide a counter-security deposit of $927,000 thousand to continue the use of the spectrum block. TWM filed for the counter-security and the use of the C1 spectrum to maintain the status quo, and the counter-security deposit was reclaimed in June 2018. The rights and interests of the subscribers will not be affected. TWM filed a claim in August 2017 to revoke the aforementioned ruling; the revocation was approved by the Taiwan High Court (the “High Court”) in January 2018.

Besides, in August 2015, FET filed a civil statement of complaint with the Court, in which FET claims 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) 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 addition, FET offered a counter-security deposit for the exemption from provisional execution of the sentence, and obtained $791,867 thousand according to the execution decree in May 2018. The amount was recognized under other current assets by TWM.

FET further filed a provisional injunction in April 2016, in which FET claimed that TWM shall apply for the return of the C4 spectrum block to the NCC immediately and TWM shall not use the C1 and C4 spectrum blocks. The Court declared that after FET has provided a collateral of $143,050 thousand, TWM shall apply for the return of the C4 spectrum block to the NCC, and TWM shall be prohibited from the use of the C4 spectrum block; the remainder of FET’s claims were rejected. TWM may provide a counter-security deposit of $547,119 thousand to be exempted from, or to move for the revocation of, the above FET provisional injunction. TWM provided the counter-security deposit so that TWM would not be required to return the C4 spectrum block and could maintain the status quo of its use of the C4 spectrum block, and the counter-security deposit was reclaimed in March 2018. TWM and FET have filed an appeal against the unfavorable portion of the judgment. After the ruling declared by the High Court, TWM and FET both appealed the judgment to the Supreme Court. The Supreme Court dismissed the aforementioned ruling and remanded the cases to the High Court. The provisional

  • 54 -

injunction and aforementioned appeal filed by FET were rejected by the High Court after the remand ruling. FET re-appealed to the Supreme Court, and the Supreme Court rejected the re-appeal in January 2018; thus, the rejection of the provisional injunction filed by FET was the final judgment.

31. SIGNIFICANT EVENTS AFTER REPORTING PERIOD

In April 2019, the Board of Directors of momo resolved that momo would sign the lease agreement of warehouse with Infomedia Inc., with lease terms of 5 years from July 2019. The anticipated amount of acquired right-of-use assets would be $390,073 thousand.

32. OTHERS

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

Employee benefits
Salary

Insurance expenses
Pension
Others
Depreciation

Amortization
For the Three Months Ended March 31 For the Three Months Ended March 31
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 559,729 $ 1,192,700 $ 1,752,429
46,044
105,421
151,465
24,925
52,589
77,514
25,344
65,172
90,516
3,064,283
253,562 3,317,845
757,649
810,285 1,567,934
2018
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 561,084 $ 1,132,980 $ 1,694,064

44,490
98,960
143,450

24,680
51,605
76,285

26,216
66,105
92,321
2,446,896
84,001 2,530,897

800,218 1,008,197 1,808,415

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 $96,063 thousand and $110,663 thousand, and remuneration to directors were $9,606 thousand and $11,066 thousand, which were made by applying the rates to the aforementioned profit before income tax, for the three months ended March 31, 2019 and 2018, respectively.

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

The employees’ compensation and remuneration of directors of 2018 and 2017 shown below were approved by the Board of Directors on January 31, 2019 and February 1, 2018, respectively. The differences with the amounts recognized in the consolidated financial statements have been adjusted in 2019 and 2018, respectively.

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
2018
Employees’
Compensation
Paid in Cash
Remuneration
of Directors
$ 459,368
$ 45,937

$ 432,341
$ 43,234
2017
Employees’
Compensation
Paid in Cash
Remuneration
of Directors
$ 453,359
$ 45,336
$ 438,728
$ 43,873

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

  • 55 -

33. 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: Table 3 (attached) (excluding investments in subsidiaries and associates)

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None

  • 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 4 (attached)

  • 8) Receivables from related parties of at least NT$100 million or 20% of the paid-in capital: Table 5 (attached)

  • 9) Names, locations and related information of investees on which TWM exercised significant influence: Table 6 (attached) (excluding information on investment in Mainland China)

  • 10) Trading in derivative instruments: None

  • 11) Business relationships between the parent and the subsidiaries and significant intercompany transactions: Table 7 (attached)

  • c. Information on investment 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 8 (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: Table 7 (attached)

  • 56 -

34. SEGMENT INFORMATION

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, data mobile services, and fixed-line services.

