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TWM Interim / Quarterly Report 2019

Nov 8, 2019

52277_rns_2019-11-08_bfd756b0-a2dc-4fc1-8355-f356422811e5.pdf

Interim / Quarterly Report

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Taiwan Mobile Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Nine Months Ended September 30, 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 (collectively, the “Group”) as of September 30, 2019 and 2018, and the consolidated statements of comprehensive income for the three months and the nine months ended September 30, 2019 and 2018, and the consolidated statement of changes in equity and cash flows for the nine months ended September 30, 2019 and 2018, and the related 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 consolidated financial position of the Group as of September 30, 2019 and 2018, and its consolidated financial performance for the three months and the nine months ended September 30, 2019 and 2018 and its consolidated cash flows for the nine months ended September 30, 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 November 8, 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 30)

Financial assets at fair value through profit or loss
(Note 30)
Financial assets at fair value through other
comprehensive income (Note 7)
Contract assets (Note 23)
Notes and accounts receivable, net (Note 8)
Accounts receivable due from related parties
(Note 30)
Other receivables (Note 30)
Inventories (Note 9)
Prepayments (Note 30)
Assets held for sale
Other financial assets (Notes 30 and 31)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss
Financial assets at fair value through other
comprehensive income (Note 7)
Contract assets (Note 23)
Investments accounted for using equity method
(Notes 10 and 30)
Property, plant and equipment (Note 13)
Right-of-use assets (Notes 14 and 30)
Investment properties (Note 15)
Concessions (Notes 16 and 31)
Goodwill (Note 16)
Other intangible assets (Note 16)
Deferred tax assets
Incremental costs of obtaining a contract (Note 23)
Other financial assets (Notes 30, 31 and 32)
Other non-current assets (Notes 17 and 30)

Total non-current assets
September 30, 2019
(Reviewed)
December 31, 2018
(Audited)
September 30, 2018
(Reviewed)






Amount
%
$ 13,023,288
8

-
-
249,034
-
4,911,308
3
7,585,200
5
155,872
-
2,151,715
2
4,706,877
3
738,341
1
-
-
600,461
-

106,576

-


34,228,672

22

2,500
-
4,786,983
3
3,506,891
2
1,640,080
1
36,990,076
23
9,930,778
6
2,978,278
2
38,414,344
24
15,872,595
10
5,548,621
3
805,778
1

2,243,280
2
208,224
-

1,672,806

1

124,601,234

78



























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
%
$ 5,935,009
4

87,365
-

252,247
-

5,645,634
4

7,669,514
5

128,782
-

1,792,005
1

3,272,541
2

818,268
1

2,571
-

410,161
-

959,692

1

26,973,789

18

-
-

4,819,168
3

3,233,184
2

1,400,912
1

39,477,725
27

-
-

2,991,627
2

41,286,668
28

15,872,595
11

5,773,880
4

818,450
1

3,266,998
2

130,587
-

1,401,914

1
120,473,708

82

TOTAL $ 158,829,906 100 $ 147,667,028 100 $ 147,447,497 100

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 18)

Short-term notes and bills payable (Note 18)
Contract liabilities (Note 23)
Notes and accounts payable
Accounts payable due to related parties (Note 30)
Other payables (Note 30)
Current tax liabilities
Provisions (Note 20)
Lease liabilities (Notes 14, 27 and 30)
Advance receipts
Long-term liabilities, current portion (Notes 18
and 19)
Other current liabilities (Note 30)

Total current liabilities

NON-CURRENT LIABILITIES
Financial liabilities at fair value through
profit or loss
Contract liabilities (Note 23)
Bonds payable (Note 19)
Long-term borrowings (Note 18)
Provisions (Note 20)
Deferred tax liabilities
Lease liabilities (Notes 14, 27 and 30)
Net defined benefit liabilities
Guarantee deposits
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE
PARENT (Note 22)
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 22)

Total equity

TOTAL
September 30, 2019
(Reviewed)
December 31, 2018
(Audited)
September 30, 2018
(Reviewed)










Amount
%
$ 15,670,000
10
1,200,000
1
1,726,286
1
11,897,943
7
180,126
-
8,387,740
5
2,561,672
2
102,327
-
3,525,545
2
119,946
-
4,803,227
3

2,482,571

2


52,657,383

33

-
-
47,871
-
17,214,347
11
8,636,924
5
1,448,562
1
960,745
1
6,373,530
4
471,530
-
1,093,515
1

522,124

-


36,769,148

23


89,426,531

56


34,679,531
22
279,910
-
19,110,633
12
28,922,281
18
95,381
-
10,054,123
6
(26,166)
-

(29,717,344)
(18)

63,398,349
40

6,005,026

4


69,403,375

44

$ 158,829,906
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
%
$ 5,390,773
4

2,398,684
2

1,982,337
1

6,602,305
4

158,444
-

8,998,294
6

2,845,219
2

127,198
-

-
-

101,165
-

9,803,157
7

2,070,579

1

40,478,155

27

1,960
-

59,648
-

29,199,701
20

8,940,274
6

1,389,787
1

916,004
1

-
-

395,711
-

1,003,661
1

585,110

-

42,491,856

29

82,970,011

56

34,208,328
23

191
-

12,299,832
8

27,558,064
19

362,703
-

13,959,072
10

(64,600)
-

(29,717,344)
(20)

58,606,246
40

5,871,240

4

64,477,486

44
$ 147,447,497
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 23, 30 and
36)

OPERATING COSTS (Notes 9, 30, 34 and 36)
GROSS PROFIT FROM OPERATIONS

OPERATING EXPENSES (Notes 30, 34 and
36)
Marketing
Administrative
Expected credit loss

Total operating expenses

OTHER INCOME AND EXPENSES, NET
(Notes 30 and 36)

OPERATING INCOME (Note 36)

NON-OPERATING INCOME AND
EXPENSES
Other income (Notes 24 and 30)
Other gains and losses, net (Notes 24 and 30)
Finance costs (Notes 24 and 30)
Share of profit (loss) of associates accounted
for using equity method

Total non-operating income and
expenses

PROFIT BEFORE TAX
INCOME TAX EXPENSE (Note 25)

NET PROFIT

OTHER COMPREHENSIVE INCOME
(LOSS) (Notes 22 and 25)
Items that will not be reclassified
subsequently to profit or loss
Remeasurements of defined benefit plans
Unrealized gain (loss) on investments in
equity instruments at fair value through
other comprehensive income
Share of other comprehensive income
(loss) of associates accounted for using
equity method
Items that may be reclassified subsequently
to profit or loss
Exchange differences on translation
Share of other comprehensive income
(loss) of associates accounted for using
equity method

Other comprehensive income (loss)
(after tax)

TOTAL COMPREHENSIVE INCOME

NET PROFIT ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


EARNINGS PER SHARE (Note 26)
Basic earnings per share
Diluted earnings per share
For the Three Months Ended September 30 For the Three Months Ended September 30 For the Three Months Ended September 30 **For the Nine Months ** Ended September 30 Ended September 30
2019 2018 2019 2018




















Amount
%
$ 30,825,915 100

22,691,898
74


8,134,017
26

2,593,839
8
1,307,808
4

70,930

-


3,972,577
12


114,973

-


4,276,413
14

146,986
-

(28,175 )
-
(141,920 )
-

(522)

-


(23,631)

-

4,252,782 14

840,738

3


3,412,044
11

-
-
(1,143,034 )
(4 )
269
-
(30,624 )
-

5,822

-


(1,167,567)

(4)

$ 2,244,477

7

$ 3,253,393 11

158,651

-

$ 3,412,044
11

$ 2,098,701
7

145,776

-

$ 2,244,477

7

$ 1.17
$ 1.15





























Amount
%
$ 28,319,973 100

20,179,285
71


8,140,688
29


2,715,117 10

1,224,373
4

116,726

-


4,056,216
14


127,321

-


4,211,793
15


112,130
-

(37,123 )
-

(152,687 )
-

(41)

-


(77,721)

-


4,134,072 15

680,796

3


3,453,276
12


-
-

392,201
1

(3,028 )
-

(26,794 )
-

2,288

-


364,667

1

$ 3,817,943
13

$ 3,273,365 11

179,911

1

$ 3,453,276
12

$ 3,654,386 13

163,557

-

$ 3,817,943
13

$ 1.21
$ 1.16





























Amount
%
$ 90,313,139 100

65,863,707
73


24,449,432
27


7,865,130
9

3,932,546
4

196,059

-


11,993,735
13


374,780

-


12,830,477
14


224,328
-

(66,113 )
-

(433,638 )
-

11,159

-


(264,264)

-


12,566,213 14

2,467,685

3


10,098,528
11


-
-

71,615
-

8,643
-

(13,724 )
-

4,277

-


70,811

-

$ 10,169,339
11

$ 9,530,067 11

568,461

-

$ 10,098,528
11

$ 9,599,403 11

569,936

-

$ 10,169,339
11

$ 3.46
$ 3.39





























Amount
%
$ 87,166,400 100

61,153,521
70

26,012,879
30

8,502,177 10

3,803,663
4

302,196

-

12,608,036
14

490,824

-

13,895,667
16

189,224
-

(97,641 )
-

(453,098 )
-

(7,878)

-

(369,393)

-

13,526,274 16

2,367,946

3

11,158,328
13

18,302
-

239,147
-

(12,062 )
-

(16,380 )
-

(1,236)

-

227,771

-
$ 11,386,099
13
$ 10,551,603 12

606,725

1
$ 11,158,328
13
$ 10,803,473 12

582,626

1
$ 11,386,099
13
$ 3.88
$ 3.76




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
Distribution of 2017 earnings
Legal reserve
Reversal of special reserve
Cash dividends

Total distribution of earnings

Cash dividends from capital surplus
Profit for the nine months ended September 30, 2018
Other comprehensive income (loss) for the nine months
ended September 30, 2018

Total comprehensive income (loss) for the nine months
ended September 30, 2018

Conversion of convertible bonds to common stock
Changes in equity of associates accounted for using equity
method
Changes in percentage of ownership interests in subsidiaries
Cash dividends paid to non-controlling interests of
subsidiaries
Increase in non-controlling interests