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

Cable Television: Providing pay TV and cable broadband services.

Others: Business other than telecommunication, retail, and cable television.

Adjustments Adjustments
For the Three Months Telecommuni- Cable and
Ended March 31, 2019 cation Retail Television Others Eliminations Total
Operating revenues
$ 16,568,562
$ 11,735,627
$ 1,552,498 $
147,418 $ (131,432) $ 29,872,673
Operating costs 10,319,724 10,513,795
854,307
86,871 (93,485) 21,681,212
Operating expenses 3,144,255
769,600

195,985
15,059 (49,060) 4,075,839
Net other income and
expenses 115,608
1,514

3,948
2,710 (11,308) 112,472
Profit 3,220,191
453,746

506,154
48,198 (195) 4,228,094
EBITDA (Note) 6,914,436
603,224

800,873
101,205 (9,307) 8,410,431
Adjustments
For the Three Months Telecommuni- Cable and
Ended March 31, 2018 cation Retail Television Others Eliminations Total
Operating revenues
$ 18,472,645
$ 10,183,809
$ 1,599,062 $
141,938 $ (91,135) $ 30,306,319
Operating costs 11,319,951 9,128,917
900,806
87,986 (55,764) 21,381,896
Operating expenses 3,490,157
664,536

209,441
16,483 (48,019) 4,332,598
Net other income and
expenses 153,302
2,610

123
- (9,158) 146,877
Profit 3,815,839
392,966

488,938
37,469 3,490 4,738,702
EBITDA (Note) 6,765,562
463,800

809,330
90,593 44,771 8,174,056

Note: The Group uses EBITDA (Operating income + Depreciation + Amortization expenses of intangible assets) as the measurement for segment profit and the basis of performance assessment.

Geographical information

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

Consolidated geographic information for revenues was as follows:

Taiwan, ROC

Overseas

For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **


2019
$ 29,157,441

715,232

$ 29,872,673
2018
$ 29,516,480

789,839
$ 30,306,319
  • 57 -

TABLE 1

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

FINANCING EXTENDED TO OTHER PARTIES FOR THE THREE MONTHS ENDED MARCH 31, 2019

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (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 ** 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
$ 203,000

-
1.09511%
-
Short-term financing
Short-term financing
$ -

-
Operation requirements
Operation requirements
$ -
-
-
-
$ -
-
$ 36,544,748

36,544,748
$ 36,544,748

36,544,748
Note 2
Note 2
2 WMT TWM
TKT
TFNM
WTVB
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
3,000,000
100,000
2,880,000
600,000

3,000,000

100,000

2,600,000

600,000

2,868,000

-

900,000

355,000
1.09367%-1.09511%
-
1.09489%
1.09422%-1.09522%
Short-term financing
Short-term financing
Short-term financing
Short-term financing

-

-

-

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

8,412,969

8,412,969

8,412,969

8,412,969

8,412,969

8,412,969

8,412,969

8,412,969
Note 2
Note 2
Note 2
Note 2
3 TFN TWM
TCC
Other receivables
Other receivables
Yes
Yes
9,000,000
700,000

9,000,000

700,000

7,150,000

-
1.09378%-1.09511%
-
Short-term financing
Short-term financing

-

-
Operation requirements
Operation requirements
-
-
-
-
-
-

23,881,964

23,881,964

23,881,964

23,881,964
Note 2
Note 2
4 YJCTV TFNM Other receivables Yes 140,000
140,000

140,000
1.09456% Transactions 461,624 - - - -
461,624

461,624
Notes 3 and 4
5 PCTV TFNM Other receivables Yes 520,000
520,000

520,000
1.09456% Transactions 541,553 - - - -
541,553

541,553
Notes 3 and 4
6 GCTV TFNM Other receivables Yes 250,000
250,000

250,000
1.09456% Short-term financing
-
Repayment of financing
-
- -
280,482

280,482
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.

  • 58 -

TABLE 2

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

ENDORSEMENT/GUARANTEE PROVIDED TO OTHER PARTIES FOR THE THREE MONTHS ENDED MARCH 31, 2019

(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
Note 2
Note 2
$ 42,000,000
313,800
$ 21,500,000
50,000
$ 21,500,000
50,000
$ 8,504,925
50,000
$ -
-
32.42
0.08
$ 66,307,909
66,307,909
Y
Y
N
N
N
N
Notes 3 and 4
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.

Note 4: Including US$65,000 thousand.

  • 59 -

TABLE 3

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES) MARCH 31, 2019

(In Thousands of New Taiwan Dollars)

Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account March 31, 2019 March 31, 2019 Note
Units/Shares
(Thousands)
Carrying Value
Percentage of
Ownership
%
Fair Value
TWM
TCC
TFN
TCCI
TUI
TID
TFNM
Stock
Chunghwa Telecom Co., Ltd.
Asia Pacific Telecom Co., Ltd.
Bridge Mobile Pte Ltd.
Limited Partnerships
Grand Academy Investment, L.P.
Starview Heights Investment, L.P.
Stock
Arcoa Communication Co., Ltd.
Stock
Taiwan High Speed Rail Corporation
Stock
TWM
Great Taipei Broadband Co., Ltd.
Stock
TWM
Stock
TWM
Beneficiary Certificates
Dragon Tiger Capital Partners Limited -
Class B
Dragon Tiger Capital Partners Limited -
Class C
-
-
-
-
-
-
-
TWM
-
TWM
TWM
-
-
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
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
2,174
148,255
800
-
-
6,998
90,212
200,497
10,000
410,665
87,590
0.2
0.0335
$ 238,000
1,082,262
29,389
354,656
148,981
91,816
3,247,646
22,355,389
37,275
45,789,179
9,766,236
-
-
0.028
3.45
10
21.67
21.67
5.21
1.6
5.84
6.67
11.96
2.55
0.33
0.056
$ 238,000
1,082,262
29,389
354,656
148,981
91,816
3,247,646
22,355,389
37,275
45,789,179
9,766,236
-
-



Note 1
Note 1




(Continued)

  • 60 -
Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account March 31, 2019 March 31, 2019 Note
Units/Shares
(Thousands)
Carrying Value
Percentage of
Ownership
%
Fair Value
momo Beneficiary Certificates
Fubon Strategic High Income Fund B
Stock
Media Asia Group Holdings Limited
We Can Medicines Co., Ltd.
Other related party
-
-
Current financial assets at FVTPL
Current financial assets at FVTOCI
Non-current financial assets at FVTOCI
9,151
43,668
2,400
$ 85,341
14,240
44,832
-
2.04
7.73
$ 85,341
14,240
44,832

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

Note 2: For the information on investments in subsidiaries and associates, see Table 6 and Table 8 for details.

(Concluded)

  • 61 -

TABLE 4

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 THREE MONTHS ENDED MARCH 31, 2019

(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
TFN
TT&T
TFNM
YJCTV
PCTV
TFN
TT&T
TWM
TWM
YJCTV
PCTV
TFNM
TFNM
Subsidiary
Subsidiary
Ultimate parent
Ultimate parent
Subsidiary
Subsidiary
Parent
Parent
Purchase
Purchase
Sale
Sale
Channel leasing fee
Channel leasing fee
Royalty for copyright
Royalty for copyright
$ 1,240,542
262,844
1,249,581
262,844
106,341
124,084

106,341

124,084
(Note 2)
(Note 2)
52
90
13
15
51
51
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 4
Note 4
Note 4
Note 4
-
-
-
-
Note 4
Note 4
Note 4
Note 4
$ (461,374)
(86,504)
461,374
86,504
-
-
-
-
(Note 3)
(Note 3)
47
91
-
-
-
-
Note 1
Note 1

Note 1: Accounts receivable (payable) was the net amount after being offset.