BALANCE, SEPTEMBER 30, 2018

BALANCE, JANUARY 1, 2019

Effect of retrospective application

ADJUSTED BALANCE, JANUARY 1, 2019
Distribution of 2018 earnings
Legal reserve
Reversal of special reserve
Cash dividends

Total distribution of earnings

Profit for the nine months ended September 30, 2019
Other comprehensive income (loss) for the nine months
ended September 30, 2019

Total comprehensive income (loss) for the nine months
ended September 30, 2019

Conversion of convertible bonds to common stock
Cash dividends paid to non-controlling interests of
subsidiaries

BALANCE, SEPTEMBER 30, 2019
Equity Attributable to Owners of the Parent Equity Attributable to Owners of the Parent Total
Non-controlling
Interests
$ 59,631,863 $ 5,879,738

3,418,600

(39)


63,050,463
5,879,699

-
-

-
-
(13,610,406)

-

(13,610,406)

-


(1,633,249)
-

10,551,603
606,725

251,870

(24,099)


10,803,473

582,626


1,944
-

4,368
2,409

(10,347)
12,663

-
(616,452)

-

10,295

$ 58,606,246
$ 5,871,240

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

32,605

16,275


61,914,125
6,128,451

-
-

-
-
(15,366,223)

-

(15,366,223)

-


9,530,067
568,461

69,336

1,475


9,599,403

569,936


7,251,044
-

-

(693,361)

$ 63,398,349
$ 6,005,026
Total Equity
$ 65,511,601

3,418,561

68,930,162

-

-
(13,610,406)
(13,610,406)

(1,633,249)

11,158,328

227,771

11,386,099

1,944

6,777

2,316

(616,452)

10,295
$ 64,477,486
$ 67,993,696

48,880

68,042,576

-

-
(15,366,223)
(15,366,223)

10,098,528

70,811

10,169,339

7,251,044

(693,361)
$ 69,403,375
Common Stock
$ 34,208,328

-

34,208,328
-
-

-


-

-
-

-


-

-
-

-
-

-

$ 34,208,328

$ 34,208,519

-

34,208,519
-
-

-


-

-

-


-

471,012

-

$ 34,679,531
Capital
Collected in
Advance
Capital Surplus
$ - $ 13,939,278

-

-


-
13,939,278

-
-

-
-

-

-


-

-


-
(1,633,249)

-
-

-

-


-

-


191
1,753

-
2,397

-
(10,347)

-
-

-

-

$ 191
$ 12,299,832

$ 29,819 $ 12,580,692

-

-


29,819
12,580,692

-
-

-
-

-

-


-

-


-
-

-

-


-

-


250,091
6,529,941

-

-

$ 279,910
$ 19,110,633
Retained Earnings
Legal Reserve Special Reserve
Unappropriated
Earnings
$ 26,138,846 $ 690,034 $ 14,735,424

-

-

3,354,181


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

1,419,218
-
(1,419,218)

-
(327,331)
327,331

-

-
(13,610,406)


1,419,218

(327,331)
(14,702,293)


-
-
-

-
-
10,551,603

-

-

18,186


-

-

10,569,789


-
-
-

-
-
1,971

-
-
-

-
-
-

-

-

-

$ 27,558,064
$ 362,703
$ 13,959,072

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

-

-

32,605


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

1,364,217
-
(1,364,217)

-
(267,322)
267,322

-

-
(15,366,223)


1,364,217

(267,322)
(16,463,118)


-
-
9,530,067

-

-

121


-

-

9,530,188


-
-
-

-

-

-

$ 28,922,281
$ 95,381
$ 10,054,123
Other Equity Interests
Exchange
Unrealized
Gain (Loss) on
Financial Assets
at Fair Value
Through Other
Unrealized
Gain (Loss) on
Available-for-
Differences on
Translation
Comprehensive
Income
sale Financial
Assets
Treasury Stock
$ (16,499) $ - $ (346,204) $ (29,717,344)

-

(281,785)

346,204

-


(16,499)
(281,785)
- (29,717,344)

-
-
-
-

-
-
-
-

-

-

-

-


-

-

-

-


-
-
-
-

-
-
-
-

(9,080)

242,764

-

-


(9,080)

242,764

-

-


-
-
-
-

-
-
-
-

-
-
-
-

-
-
-
-

-

-

-

-

$ (25,579)
$ (39,021)
$ -
$ (29,717,344)

$ (24,398) $ (70,983) $ - $ (29,717,344)

-

-

-

-


(24,398)
(70,983)
- (29,717,344)

-
-
-
-

-
-
-
-

-

-

-

-


-

-

-

-


-
-
-
-

(5,002)

74,217

-

-


(5,002)

74,217

-

-


-
-
-
-

-

-

-

-

$ (29,400)
$ 3,234
$ -
$ (29,717,344)






























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 for:
Depreciation expense
Amortization expense
Amortization of incremental costs of obtaining a contract
Loss on disposal of property, plant and equipment, net
Loss on disposal of intangible assets, net
Expected credit loss
Finance costs
Interest income
Dividend income
Reversal of impairment loss on property, plant and equipment
Share of (profit) 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
Notes and accounts 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
Notes and accounts payable
Accounts payable due to related parties
Other payables
Provisions
Advance receipts
Other current liabilities
Net defined benefit liabilities
Other non-current liabilities

Cash inflows generated from operating activities
Interest received
Interest paid
Income taxes paid
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2019
$ 12,566,213
9,723,595
2,582,492
1,950,516
54,305
-
196,059
433,638
(51,096)
(117,211)
-
(11,159)
(5,209)
6,990
84,864
264,859
(404,063)
(9,962)
(123,992)
(761,214)
(282,081)
810,449
(5,212)
(1,247,514)
(76,623)
5,140,963
538
(1,231,872)
365
8,024
92,532
(39,350)

-

29,549,844
197
(974)

(2,210,403)
2018
$ 13,526,274

7,476,500

2,732,310

2,635,125

56,815

128,002

302,196

453,098

(46,610)

(83,164)

(103,586)

7,878

13,915

1,047

736,265

1,721,226

(11,262)

(25,292)

(9,419)

1,060,823

(319,888)

(763,257)

(5,944)

(1,734,926)

(741,187)

(1,386,017)

28,812

(1,521,691)

(60,637)

12,313

(87,631)

(47,333)

(14,808)

23,929,947

911

(930)

(1,462,925)
(Continued)
  • 6 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

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

Net cash generated from operating activities

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
Acquisition of investments accounted for using equity method
Redemption of convertible notes
Proceeds from capital return of investments accounted for using equity
method
Net cash outflow on acquisition of subsidiaries
Proceeds from capital return of financial assets at fair value through
other comprehensive income
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
Decrease in short-term notes and bills payable
Proceeds from issue of bonds
Repayments of bonds payable
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Increase in guarantee deposits received
Decrease in guarantee deposits received
Cash dividends paid (including paid to non-controlling interests)

Interest paid
Changes in non-controlling interests

Net cash used in financing activities
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30





2019
$ 27,338,664

(5,109,985)
(16,808)
(206,165)
(200,110)
(100,000)
37,146
368
(27,000)
-
-
-
-
(208,262)
204,232
(152,825)
55,090
46,429

185,379


(5,492,511)

5,400,000
(298,700)
-
-
(2,253,000)
(2,824,316)
172,162
(93,114)
(16,059,547)
(362,330)

-

(16,318,845)
2018
$ 22,467,003

(6,068,958)

-

(289,578)

(266,363)

-

39,462

(6)

(20,771)

491,192

31,090

(2,925)

3,149

(244,055)

223,243

(86,107)

2,473,503

46,690

150,645

(3,519,789)

(4,279,522)

(3,196,783)

14,984,564

(2,900,000)

(8,155,042)

-

103,409

(79,275)
(15,860,099)

(261,007)

2,316
(19,641,439)
(Continued)
  • 7 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

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

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2019
$ (2,730)

5,524,578

7,498,710

$ 13,023,288
2018
$ (2,310)

(696,535)

6,631,544
$ 5,935,009

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

(Concluded)

  • 8 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 value-added services.

TWM received a second-generation (“2G”) mobile telecommunications concession operation license issued by the Directorate General of Telecommunications (“DGT”) of the ROC. The license allows TWM to provide services for 15 years from 1997 onwards. The 2G concession license had been renewed by the National Communications Commission (“NCC”) and 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. In July 2019, the Board of Directors resolved that TWM would participate in the fifth-generation (“5G”) mobile spectrum auction held by NCC.

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

2. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors approved the consolidated financial statements on November 8, 2019.

3. APPLICATION 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, 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 did 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 lessee 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.

  • 9 -

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 was 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
  • 10 -

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


Notes and accounts 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
  • 11 -

  • b. The IFRSs issued by International Accounting Standards Board (“IASB”) and endorsed by FSC for application starting from 2020.

New IFRSs
Amendments to IFRS 3 “Definition of a Business”

Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
**Announced by IASB **
January 1, 2020 (Note 1)
January 1, 2020 (Note 2)
  • Note 1: 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 2: 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.

  • c. New IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC.
New IFRSs
Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark
Reform”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”
Effective Date
Announced by IASB (Note)
January 1, 2020
To be determined by IASB
January 1, 2021

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

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.

  • 12 -

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.