Note 2: Including operating costs and operating expenses.

Note 3: Including accounts payable and other payables.

Note 4: The companies authorized a related party to deal with the copyright fees for cable television. As said account item is the only one, there is no comparable transaction.

  • 62 -

TABLE 5

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL MARCH 31, 2019

(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
TCC
WMT
TFN
YJCTV
PCTV
GCTV
momo
TWM
TWM
TFNM
WTVB
TWM
TFNM
TFNM
TFNM
TPE
Parent
Parent
Subsidiary
Subsidiary
Ultimate parent
Parent
Parent
Parent
Associate
Other receivables
Other receivables
Other receivables
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
$ 203,390
2,873,955
904,293
355,572
461,374
7,225,408
7,458
140,588
8,469
523,477
3,490
250,693
309
102,630
10.76
5.71
5.60
5.71
4.31
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
2,873,955
904,293
355,572
389,707
24,391
-
-
-
-
-
-
-
102,630
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
  • 63 -

TABLE 6

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 THREE MONTHS ENDED MARCH 31, 2019

(In Thousands of New Taiwan Dollars)

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of March 31, 2019 Balance as of March 31, 2019 Balance as of March 31, 2019 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
March 31,
2019
December 31,
2018
Shares
(Thousands)
Percentage of
Ownership
%
Carrying
Value
TWM
TCC
WMT
TFN
TCCI
TFNM
GFMT
GWMT
TCC
WMT
TNH
ADT
TFN
TT&T
TWM Holding
TCCI
TDC
TDS
TPIAC
TFC
TFNM
GFMT
GWMT
WTVB
momo
TUI
TFN HK Ltd.
TID
TKT
YJCTV
MCTV
PCTV
UCTV
GCTV
kbro Media
UCTV
GCTV
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Hong Kong
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Investment
Investment
Building and operating Songshan Cultural and
Creative Park BOT project
Technology development of mobile payment and
information processing services
Fixed line service provider
Call center service and telephone marketing
Investment
Investment
Mobile phone wholesaling and TV program
production
Commissioned maintenance service
Property insurance agent
Type II telecommunications business
Type II telecommunications business
Investment
Investment
TV program provider
Wholesale and retail sales
Investment
Telecommunications service provider
Investment
Digital music service
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 service, and
entertainment
Cable TV service provider
Cable TV service provider
$ 40,397,288
16,802,000
1,918,655
60,000
21,000,000
56,210
347,951
17,285,441
112,000
25,000
5,000
200,000
5,210,443
16,984
92,189
222,417
8,129,394
22,314,536
2,924
3,602,782
156,900
2,061,522
510,724
3,261,073
1,986,250
1,221,002
292,500
16,218
91,910
$ 40,397,288
16,802,000

1,918,655

60,000
21,000,000

56,210

347,951
17,285,441

112,000

25,000

5,000

5,000

5,210,443

16,984

92,189

222,417

8,129,394
22,314,536

2,924

3,602,782

129,900

2,061,522

510,724

3,261,073

1,986,250

1,221,002

292,500

16,218

91,910

502,970

42,065

191,866

6,000

2,100,000

2,484

-

154,721

11,200

2,500

500

20,000

230,921

1,500

8,945

18,177

63,047

400

1,300

104,712

14,700

33,940

6,248

68,090

169,141

51,733

29,250

1,300

3,825
100
100
49.9
14.4
100
100
100
100
100
100
100
100
100
100
100
100
45.01
100
100
100
100
100
29.53
100
99.22
92.38
32.5
0.76
6.83
$ 21,171,454
21,032,269
1,784,658
5,562
59,705,872
91,339
259,758
30,543,378
115,212
112,622
40,569
197,612
6,900,689
16,807
97,334
356,834
9,523,862
40,228,698
8,242
8,585,645
255,782
1,874,273
646,426
3,374,331
1,970,197
1,270,299
148,914
15,147
95,907
$ 939,874