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

Investor
Subsidiary
Main Business and
Products

TWM
Taiwan Cellular Co., Ltd.
(TCC)
Investment
Wealth Media Technology
Co., Ltd. (WMT)
Investment
TWM Venture Co., Ltd.
(TVC)
Investment
Taipei New Horizon Co.,
Ltd. (TNH)
Building and operating
Songshan Cultural and
Creative Park BOT
project
TCC
Taiwan Fixed Network
Co., Ltd. (TFN)
Fixed-line service provider
Taiwan Teleservices &
Technologies Co., Ltd.
(TT&T)
Call center service and
telephone marketing
TWM Holding Co., Ltd.
(TWM Holding)
Investment
TCC Investment Co., Ltd.
(TCCI)
Investment
Taiwan Digital
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. (TPIA)
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
Percentage of Ownership
September 30,
2019
December 31,
2018
September 30,
2018
Note
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
-
-
Note 1
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 2
-
100.00%
100.00%
Note 3
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 2
-
100.00%
100.00%
Note 3
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
Note 2
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
29.53%
29.53%
29.53%
Note 4
100.00%
100.00%
100.00%
-
99.22%
99.22%
99.22%
-

(Continued)

  • 13 -
Investor
Subsidiary
Main Business and
Products

TFNM
Globalview Cable TV Co.,
Ltd. (GCTV)
Cable TV service provider
GFMT
UCTV
Cable TV service provider
GWMT
GCTV
Cable TV service provider
momo
Asian Crown International
Co., Ltd. (Asian Crown
(BVI))
Investment
Honest Development Co.,
Ltd. (Honest
Development)
Investment
Fuli Life Insurance Agent
Co., Ltd. (FLI)
Life insurance agent
Fuli Property Insurance
Agent Co., Ltd. (FPI)
Property insurance agent
Fu Sheng Travel Service
Co., Ltd. (FST)
Travel agent
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
September 30,
2019
December 31,
2018
September 30,
2018
Note
92.38%
92.38%
92.38%
-
0.76%
0.76%
0.76%
-
6.83%
6.83%
6.83%
-
81.99%
81.99%
81.99%
-
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%
85.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
93.55%
93.55%
93.55%
-
(Concluded)

Note 1: Set up in September 2019.

Note 2: TCCI, TUI and TID collectively owned 698,752 thousand shares of TWM, representing 19.99% of total outstanding shares as of September 30, 2019.

Note 3: Liquidation procedures were completed in August 2019.

Note 4: The other 70.47% of shares were held under trustee accounts.

  • 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.

  • 14 -

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

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

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.

  • 15 -

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.

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 occurs.

6. CASH AND CASH EQUIVALENTS

September 30, September 30, December 31, December 31, September 30, September 30,
2019 2018 2018
Cash on hand and revolving funds $
152,688
$ 156,900
$ 161,604
Cash in banks 7,955,311 3,603,620 3,064,389
Time deposits 2,167,192 1,588,020 1,157,439
Government bonds with repurchase rights 2,748,097
2,150,170
1,551,577
$ 13,023,288
$ 7,498,710
$ 5,935,009
  • 16 -

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

September 30, September 30, December 31, December 31, September 30, September 30,
2019 2018 2018
Investments in equity instruments-current
Domestic investments
Listed stocks $ 241,260
$ 245,607
$ 239,086
Foreign investments
Unlisted stocks 7,774
10,125
13,161
$ 249,034
$ 255,732
$ 252,247
Investments in equity instruments-non-current
Domestic investments
Listed stocks $ 4,078,476
$ 3,778,949
$ 3,727,723
Unlisted stocks 177,585 181,178 170,953
Foreign investments
Limited partnerships 500,880 775,385 892,616
Unlisted stocks 30,042
28,387
27,876
$ 4,786,983
$ 4,763,899
$ 4,819,168

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. NOTES AND ACCOUNTS RECEIVABLE, NET

September 30, September 30, December 31, December 31, September 30, September 30,
2019 2018 2018
Notes receivable $ 103,797
$ 175,658
$ 58,420
Accounts receivable 7,853,328 7,820,249 8,086,374
Less: Allowance for impairment loss (371,925)
(464,049)
(475,280)
$ 7,585,200
$ 7,531,858
$ 7,669,514

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.

  • 17 -

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:

September 30, 2019

Not Past Due

Gross carrying amount
$ 7,284,358
Loss allowance (Lifetime ECL)

(54,860)


Amortized cost
$ 7,229,498
December 31, 2018
Not Past Due

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

(56,022)

Amortized cost
$ 7,213,491
September 30, 2018
Not past due

Gross carrying amount
$ 7,401,381

Loss allowance (Lifetime ECL)

(56,411)


Amortized cost
$ 7,344,970
Overdue

1 to 120 days
121 to 365 days Over 365 days
$ 480,631
$ 191,796
$ 340


(135,900)

(180,825)

(340)

$ 344,731
$ 10,971
$ -

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
$ 448,708
$ 294,417
$ 288


(143,617)

(274,964)

(288)

$ 305,091
$ 19,453
$ -
Total
$ 7,957,125

(371,925)
$ 7,585,200
Total
$ 7,995,907

(464,049)
$ 7,531,858
Total
$ 8,144,794

(475,280)
$ 7,669,514
  • 18 -

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 Nine Months Ended
September 30
For the Nine Months Ended
September 30


2019
$ 464,049

195,016
31,635
(318,775)

$ 371,925
2018
$ 468,474
315,336
14,427
(322,957)
$ 475,280

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

Amount of accounts receivable sold

Proceeds of the sale of accounts receivable
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30

2019
$ 583,132

$ 35,389
2018
$ 620,643
$ 37,590

9. INVENTORIES

September 30, December 31, September 30,
2019 2018 2018
Merchandise $ 4,699,744
$ 3,936,724
$ 3,259,651
Materials for maintenance
7,133

8,939

12,890
$ 4,706,877
$ 3,945,663
$ 3,272,541

For the three months and the nine months ended September 30, 2019, the cost of goods sold related to the inventories amounted to $15,345,741 thousand and $43,633,227 thousand, respectively, which included the inventory write-down totaling $15,276 thousand and $18,119 thousand, respectively.

For the three months and the nine months ended September 30, 2018, the cost of goods sold related to the inventories amounted to $12,309,216 thousand and $37,281,053 thousand, respectively, which included the inventory write-down totaling $2,962 thousand and $15,083 thousand, respectively.

  • 19 -

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)

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


September 30, 2019
Amount
% of
Owner-
ship

$ 711,017
20.00

397,662
17.70
141,419
32.50
124,391
35.00
5,061
14.40
25,530
15.00

235,000
51.00

$ 1,640,080
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
September 30, 2018















Amount
% of
Owner-
ship
$ 711,823
20.00
382,731
17.70
169,586
32.50
123,998
35.00
12,774
14.40
-
-

-
-
$ 1,400,912

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 17.7% 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 14.4% by subscribing for new stock issued by ADT. TWM still has significant influence on ADT due to having a seat on ADT’s board of directors.

  • 20 -

ADT had resolved December 31, 2018 as the dissolution date. As of September 30, 2019, ADT was still under liquidation procedures.

e. M.E.

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

f. AppWorks

In September 2019, TWM acquired 51% equity interests of AppWorks. Payments for the investments in AppWorks were made on October 1, 2019. TWM has no control over AppWorks due to its holding less than half number of seats on AppWorks’s board of directors. Therefore, TWM only has significant influence on AppWorks and accounts for its investments in AppWorks as an associate of TWM, under the equity-method of accounting.

11. SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS

Subsidiary
momo
Proportion of Non-controlling Interests’
Ownership and Voting Rights
September 30,
2019
December 31,
2018
September 30,
2018
54.99%
54.99%
54.99%

For information on the principal place of business and the company’s country of registration, see Table 7.

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

September 30,
2019
Current assets
$ 9,766,431
Non-current assets
14,650,617
Current liabilities
(9,915,146)
Non-current liabilities

(1,109,929)

Equity
$ 13,391,973

Equity attributable to:
Owners of the parent
$ 9,204,978
Non-controlling interests of momo
4,165,765
Non-controlling interests of momo’s
subsidiaries

21,230

$ 13,391,973
December 31,
2018
September 30,
2018
$ 6,168,249 $ 4,576,887

13,531,769
13,539,750

(5,772,994)
(4,610,340)

(281,454)

(275,807)
$ 13,645,570
$ 13,230,490
$ 9,318,968 $ 9,131,798

4,305,001
4,076,376

21,601

22,316
$ 13,645,570
$ 13,230,490
  • 21 -
For the Three Months Ended
September 30
2019
2018
Operating revenues
$ 12,371,510
$ 9,811,117

Profit
$ 267,015 $ 310,595
Other comprehensive income (loss)
(23,113)

(29,954)

Comprehensive income
$ 243,902
$ 280,641

Profit (loss) attributable to:
Owners of the parent
$ 120,270 $ 140,373
Non-controlling interests of
momo
146,908
171,464
Non-controlling interests of
momo’s subsidiaries

(163)

(1,242)

$ 267,015
$ 310,595

Comprehensive income (loss)
attributable to:
Owners of the parent
$ 110,032 $ 126,771
Non-controlling interests of
momo
134,403
154,852
Non-controlling interests of
momo’s subsidiaries

(533)

(982)

$ 243,902
$ 280,641

Net cash generated from operating activities

Net cash used in investing activities
Net cash used in financing activities

Effect of exchange rate changes

Net increase (decrease) in cash

Dividendspaid to non-controlling interests
For the Three Months Ended
September 30
2019
2018
Operating revenues
$ 12,371,510
$ 9,811,117

Profit
$ 267,015 $ 310,595
Other comprehensive income (loss)
(23,113)

(29,954)

Comprehensive income
$ 243,902
$ 280,641

Profit (loss) attributable to:
Owners of the parent
$ 120,270 $ 140,373
Non-controlling interests of
momo
146,908
171,464
Non-controlling interests of
momo’s subsidiaries

(163)

(1,242)

$ 267,015
$ 310,595

Comprehensive income (loss)
attributable to:
Owners of the parent
$ 110,032 $ 126,771
Non-controlling interests of
momo
134,403
154,852
Non-controlling interests of
momo’s subsidiaries

(533)

(982)

$ 243,902
$ 280,641

Net cash generated from operating activities

Net cash used in investing activities
Net cash used in financing activities

Effect of exchange rate changes

Net increase (decrease) in cash

Dividendspaid to non-controlling interests
For the Three Months Ended
September 30
2019
2018
Operating revenues
$ 12,371,510
$ 9,811,117

Profit
$ 267,015 $ 310,595
Other comprehensive income (loss)
(23,113)

(29,954)

Comprehensive income
$ 243,902
$ 280,641

Profit (loss) attributable to:
Owners of the parent
$ 120,270 $ 140,373
Non-controlling interests of
momo
146,908
171,464
Non-controlling interests of
momo’s subsidiaries

(163)

(1,242)

$ 267,015
$ 310,595

Comprehensive income (loss)
attributable to:
Owners of the parent
$ 110,032 $ 126,771
Non-controlling interests of
momo
134,403
154,852
Non-controlling interests of
momo’s subsidiaries

(533)

(982)

$ 243,902
$ 280,641

Net cash generated from operating activities

Net cash used in investing activities
Net cash used in financing activities

Effect of exchange rate changes

Net increase (decrease) in cash

Dividendspaid to non-controlling interests
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30











2019
2018
$ 35,922,568
$ 29,625,278
$ 974,513 $ 1,036,953

2,891

(43,965)
$ 977,404
$ 992,988
$ 438,768 $ 468,674

535,949
572,479

(204)

(4,200)
$ 974,513
$ 1,036,953
$ 440,184 $ 448,814

537,679
548,221

(459)

(4,047)
$ 977,404
$ 992,988
For the Nine Months Ended
September 30









2019
$ 4,728,601

(195,105)
(1,468,158)
(889)

$ 3,064,449

$ (693,102)
2018
$ 890,682

(630,503)
(1,123,422)

(541)
$ (863,784)
$ (616,090)

12. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

In August 2018, momo and its subsidiaries increased the capital of Asian Crown (BVI) to invest in FGE. Due to non-proportional investment in capital increase (Tong-An Investment Co., Ltd. participated in the capital increase), momo’s ownership percentage in Asian Crown (BVI) increased from 76.26% to 81.99%, and HK Fubon Multimedia’s ownership percentage in FGE increased from 91.30% to 93.55%. The above transactions did not result in losing control of FGE, and were therefore considered as equity transactions.

Proceeds from capital injection

Increase in non-controlling interests due to equity transaction involving subsidiaries

Capital surplus - changes in percentage of equity in subsidiaries
$ 2,316
(12,663)
$ (10,347)
  • 22 -

13. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance, January 1, 2019

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, September 30,
2019

Accumulated depreciation
and impairment
Balance, January 1, 2019

Depreciation
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, September 30,
2019

Carrying amount,
January 1, 2019

Carrying amount,
September 30, 2019

Cost
Balance, January 1, 2018

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, September 30,
2018

Accumulated depreciation
and impairment
Balance, January 1, 2018

Depreciation
Reversal of impairment loss
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, September 30,
2018

Carrying amount,
September 30, 2018
Land
$ 8,289,085
-
3,593
(18,112 )

-

$ 8,274,566

$ 1,662
-
-
-

-

$ 1,662

$ 8,287,423

$ 8,272,904

$ 8,250,857
-
(35,303 )
(2,784 )

-

$ 8,212,770

$ 83,426
-
(81,764 )
-
-

-

$ 1,662

$ 8,211,108
Buildings
$ 5,672,957

1,116

3,891

(22,599 )

-

$ 5,655,365

$ 1,499,982

121,102

1,570

(8,238 )

-

$ 1,614,416

$ 4,172,975

$ 4,040,949

$ 5,552,706

12,098

62,828

(1,164 )

-

$ 5,626,468

$ 1,369,660

118,162

(21,822 )

(5,568 )

(439 )

-

$ 1,459,993

$ 4,166,475
Telecommuni-
cations
Equipment and
Machinery
$ 87,623,044

589,048

3,967,978

(1,068,008 )
(1,915)

$ 91,110,147

$ 64,521,396

5,900,643

-

(1,010,993 )
(1,768)

$ 69,409,278

$ 23,101,648

$ 21,700,869

$ 84,505,063

223,384

4,530,434

(2,737,163 )
(2,004)

$ 86,519,714

$ 59,427,788

6,357,639

-

(1,061 )

(2,655,874 )

(1,723)

$ 63,126,769

$ 23,392,945
Others
Construction in
Progress and
Equipment to
Be Inspected
$ 9,346,834 $ 1,349,217

205,739
4,227,514

99,689
(4,083,218 )

(238,361 )
(38 )
(125)

-

$ 9,413,776
$ 1,493,475

$ 7,402,137 $ -

766,301
-

-
-

(236,436 )
-
(105)

-

$ 7,931,897
$ -

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

$ 1,481,879
$ 1,493,475

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

370,868
4,769,563

339,347
(4,952,728 )

(338,046 )
(1,030 )
(131)

-

$ 9,296,726
$ 1,582,000

$ 6,515,214 $ -

985,743
-

-
-

-
-

(329,334 )
-

(94)

-

$ 7,171,529
$ -

$ 2,125,197
$ 1,582,000
Total
$ 112,281,137

5,023,417

(8,067 )

(1,347,118 )
(2,040)
$ 115,947,329
$ 73,425,177

6,788,046

1,570

(1,255,667 )
(1,873)
$ 78,957,253
$ 38,855,960
$ 36,990,076
$ 108,999,509

5,375,913

(55,422 )

(3,080,187 )
(2,135)
$ 111,237,678
$ 67,396,088

7,461,544

(103,586 )

(6,629 )

(2,985,647 )

(1,817)
$ 71,759,953
$ 39,477,725
  • 23 -

  • 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

  • b. The fair values of parts of TWM’s properties (land and buildings) were measured using Level 3 inputs using income approach and comparative approach by HomeBan Appraisers Joint Firm. As the recoverable amount, fair value less cost to sell, is higher than the carrying amount, an impairment loss is reversed to the extent of the impairment losses that have been recognized in previous years. For the nine months ended September 30, 2018, the reversal of impairment loss of $103,586 thousand was included in other gains and losses in the statement of comprehensive income.

14. LEASE ARRANGEMENTS

  • a. Right-of-use assets - 2019
September 30, September 30,
2019
Carrying amounts
Land $ 564,445
Buildings 8,293,831
Telecommunications equipment and machinery 953,746
Others 118,756
$ 9,930,778
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2019 2019
Additions to right-of-use assets $ 2,939,408
Depreciation charge for right-of-use assets
Land $ 58,608
$ 174,609
Buildings 863,438 2,542,418
Telecommunications equipment and machinery 50,792 153,873
Others 16,046
49,439
$ 988,884
$ 2,920,339
  • 24 -

b. Lease liabilities - 2019

September 30,
2019
Carrying amounts
Current $ 3,525,545
Non-current $ 6,373,530
Range of discount rate for lease liabilities was as follows:
September 30,
2019
Land 0.82%-1%
Buildings 0.82%-5.44%
Telecommunications equipment and machinery 0.86%-4.38%
Others 0.82%-5.44%

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 of the lease terms ranging from 1 to 6 years. The Group does not have bargain purchase options to acquire the leasehold assets at the end of the lease terms. In addition, the Group is prohibited from subleasing all or any portion of the underlying assets without the lessors’ consents. The Group can early terminate the arrangements if there are any controversial or other incidental matters that will cause the leasehold assets not being able to meet the purposes of use.

d. Other lease information

Leases, with respect to the Group’s investment properties, under operating lease arrangements are set out in Note 15.

2019

For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2019 2019
Expenses related to short-term leases $ 9,435
$ 45,259
Expenses related to low-value asset leases $ 18,050
$ 53,063
Expenses related to variable lease payments and not included in
the measurement of lease liabilities $ 10,913
$ 30,777
Total cash outflow for leases $ (3,038,773)

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, no recognition of right-of-use assets and lease liabilities was made for such leases.

As of September 30, 2019, the amount of lease commitments for short-term leases, for which the recognition exemption is applied, is $29,455 thousand.

  • 25 -

2018

Non-cancellable rental payables with respect to operating leases were as follows:

December 31, September 30,
2018 2018
Less than one year $ 3,440,873
$ 3,426,577
Between one and five years 5,876,088 6,007,801
More than five years
41,277

67,377
$ 9,358,238
$ 9,501,755

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

The payments of leases and subleases were as follows:

For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2018 2018
Minimum lease payments $ 945,118
$ 2,842,345
Receipts from subleases (1,805)

(6,694)
$ 943,313
$ 2,835,651

15. 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 by using Level 3 inputs, arising from income approach, comparative approach, and cost approach adopted by a third party real estate appraiser, HomeBan Appraisers Joint Firm. As of September 30, 2019, December 31, 2018 and September 30, 2018, the fair values of investment properties were $6,976,270 thousand, $6,979,581 thousand and $6,804,478 thousand, respectively, and the capitalization rates for the aforementioned financial reporting periods were ranging from 1.32%-5.23%, 1.32%-5.23% and 0.94%-5.23%, respectively.

The amounts of depreciation recognized for the three months and the nine months ended September 30, 2019 and 2018 were $5,068 thousand, $4,999 thousand, $15,210 thousand, and $14,956 thousand, respectively.