558,978

21,014

-

911,678

13,175

1,697

(91)

(604)

2,629

12,655

(1,797)

381,136

(71)

924

24,042

395,939

(76)

16

(81)

2,931

(41,290)

15,966

19,141

(976)

14,555

(18,257)

(976)

14,555
$ 940,068

559,131

12,204

(3,073)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
Note 1
Note 1
Note 1
Note 2
Note 2
Notes 2 and 3
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Notes 2 and 4
Note 2
Note 2
Note 2
Note 2
Note 2
Notes 2 and 5
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
(Continued)
  • 64 -
Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of March 31, 2019 Balance as of March 31, 2019 Balance as of March 31, 2019 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
March 31,
2019
December 31,
2018
Shares
(Thousands)
Percentage of
Ownership
%
Carrying
Value
momo
Asian Crown (BVI)
Fortune Kingdom
Honest Development
Asian Crown (BVI)
Honest Development
FLI
FPI
FST
TPE
TVD Shopping
Bebe Poshe
Fortune Kingdom
HK Fubon Multimedia
HK Yue Numerous
British Virgin Islands
Samoa
Taiwan
Taiwan
Taiwan
Taiwan
Thailand
Taiwan
Samoa
Hong Kong
Hong Kong
Investment
Investment
Life insurance agent
Property insurance agent
Travel agent
Logistics industry
Wholesale and retail sales
Wholesale of cosmetics
Investment
Investment
Investment
$ 885,285
670,448
3,000
3,000
6,000
337,860
117,611
85,000
1,132,789
1,132,789
670,448
$ 885,285

670,448

3,000

3,000

6,000

337,860

117,611

85,000

1,132,789

1,132,789

670,448

9,735

21,778

500

500

3,000

16,893

24,150

8,500

11,594

11,594

16,600
81.99
100
100
100
100
17.7
35
85
100
100
100
$ 42,396
805,008
9,343
11,364
50,509
395,772
118,789
81,067
47,241
47,241
805,008
$ (224)

(4,849)

33

395

1,974

37,148

10,257

(1,951)

(188)

(188)

(4,849)
$ -

-

-

-

-

-

-

-

-

-

-
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2

Note 1: Downstream transactions, upstream transactions, and consolidated unrealized gain or loss with intercompany effect are included.

Note 2: The income/loss of the investee was already included in the income/loss of the investor, and is not presented in this table.

Note 3: Held 1 share on March 31, 2019.

Note 4: Non-controlling interests.

Note 5: 70.47% of stocks are held under trustee accounts.

Note 6: For information on investment in Mainland China, see Table 8 for details.

(Concluded)

  • 65 -

TABLE 7

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE THREE MONTHS ENDED MARCH 31, 2019

(In Thousands of New Taiwan Dollars)