  • 26 -

The maturity analysis of lease payments receivable under operating leases of investment properties as of September 30, 2019 was as follows:

September 30, September 30,
2019
Year 1 $ 153,332
Year 2 145,838
Year 3 133,358
Year 4 96,409
Year 5 27,987
Year 6 and thereafter 55,975
$ 612,899

The Group leases out investment properties under operating leases. The future minimum lease-payment receivables under non-cancellable leases as of December 31 and September 30, 2018 are as follows:

December 31, September 30,
2018 2018
Less than one year $ 152,807
$ 153,295
Between one and five years 502,272 524,190
More than five years
79,298

83,962
$ 734,377
$ 761,447

16. INTANGIBLE ASSETS

Cost
Balance, January 1, 2019
Addition
Disposals and retirements
Reclassification
Effect of exchange rate changes
Balance, September 30, 2019
Accumulated amortization
and impairment
Balance, January 1, 2019
Amortization
Disposals and retirements
Effect of exchange rate changes
Balance, September 30, 2019
Carrying amount, January 1, 2019
Carrying amount, September 30, 2019
Cost
Balance, January 1, 2018
Addition
Disposals and retirements
Reclassification
Effect of exchange rate changes
Balance, September 30, 2018
Accumulated amortization
and impairment
Balance, January 1, 2018
Amortization
Disposals and retirements
Effect of exchange rate changes
Balance, September 30, 2018
Carrying amount, September 30, 2018
Conces sions
Service
Concessions
$ 8,180,078

-
-
-

-

$ 8,180,078

$ 1,031,305

134,040
-

-

$ 1,165,345

$ 7,148,773

$ 7,014,733

$ 8,180,078

-

-
-

-

$ 8,180,078

$ 852,586

134,040

-

-

$ 986,626

$ 7,193,452
Goodwill
$ 15,872,595
-
-
-

-
$ 15,872,595
$ -
-
-

-
$ -
$ 15,872,595
$ 15,872,595
$ 15,845,930
26,665
-
-

-
$ 15,872,595
$ -
-
-

-
$ -
$ 15,872,595
Othe r Intangible Asse ts Copyrights
$ 15,222

8,567
-
-

-

$ 23,789

$ 13,538

9,448
-

-

$ 22,986

$ 1,684

$ 803

$ -

4,755
-

5,400

-

$ 10,155

$ -

4,955
-


-

$ 4,955

$ 5,200
Total
$ 75,572,855
146,616
(138,990 )
95,856

(317)
$ 75,676,020
$ 13,397,210
2,582,492
(138,990 )

(252)
$ 15,840,460
$ 62,175,645
$ 59,835,560
$ 85,433,406
259,078
(3,518,128 )
161,665

(332)
$ 82,335,689
$ 20,060,586
2,732,310
(3,390,126 )

(224)
$ 19,402,546
$ 62,933,143
















Concession
Licenses
$ 41,043,375

-
-
-

-

$ 41,043,375

$ 7,663,274

1,980,490
-

-

$ 9,643,764

$ 33,380,101

$ 31,399,611

$ 51,324,375

-
(3,427,000 )
-

-

$ 47,897,375

$ 14,981,287

2,125,254
(3,302,382 )

-

$ 13,804,159

$ 34,093,216














Computer
Software
$ 3,907,630

138,031
(138,990 )
95,856

(317)

$ 4,002,210

$ 3,176,937

356,102
(138,990 )

(252)

$ 3,393,797

$ 730,693

$ 608,413

$ 3,529,068

227,658
(91,128 )
156,265

(332)

$ 3,821,531

$ 2,851,117

365,640
(87,744 )

(224)

$ 3,128,789

$ 692,742
Customer
Relationships
$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,510,663

102,300

-

-

$ 1,612,963

$ 1,143,426

$ 1,041,126

$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,374,263

102,300

-

-

$ 1,476,563

$ 1,177,526
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

18
-
-

-

$ 2,517,884

$ 1,493

112
-

-

$ 1,605

$ 2,516,373

$ 2,516,279

$ 2,517,866

-
-
-

-

$ 2,517,866

$ 1,333

121
-

-

$ 1,454

$ 2,516,412
  • 27 -

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. Concession licenses

In June 2018, TWM returned uplink/downlink 5MHz of bandwidth within the 2100MHz band for the 3G spectrum in advance.

  • b. 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.

  • c. Customer relationships, operating rights, and trademarks

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

  • 1) On April 17, 2007, TFN, one of TWM’s wholly-owned subsidiaries, acquired more than 50% of the former Taiwan Fixed Network Co., Ltd. (formerly “TFN”) through a public tender offer. TWM split the former TFN and its subsidiaries into two cash-generating units, i.e., fixed network 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.

  • 28 -

d. Goodwill

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

September 30,
2019
Telecommunications service
$ 7,238,758
Fixed network service
357,970
Cable television business
3,269,636
Retail business

5,006,231

$ 15,872,595
December 31,
2018
September 30,
2018
$ 7,238,758 $ 7,238,758

357,970
357,970

3,269,636
3,269,636

5,006,231

5,006,231
$ 15,872,595
$ 15,872,595
  • e. 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 September 30, 2019.

17. OTHER NON-CURRENT ASSETS

September 30, September 30, December 31, December 31, September 30, September 30,
2019 2018 2018
Long-term accounts receivable $ 293,960
$ 101,740
$ 75,094
Refundable deposits 627,818 634,512 629,297
Prepayments for investment 100,000 - -
Prepayments for equipment 139,599 29,256 186,065
Others 511,429
509,687
511,458
$ 1,672,806
$ 1,275,195
$ 1,401,914

18. BORROWINGS

  • a. Short-term borrowings
September 30,
2019
Unsecured loans
$ 15,670,000

Annual interest rate
0.65%-0.95%
December 31,
2018
September 30,
2018
$ 10,270,000
$ 5,390,773
0.7%-0.96%
0.7%-5.44%

For the information on endorsements and guarantees, see Note 32(b).

  • 29 -

b. Short-term notes and bills payable

September 30, September 30, December 31, December 31, September 30, September 30,
2019 2018 2018
Short-term notes and bills payable $ 1,200,000
$ 1,500,000
$ 2,400,000
Less: Discount on short-term notes and bills
payable -
(1,008)
(1,316)
$ 1,200,000
$ 1,498,992
$ 2,398,684
Annual interest rate 0.678% 0.788%-0.798% 0.638%-0.658%
Long-term borrowings
September 30, December 31, September 30,
2019 2018 2018
Unsecured loans $ 6,000,000 $ 8,000,000 $ 11,000,000
Secured loans 2,940,209 3,192,674 3,243,499
Less: Current portion (303,285) (2,303,236)
(5,303,225)
$ 8,636,924
$ 8,889,438
$ 8,940,274
Annual interest rate:
Unsecured loans 0.72%-0.79% 0.75%-1.07% 0.72%-1.22%
Secured loans 2.0337% 2.0337% 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.

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 31 for details.

  • 30 -

19. BONDS PAYABLE

September 30,
2019
3rd domestic unsecured straight corporate bonds $ 4,499,942
5th domestic unsecured straight corporate bonds
14,988,270
3rd domestic unsecured convertible bonds
2,226,077
Less: Current portion

(4,499,942)

$ 17,214,347
December 31,
2018
September 30,
2018
$ 4,499,680 $ 8,999,525

14,986,357
14,985,712

9,432,780
9,714,396

(4,499,680)

(4,499,932)
$ 24,419,137
$ 29,199,701
  • a. 3rd domestic unsecured straight corporate bonds

On December 20, 2012, TWM issued $9,000,000 thousand of the 3rd seven-year 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 September 30, 2019, the amount of unamortized bond issue cost was $58 thousand. The trustee of bond holders is Hua Nan Commercial Bank.

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

Year
In the fourth quarter of 2019

Amount
$ 4,500,000
  • b. 4th domestic unsecured straight corporate bonds

On April 25, 2013, TWM issued $5,800,000 thousand of the 4th five-year 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 the 5th domestic unsecured straight corporate bonds. The bonds included five-year and seven-year bonds, with the principal amount of $6,000,000 thousand and $9,000,000 thousand, each having a face value of $10,000 thousand, and coupon rates of 0.848% and 1% per annum, respectively, with simple interest due annually. Repayment will be made in full at maturity. As of September 30, 2019, the amount of unamortized bond issue cost was $11,730 thousand. The trustee of bond holders is Bank of Taiwan.

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

Year
2023

2025

Amount
$ 6,000,000

9,000,000
$ 15,000,000
  • 31 -

  • 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 $99.9 per share since July 15, 2019. 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 September 30, 2019, the amount of unamortized bond discount was $44,123 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
Convertible bonds converted into common stock

Liability component on September 30, 2018

Liability component on January 1, 2019

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

Liability component on September 30, 2019
$ 9,989,130
(400,564)

(35,961)
9,552,605
163,734

(1,943)
$ 9,714,396
$ 9,432,780
44,299
(7,251,002)
$ 2,226,077

As of September 30, 2019, December 31, 2018 and September 30, 2018, the bondholders had requested to convert the bonds at face values of $7,729,800 thousand, $314,200 thousand and $2,000 thousand, respectively.

  • 32 -

20. PROVISIONS

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

Provision

Payment/Reversal

Unwinding of discount


Balance, September 30, 2019

Balance, January 1, 2018

Provision

Payment/Reversal

Unwinding of discount


Balance, September 30, 2018
September 30,
2019
December 31,
2018
September 30,
2018
$ 1,187,488
$ 1,184,823
$ 1,187,282
310,225
268,536
254,745

53,176

67,929

74,958
$ 1,550,889
$ 1,521,288
$ 1,516,985

$ 102,327
$ 120,334
$ 127,198

1,448,562

1,400,954

1,389,787
$ 1,550,889
$ 1,521,288
$ 1,516,985
Restoration
Decom-
missioning
Warranties
Total


$ 1,184,823 $ 268,536 $ 67,929 $ 1,521,288
38,309
37,675
54,918
130,902
(38,810)
(1,714)
(69,671)
(110,195)

3,166

5,728

-

8,894
$ 1,187,488
$ 310,225
$ 53,176
$ 1,550,889
$ 1,208,093 $ 213,372 $ 128,412 $ 1,549,877
42,028
36,720
71,821
150,569
(66,934)
-
(125,275)
(192,209)

4,095

4,653

-

8,748
$ 1,187,282
$ 254,745
$ 74,958
$ 1,516,985

21. 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 provisions, the Group’s contributions to the pension plans amounted to $77,791 thousand and $76,422 thousand for the three months ended September 30, 2019 and 2018, respectively, and $232,076 thousand and $228,845 thousand for the nine months ended September 30, 2019 and 2018, respectively.

b. Defined benefit plan

The Group recognized pension amounts of $1,967 thousand and $1,996 thousand for the three months ended September 30, 2019 and 2018, respectively, and $5,904 thousand and $5,988 thousand for the nine months ended September 30, 2019 and 2018, respectively, by using the actuarially determined pension cost rate.

  • 33 -

22. EQUITY

a. Common stock

As of September 30, 2019, December 31, 2018, and September 30, 2018, TWM’s authorized capital was $60,000,000 thousand and capital issued and outstanding were $34,679,531 thousand, $34,208,519 thousand and $34,208,328 thousand, respectively, divided into 3,467,953 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 September 30, 2019, December 31, 2018, and September 30, 2018, the bondholders of the 3rd domestic unsecured convertible bonds had requested to convert the bonds into 75,111 thousand, 3,001 thousand and 19 thousand common stocks, respectively. TWM recognized 27,991 thousand, 2,982 thousand and 19 thousand of common stocks, respectively, as capital collected in advance, totaling $279,910 thousand, $29,819 thousand and $191 thousand, respectively. TWM would complete the related corporate registrations after the issuance of new stocks on the record date in accordance with the regulations.

b. Capital surplus

September 30,
2019
Additional paid-in capital from convertible
corporate bonds
$ 13,190,698
Treasury stock transactions
5,159,704
Difference between consideration and
carrying amount arising from the disposal
of subsidiaries’ stock
85,965
Changes in equity of subsidiaries
501,215
Convertible bonds payable options
90,936
Changes in equity of associates accounted for
using equity method
48,147
Others

33,968

$ 19,110,633
December 31,
2018
September 30,
2018
$ 6,363,714 $ 6,077,348

5,159,704
5,159,704
85,965
85,965

501,215
501,215

387,979
400,484

48,147
42,164

33,968

32,952
$ 12,580,692
$ 12,299,832

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.

  • 34 -

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 appropriations of earnings for 2018 and 2017 which have been resolved in the AGM on June 12, 2019 and 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


$ 5.54897 $ 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.

  • 35 -

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

(6,883)
-
-
Changes in fair value of
financial assets at FVTOCI

-
14,078
-
Changes in other
comprehensive income (loss)
of associates accounted for
using equity method

1,881
4,910
-
Income tax effect

-

55,229

-


Balance, September 30, 2019
$ (29,400)
$ 3,234
$ -


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

(8,416)
-
-
Changes in fair value of
financial assets at FVTOCI

-
271,627
-

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

(664)
(7,970)
-
Income tax effect

-
(20,893)

-


Balance, September 30, 2018
$ (25,579)
$ (39,021)
$ -
Total
$ (95,381)
(6,883)
14,078
6,791

55,229
$ (26,166)
$(362,703)
64,419
(298,284)
(8,416)
271,627
(8,634)
(20,893)
$ (64,600)

e. Treasury stock

As of September 30, 2019, December 31, 2018 and September 30, 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 $78,260,179 thousand, $74,417,046 thousand and $76,513,300 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.

  • 36 -

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 of defined benefit plans
Changes in ownership interests in subsidiaries
Cash dividends paid to non-controlling interests of subsidiaries
Increase in non-controlling interest

Ending balance
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2019
$ 6,112,176

16,275

6,128,451
568,461
(6,841)
2,308
6,008
-
-
-

(693,361)
-

$ 6,005,026
2018
$ 5,879,738

(39)
5,879,699
606,725

(7,964)
(11,587)
(4,694)
2,409
146
12,663

(616,452)

10,295
$ 5,871,240

23. 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
September 30
2019
2018
$ 11,988,429 $ 12,878,147
17,005,817
13,598,615
1,485,483
1,547,668

346,186

295,543

$ 30,825,915
$ 28,319,973
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2019
$ 11,988,429
17,005,817
1,485,483

346,186

$ 30,825,915



2019
$ 36,399,014
48,393,382
4,498,930

1,021,813

$ 90,313,139
2018
$ 40,613,970
40,995,699
4,654,480

902,251
$ 87,166,400

a. Contract information

Please refer to Note 36 and to Note 4 to the consolidated financial statements for the year ended December 31, 2018.

  • 37 -

b. Contract balances

September 30, December 31, September 30,
2019 2018 2018
Contract assets
Bundle sales $ 8,490,267
$ 8,755,126
$ 8,954,737
Less: Allowance for impairment loss
(72,068)

(74,250)

(75,919)
$ 8,418,199
$ 8,680,876
$ 8,878,818
Current $ 4,911,308
$ 5,472,357
$ 5,645,634
Non-current
3,506,891

3,208,519

3,233,184
$ 8,418,199
$ 8,680,876
$ 8,878,818

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

The Group measures the loss allowance for contract assets at an amount equal to lifetime ECLs. The contract assets will be transferred to accounts receivable when the corresponding invoice is billed to the client, and the contract assets have substantially the same risk as the trade receivables. Therefore, the Group concluded that the expected loss rates for trade receivables can be applied to the contract assets.

September 30, December 31, September 30,
2019 2018 2018
Contract liabilities
Telecommunications and value-added
services $ 1,040,291
$ 1,235,446
$ 1,188,558
Sales of goods 24,344 141,343 99,818
Cable TV and broadband services 695,596 694,228 729,762
Others
13,926

15,920

23,847
$ 1,774,157
$ 2,086,937
$ 2,041,985
Current $ 1,726,286
$ 2,030,793
$ 1,982,337
Non-current
47,871

56,144

59,648
$ 1,774,157
$ 2,086,937
$ 2,041,985

The changes in balances of contract assets and contract liabilities primarily result from the timing difference between the satisfaction of performance obligation and the payments collected from customers.

c. Assets related to contract costs

September 30, December 31, September 30,
2019 2018 2018
Incremental costs of obtaining a
contract - non-current $ 2,243,280
$ 2,946,282
$ 3,266,998

The Group considered the past experience and the default clauses in the sale contracts and believed the commission and the subsidy paid for obtaining a contract are wholly recoverable, therefore, such costs are capitalized. Amortization recognized for the three months ended September 30, 2019 and 2018 were $593,316 thousand and $809,496 thousand, respectively, and for the nine months ended September 30, 2019 and 2018 were $1,950,516 thousand and $2,635,125 thousand, respectively.

  • 38 -

24. NON-OPERATING INCOME AND EXPENSES

a. Other income

Interest income

Dividend income
Other income


b. Other gains and losses, net
Loss on disposal of property,
plant and equipment, net

Loss on disposal of intangible
assets, net
Valuation gain (loss) on
financial assets at FVTPL
Valuation gain on financial
liabilities at FVTPL
Reversal of impairment loss on
property, plant and
equipment
Gain (loss) on foreign exchange
Others

For the Three Months Ended
September 30
2019
2018
$ 16,826
$ 12,901

110,773
78,083

19,387

21,146

$ 146,986
$ 112,130

For the Three Months Ended
September 30
2019
2018
$ (16,768) $ (25,116)
-
(3,384)
(580)
538
-
3,000
-
-

(10,094)
(9,664)

(733)

(2,497)

$ (28,175)
$ (37,123)
For the Three Months Ended
September 30
2019
2018
$ 16,826
$ 12,901

110,773
78,083

19,387

21,146

$ 146,986
$ 112,130

For the Three Months Ended
September 30
2019
2018
$ (16,768) $ (25,116)
-
(3,384)
(580)
538
-
3,000
-
-

(10,094)
(9,664)

(733)

(2,497)

$ (28,175)
$ (37,123)
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2019
2018
$ 51,096
$ 46,610
117,211
83,164

56,021

59,450
$ 224,328
$ 189,224
For the Nine Months Ended
September 30



2019
$ (16,768)
-
(580)
-
-

(10,094)

(733)

$ (28,175)




2019
$ (54,305)

-

3,390
1,819
-

(14,546)

(2,471)

$ (66,113)
2018
$ (56,815)
(128,002)
(21,915)
8,000
103,586

2,999

(5,494)
$ (97,641)

c. Finance costs

Interest expense
Bank loans

Corporate bonds
Lease liabilities
Others

Less: Capitalized interest


Capitalization rates
For the Three Months Ended
September 30
2019
2018
$ 52,094
$ 55,914

58,803
89,122
24,600
-

7,741

9,124

143,238
154,160

(1,318)

(1,473)

$ 141,920
$ 152,687

1.34%
1.34%
For the Three Months Ended
September 30
2019
2018
$ 52,094
$ 55,914

58,803
89,122
24,600
-

7,741

9,124

143,238
154,160

(1,318)

(1,473)

$ 141,920
$ 152,687

1.34%
1.34%
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2019
$ 52,094

58,803
24,600

7,741

143,238

(1,318)

$ 141,920

1.34%



2019
$ 135,795

196,773
73,408

31,368

437,344

(3,706)

$ 433,638

1.34%
2018
$ 186,166
232,980
-

38,653
457,799

(4,701)
$ 453,098
1.34%
  • 39 -

25. INCOME TAX

a. Income tax recognized in profit or loss

Current income tax expense
Current period

Prior years’ adjustment
Others


Deferred income tax expense
Temporary differences
Changes in tax rates


Income tax expense
For the Three Months Ended
September 30
2019
2018
$ 812,556 $ 652,894
1,959
-

-

(10,198)


814,515

642,696

26,223
38,100

-

-


26,223

38,100

$ 840,738
$ 680,796
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30





2019
$ 812,556
1,959

-


814,515

26,223

-


26,223

$ 840,738







2019
$ 2,347,933

49,670

(17,079)


2,380,524


87,161

-


87,161

$ 2,467,685
2018
$ 2,312,996

(85,060)

(42,451)

2,185,485

180,499

1,962

182,461
$ 2,367,946

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 has been 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 expense
(income)
Unrealized (gain) loss on
financial assets at
FVTOCI
Changes in tax rates -
Remeasurements of
defined benefit plans
Income tax expense (income)
For the Three Months Ended
September 30
2019
2018
$ (2,470)
$ 2,087

-

-
$ (2,470)
$ 2,087
For the Three Months Ended
September 30
2019
2018
$ (2,470)
$ 2,087

-

-
$ (2,470)
$ 2,087
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2019
$ (2,470)


-

$ (2,470)


2019
$ (55,229)


-

$ (55,229)
2018
$ 20,893
(18,302)
$ 2,591
  • 40 -

c. Income tax examinations

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

Company
TWM
TCC
WMT
TNH
TFN
TT&T
TCCI
TDC
TDS
TPIA
TFNM
GFMT
GWMT
WTVB
TUI
TID
TKT
YJCTV
MCTV
PCTV
UCTV
GCTV
momo
FLI
FPI
FST
Bebe Poshe
Year
2017
2017
2017
2017
2017
2017
2017
2019
(except 2018 not yet examined and assessed)
2017
2017
2016
2017
2017
2017
2017
2017
2017
2016
2017
2016
2016
2016
2017
2017
2017
2017
2017

26. 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
September 30, 2019
For the Three Months Ended
September 30, 2019
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
$ 3,253,393
2,786,849
-
2,683

7,460

33,068
$ 3,260,853

2,822,600
EPS
$ 1.17
$ 1.15
  • 41 -
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)

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)

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
September 30, 2018
For the Three Months Ended
September 30, 2018
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
EPS
$ 3,273,365
2,722,081$ 1.21
-
3,058

19,381

95,511
$ 3,292,746

2,820,650
$ 1.16
For the Nine Months Ended
September 30, 2019
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
EPS
$ 9,530,067
2,754,546$ 3.46
-
3,144

42,480

65,371
$ 9,572,547

2,823,061
$ 3.39
For the Nine Months Ended
September 30, 2018
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
$ 10,551,603
2,722,081
-
3,520

58,263

95,511
$ 10,609,866

2,821,112
EPS
$ 3.88
$ 3.76
  • 42 -

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.