Number Company Name Counter-party Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenues or
Total Assets
Account Amount Transaction Terms
0 TWM TFN
TPIAC
momo
TFN
TFNM
TNH
TFN
WMT
TCC
TFN
TKT
TDS
TFNM
TFN
TT&T
TFN
TNH
TFN
momo
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Accounts and notes receivable, net
Accounts and notes receivable, net
Accounts and notes receivable, net
Other receivables
Other receivables
Other non-current assets
Short-term borrowings
Short-term borrowings
Short-term borrowings
Accounts and notes payable
Accounts and notes payable
Accounts and notes payable
Accounts and notes payable
Other payables
Other payables
Lease liabilities - current
Lease liabilities - current
Other current liabilities
Other current liabilities
$ 13,082
37,694
51,726
30,284
42,744
17,918
7,150,000
2,868,000
203,000
62,908
78,894
15,903
11,382
439,976
86,504
31,057
108,205
33,763
12,953
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
-
-
-
-
5%
2%
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 66 -
Number Company Name Counter-party Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenues or
Total Assets
Account Amount Transaction Terms
0 TWM TFN
TNH
YJCTV
GCTV
TFN
TPIAC
momo
TFN
TKT
TDS
TT&T
TNH
TFN
TFN
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Operating revenues
Operating revenues
Operating revenues
Operating costs
Operating costs
Operating costs
Operating expenses
Operating expenses
Operating expenses
Finance costs
$ 28,136
453,507
40,257
19,837
86,955
25,008
92,254
1,239,412
77,302
18,582
262,844
23,107
10,290
19,020
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
-
-
-
-
-
4%
-
-
1%
-
-
-
1 WMT TFNM
WTVB
1
1
Other receivables
Other receivables
904,293
355,572
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
1%
-
2 momo FGE
TFNM
TFNM
1
3
3
Accounts and notes receivable, net
Accounts and notes payable
Operating costs
15,375
15,942
16,041
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
-
3 TFN TFNM
TFNM
TT&T
3
3
3
Accounts and notes receivable, net
Operating revenues
Operating expenses
21,576
35,669
27,998
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
-
(Continued)
  • 67 -
Number Company Name Counter-party Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenues or
Total Assets
Account Amount Transaction Terms
4 TFNM PCTV
YJCTV
UCTV
GCTV
MCTV
PCTV
YJCTV
GCTV
WTVB
PCTV
YJCTV
UCTV
GCTV
WTVB
1
1
1
1
1
1
1
1
3
1
1
1
1
1
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Short-term borrowings
Short-term borrowings
Short-term borrowings
Accounts and notes payable
Operating revenues
Operating revenues
Operating revenues
Operating revenues
Operating costs
$ 38,264
35,971
25,178
23,457
14,801
520,000
140,000
250,000
16,782
134,544
115,736
56,233
51,674
16,782
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: 1. Parent to subsidiary.

  1. Subsidiary to parent.

  2. Between subsidiaries.

Note 2: All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

(Concluded)

  • 68 -

TABLE 8

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INVESTMENTS IN MAINLAND CHINA FOR THE THREE MONTHS ENDED MARCH 31, 2019

(In Thousands of New Taiwan Dollars)

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)
Accumulated
Outflow of
Investment
from Taiwan as
of January 1,
2019
Accumulated
Outflow of
Investment
from Taiwan as
of January 1,
2019
Investment Flows Investment Flows Accumulated
Outflow of
Investment
from
Taiwan as of
March 31, 2019
Net Income
(Loss) of
Investee
%
Ownership
through Direct
or Indirect
Investment
Investment
Income (Loss)
Carrying
Value as of
March 31, 2019
Accumulated
Inward
Remittance of
Earnings as of
March 31, 2019
Note
Outflow Inflow
TWMC
FGE
Haobo
GHS
Mobile application
development and design
Wholesaling
Investment
Wholesaling
$ 92,535
(USD
3,000)
354,795
(RMB 77,500)
50,358
(RMB 11,000)
228,900
(RMB 50,000)
b
b
b
b
$ 150,274
(USD
4,872)
840,494
(USD 14,000)
(RMB 89,267)
-
-
$ -
-

-

-
$ -

-

-

-
$ 150,274
(USD
4,872)

840,494
(USD 14,000)
(RMB 89,267)

-

-
$ 366
(248)

(4,849)

(5,217)
100
76.7
100
20
$ 366
(191)
(4,849)
(6,043)
$ 108,047

31,716

805,008

727,482
$ -

-

-

-
Company Accumulated Investment in
Mainland China as of
March 31, 2019
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
Authorized by Investment
Commission, MOEA
TWM and subsidiaries $1,652,958
(USD18,872, RMB89,267 and
HKD168,539)
$1,652,958
(USD18,872, RMB89,267 and
HKD168,539)
$43,608,590

Note: The investment types are as follows:

a. Direct investment in Mainland China.

b. Indirect investment in Mainland China through a subsidiary in a third place, e.g. TCC and momo.

  • c. Others.

  • 69 -