27. CASH FLOW INFORMATION

Changes in liabilities arising from financing activities:

For the Nine Months Ended September 30, 2019

Opening Balance

Lease liabilities (including
current and non-current
portions)
$ 9,980,846
Cash Flows
$ (2,897,338)
Non-cash Changes
New Leases
Others
Closing Balance
$ 2,924,220
$ (108,653)
$ 9,899,075
New Leases
$ 2,924,220

28. 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.

29. FINANCIAL INSTRUMENTS

a. Categories of financial instruments

September 30,
2019
Financial assets
Financial assets at FVTPL (including current
and non-current portions)
$ 2,500
Financial assets at FVTOCI (including
current and non-current portions)
5,036,017
Financial assets measured at amortized cost
(including current and non-current
portions) (Note 1)

24,646,538

Total
$ 29,685,055
December 31,
2018
September 30,
2018
$ 81,474 $ 87,365

5,019,631
5,071,415

18,678,535

16,770,449
$ 23,779,640
$ 21,929,229
  • 43 -
September 30,
2019
Financial liabilities
Financial liabilities measured at amortized
cost (including current and non-current
portions) (Note 2)
$ 69,833,028
Financial liabilities at FVTPL

-

Total
$ 69,833,028
December 31,
2018
September 30,
2018
$ 69,992,701 $73,080,403

1,861

1,960
$ 69,994,562
$73,082,363
  • 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, other financial liabilities (classified as other current liabilities), 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)
September 30, 2019
Carrying
Amount
Fair Value
$ 21,714,289 $ 22,082,667
December 31, 2018
Carrying
Amount
Fair Value
$ 28,918,817 $ 29,495,234
September 30, 2018
Carrying
Amount
Fair Value
$ 33,699,633 $ 34,516,174

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).

  • 44 -

September 30, 2019

Financial assets at FVTPL
Equity instruments
Limited partnerships

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
$ -

$ 4,319,736
-
-

-

$ 4,319,736

$ -

Level 1
$ 81,474

$ 4,024,556
-
-

-

$ 4,024,556

$ -
Level 2
$ -

$ -

-

-

7,774

$ 7,774

$ -

Level 2
$ -

$ -

-

-

10,125

$ 10,125

$ 1,861
Level 3
$ 2,500

$ -

177,585

500,880

30,042

$ 708,507

$ -

Level 3
$ -

$ -

181,178

775,385

28,387

$ 984,950

$ -
Total
$ 2,500
$ 4,319,736

177,585

500,880

37,816
$ 5,036,017
$ -
Total
$ 81,474
$ 4,024,556

181,178

775,385

38,512
$ 5,019,631
$ 1,861
  • 45 -

September 30, 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
$ 87,365

$ 3,966,809
-
-

-

$ 3,966,809

$ -
Level 2
$ -

$ -

-

-

13,161

$ 13,161

$ 1,960
Level 3
$ -

$ -

170,953

892,616

27,876

$ 1,091,445

$ -
Total
$ 87,365
$ 3,966,809

170,953

892,616

41,037
$ 5,071,415
$ 1,960

There was no transfer between the fair value measurements of Levels 1 and 2 for the nine months ended September 30, 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. 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 rates were estimated at 29.6%, 28% and 28% as of September 30, 2019, December 31, 2018 and September 30, 2018, respectively.

  • 46 -

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

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

For the Nine Months Ended September 30, 2019

Financial Assets Financial Assets Financial Assets
at FVTPL - at FVTOCI -
Equity Equity
Instruments Instruments
Balance at January 1, 2019 $
-
$ 984,950
Additions 2,500 -
Recognized in other comprehensive income (unrealized loss
on financial assets at FVTOCI) -
(276,443)
Balance at September 30, 2019 $
2,500
$ 708,507

For the Nine Months Ended September 30, 2018

Financial Assets Financial Assets 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 (gain on financial assets at
FVTPL) 261 -
Recognized in other comprehensive income (unrealized gain
on financial assets at FVTOCI) - 138,308
Redemption (491,192) -
Capital return -
(3,149)
Balance at September 30, 2018 $ -
$ 1,091,445
  • 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

  • 47 -

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

  • 2) Risk management framework

  • a) Decision-making mechanism

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

  • b) Risk management policies

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

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

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

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

  • c) Monitoring mechanism

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

3) Credit risk

Credit risk refers to the risk that a counterparty would default on its contractual obligations resulting in 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.

  • 48 -

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 September 30, 2019, December 31, 2018 and September 30, 2018, the Group had unused bank facilities of $52,491,122 thousand, $58,376,758 thousand and $60,732,991 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.

September 30, 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


September 30, 2018
Unsecured loans

Secured loans
Short-term notes and
bills payable
Bonds payable

Contractual
Cash Flows
Within 1 Year
$ 21,764,588 $ 15,734,763
3,193,787
361,957
1,200,004
1,200,004
22,574,020
4,701,180

10,073,738

3,608,086

$ 58,806,137
$ 25,605,990

$ 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

$ 16,506,412 $ 10,460,685
3,581,925
268,479
2,400,000
2,400,000

35,063,300

4,761,480



$ 57,551,637
$ 17,890,644
1-5 Years
$ 6,029,825

999,562

-

8,782,840

6,385,303

$ 22,197,530

$ 6,034,010

1,020,143

-

16,249,320

$ 23,303,473

$ 6,045,727
1,032,426

-

21,121,820


$ 28,199,973
More Than 5
Years
$ -

1,832,268

-

9,090,000

80,349
$ 11,002,617
$ -

2,116,664

-

9,180,000
$ 11,296,664
$ -
2,281,020

-

9,180,000
$ 11,461,020

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.

  • 49 -

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.

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
September 30, 2019
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 28,133
4.356
$ 122,549
53,841
31.02
1,670,089
1,152
33.87
39,004
163,227
4.356
711,017
17,115
31.02
530,922
1,965
3.956
7,774
121,892
1.021
124,391
20,075
31.02
622,697
185
33.87
6,279
9,809
3.956
38,805
39,580
0.288
11,389
  • 50 -
Foreign currency assets
Monetary items
RMB

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

USD
EUR
Non-monetary items
RMB
USD
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
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
September 30, 2018
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 15,587
4.447
$ 69,316
32,960
30.59
1,008,245
497
35.81
17,814
160,068
4.447
711,823
30,091
30.59
920,492
3,362
3.914
13,161
130,731
0.949
123,998
13,660
30.59
417,860
1,001
35.81
35,836

Please refer to Note 24(b) for the information related to the Group’s realized and unrealized foreign exchange gains (losses) for the three months and the nine months ended September 30, 2019 and 2018, respectively. Due to the variety of foreign currency transactions and functional currencies, the Group could not disclose the foreign exchange gains (losses) for each foreign currency with significant influence.

  • 51 -

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 $57,624 thousand and $32,084 thousand for the nine months ended September 30, 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:

September 30, September 30, December 31, December 31, September 30, September 30,
2019 2018 2018
Fair value interest rate risk
Financial assets $ 5,565,428 $ 4,290,492 $ 3,111,565
Financial liabilities 45,657,287 33,285,029 37,783,922
Cash flow interest rate risk
Financial assets 8,054,962 3,750,159 3,137,496
Financial liabilities 9,540,209 9,162,674 8,234,271

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 $5,570 thousand and $19,113 thousand for the nine months ended September 30, 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 $125 thousand and $4,368 thousand since the fair value of financial assets at FVTPL decreased for the nine months ended September 30, 2019 and 2018, respectively, and other comprehensive income would have decreased by $251,801 thousand and $253,571 thousand since the fair value of financial assets at FVTOCI decreased for the nine months ended September 30, 2019 and 2018, respectively.

  • 52 -

30. 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 M.E. Associates AppWorks Associates Beijing Global JiuSha Media Technology Co., Ltd. Associates (subsidiary of GHS) Beijing Global Zhiqun Trading Co., Ltd. Associates (subsidiary of GHS) Beijing YueShih JiuSha Media Technology Co., Ltd. Associates (subsidiary of GHS) GHS Trading 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 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 (not a related party since August 2019) Far Eastern Memorial Hospital Other related parties Dai-Ka Ltd. Other related parties

(Continued)

  • 53 -

Nature of Relationship

Related Party

Chen Feng Investment Ltd. Other related parties Chen Yun Co., 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 Key management Chairman, directors, general manager, managers, etc.

(Concluded)

  • c. Significant transactions with related parties

  • 1) Operating revenue

Associates

Other related parties

For the Three Months Ended
September 30
2019
2018
$ 15,183
$ 15,073


243,662

237,630

$ 258,845
$ 252,703
For the Three Months Ended
September 30
2019
2018
$ 15,183
$ 15,073


243,662

237,630

$ 258,845
$ 252,703
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2019
$ 15,183


243,662

$ 258,845


2019
$ 60,232


660,656

$ 720,888
2018
$ 53,425

615,058
$ 668,483

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

2) Purchases

Associates

Other related parties

For the Three Months Ended
September 30
2019
2018
$ 191,478
$ 98,357


86,450

193,452

$ 277,928
$ 291,809
For the Three Months Ended
September 30
2019
2018
$ 191,478
$ 98,357


86,450

193,452

$ 277,928
$ 291,809
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2019
$ 191,478


86,450

$ 277,928


2019
$ 381,980


295,937

$ 677,917
2018
$ 307,651

671,177
$ 978,828

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.

  • 54 -

3) Receivables due from related parties

Related Party September 30, September 30, December 31, December 31, September 30, September 30,
Account Categories 2019 2018 2018
Accounts receivable Associates $ 11,889
$
11,249
$ 4,288
Accounts receivable Other related parties 143,983
126,709
124,494
$ 155,872
$
137,958

$
128,782
Other receivables Associates $ 109,435
$
113,187

$
93,308
Other receivables Other related parties 110,254
59,108
45,939
$ 219,689
$
172,295

$
139,247

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

4) Payables due to related parties

Related Party September 30, September 30,
December 31,

December 31,
September 30, September 30,
Account Categories 2019 2018 2018
Accounts payable Associates $ 111,406 $ 91,266 $
83,211
Accounts payable Other related parties 68,720 88,322 75,233
$ 180,126 $ 179,588 $ 158,444
Other payables Other related parties $
17,249
$ 60,216 $
63,136
5) Prepayments
September 30, December 31, September 30,
2019 2018 2018
Other related parties $ 29,386
$ 15,467
$ 33,043
  • 6) Bank deposits, time deposits and other financial assets (including current and non-current portions)
September 30, December 31, September 30,
2019 2018 2018
Other related parties
TFCB $ 7,150,605
$ 1,284,174
$ 1,231,716
Others
16,864

23,001

89,461
$ 7,167,469
$ 1,307,175
$ 1,321,177
  • 55 -

7) Cash equivalents

For the Nine Months Ended September 30, 2019

Related Party
Target
Purchase Price
TFCB
Government bonds
with repurchase
rights
$ 146,013
Proceeds
$ 146,034
Interest
Income
$ 21
  • 8) Financial assets at FVTPL - current

For the Three Months and the Nine Months Ended September 30, 2019

Related Party
Target
Purchase Price
FSIT
Fund
$ 100,000
Proceeds
$ 84,864

The cumulative losses were $15,136 thousand, and the Group recognized $3,390 thousand as gain for the three months and the nine months ended September 30, 2019.

For the Nine Months Ended September 30, 2018

Related Party
Target
Purchase Price
FSIT
Fund
$ 100,000
Proceeds
$ 88,184

The cumulative loss was $11,816 thousand, and the Group recognized $2,249 thousand as loss for the nine months ended September 30, 2018.

9) Equity purchase transaction

Shares (In Unpaid
Related Party Transaction Date Target Thousands) Amounts
Jamie Lin, President
of TWM September 2019 AppWorks 387 $
62,000
10) Others
September 30, December 31, September 30,
2019 2018 2018
Guarantee deposits
Other related parties
$ 54,117
$
51,548
$ 51,522

Other current liabilities - receipts under
custody
Other related parties $ 105,472
$
69,057
$ 50,167
  • 56 -

Operating expenses
Other related parties
TMF

TNHF
Fubon Life
TFCB
Others


Other income
Other related parties
For the Three Months Ended
September 30
2019
2018

$ 4,800
$ 6,000

-
-
-
36,096
65,293
57,073

33,307

34,058


$ 103,400
$ 133,227

$ 15,308
$ 1,213
For the Three Months Ended
September 30
2019
2018

$ 4,800
$ 6,000

-
-
-
36,096
65,293
57,073

33,307

34,058


$ 103,400
$ 133,227

$ 15,308
$ 1,213
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2019
$ 4,800

-
-
65,293

33,307


$ 103,400

$ 15,308



2019
$ 13,100

5,000
74
193,508

120,859


$ 332,541

$ 15,308
2018
$ 14,420
5,000
106,259
193,914

130,117
$ 449,710
$ 1,213

11) Lease arrangements

Acquisition of right-of-use assets

For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2019 2019
Other related parties
$ 1,731
$ 89,995
Lease liabilities (including current and non-current portions)
September 30,
2019
Other related parties $ 692,274

Sublease arrangements under finance leases

For the nine months ended September 30, 2019, the Group subleased right-of-use assets to other related parties under finance leases. As of September 30, 2019, the balance of finance lease receivables was $256 thousand. For the three months and the nine months ended September 30, 2019, the Group recognized $21 thousand and $39 thousand, respectively, as income from the subleasing of right-of-use assets.

Interest expenses

For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
2019 2019
Associates $ 5
$ 61
Other related parties 1,549
4,784
$ 1,554
$ 4,845
  • 57 -

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

  • 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
September 30
2019
2018
$ 59,426
$ 63,664


889

2,228

$ 60,315
$ 65,892
For the Three Months Ended
September 30
2019
2018
$ 59,426
$ 63,664


889

2,228

$ 60,315
$ 65,892
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2019
$ 59,426


889

$ 60,315


2019
$ 202,036


17,591

$ 219,627
2018
$ 221,235

6,867
$ 228,102

31. ASSETS PLEDGED

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

September 30, September 30, December 31, December 31, September 30, September 30,
2019 2018 2018
Other current financial assets $ 168,863
$ 160,033
$ 143,352
Services concessions 7,014,733 7,148,773 7,193,452
Other non-current financial assets 208,224
131,110
130,587
$ 7,391,820
$ 7,439,916
$ 7,467,391

32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. Unrecognized commitments
September 30, December 31, December 31, September 30,
2019 2018 2018
Purchases of property, plant and equipment$ 3,979,264
$ 806,935
$ 1,367,932
Purchases of cellular phones $ 3,749,548
$ 1,872,470
$ 4,201,656

As of September 30, 2019, the amount of lease commitments commencing after the balance sheet date was $389,000 thousand.

  • b. As of September 30, 2019, December 31, 2018 and September 30, 2018, the amounts of endorsements and guarantees provided to group entities were $21,550,000 thousand, $21,550,000 thousand and $21,616,705 thousand, respectively.

  • c. In accordance with the NCC’s policy and regulations, TWM entered into a contract with First Commercial Bank Co., Ltd., which provided a performance guarantee for advance receipts from prepaid cards and electronic gift certificates, totaling $497,020 thousand and $16,551 thousand, respectively, as of September 30, 2019.

  • 58 -

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 September 30, 2019, the cable television companies had provided $74,735 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 provided a performance guarantee for advance receipts from prepaid bonuses and electronic tickets totaling $112,968 thousand and $33,854 thousand, respectively, as of September 30, 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 September 30, 2019, $660,156 thousand (tax included) of the concession had been paid.

  • 3) Performance guarantee:

As of September 30, 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.

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 August 2015, Far EasTone Telecommunications (“FET”) filed a civil statement of complaint with the Court, in which FET claimed that (i) TWM shall apply for the return the C4 spectrum block (1748.7-1754.9/1843.7-1849.9 MHz) back to the NCC; (ii) TWM shall not use the C4 spectrum block; (iii) TWM shall not use the C1 spectrum block until TWM’s application for the return of the C4 spectrum block is approved by the NCC; and (iv) TWM shall provide $1,005,800 thousand to FET as compensation. In May 2016, the Court decided against TWM regarding claims (i), (ii), and (iii) of the lawsuit; and the Court decided against FET regarding claim (iv) of the lawsuit. FET offered a security deposit of $320,630 thousand for the provisional execution of claims (i) to (iv). TWM offered a counter-security deposit of $961,913 thousand in order to be exempted from the provisional execution of claims (i) to (iv). In addition, TWM offered a counter-security deposit for the exemption from provisional execution of the sentence, and the counter-security deposit was reclaimed in March 2018. TWM and FET appealed the aforementioned sentences respectively. The judgment dismissed by the High Court were as follows: 1. (1) TWM “shall apply for the return of the C4 spectrum block to the NCC immediately”, “shall not use the C4 spectrum block in any way”, and “TWM shall not use the C1 spectrum block before the C4 spectrum block has been returned to and approved by the NCC”, and (2)

  • 59 -

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. On May 29, 2019, the judgment dismissed by the Supreme Court was as follows: regarding the portion of the High Court's original judgment on (1) dismissed FET's other appeal, (2) ruled the TWM's payment obligation, and (3) ruled the litigation expenses with respect to above-mentioned two items shall be dismissed, and the Supreme Court remanded the case to the High Court. The case is now under the trial of the High Court.

33. SIGNIFICANT EVENTS AFTER REPORTING PERIOD

  • a. TWM applied for the participation in the 5G mobile spectrum auction to be held by NCC, and paid $1,000,000 thousand as bid bond in October 2019.

  • b. In November 2019, the Board of Directors resolved that TWM is going to purchase newly issued common stock of AppWorks Fund III Co., Ltd. through TVC, one of TWM’s subsidiaries, and the investment amount is capped at $600,000 thousand.

34. OTHERS

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

Employee benefits
Salary

Insurance expenses
Pension
Others
Depreciation

Amortization
For the Three Months Ended September 30 For the Three Months Ended September 30
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 555,454 $ 1,151,468 $ 1,706,922
46,770
102,802
149,572
25,565
52,407
77,972
26,477
67,233
93,710
2,918,046
248,733 3,166,779
759,607
691,012
1,450,619
2018
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 536,053 $ 1,067,795 $ 1,603,848

43,686
96,795
140,481

24,567
51,274
75,841

25,895
62,687
88,582
2,371,731
84,971 2,456,702

810,979
919,906 1,730,885
Employee benefits
Salary

Insurance expenses
Pension
Others
Depreciation

Amortization
For the Nine Months Ended September 30
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 1,664,039 $ 3,486,314 $ 5,150,353
139,846
308,537
448,383
75,593
156,901
232,494
77,589
194,625
272,214
8,971,625
751,970 9,723,595
2,276,598
2,256,410
4,533,008
2018
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 1,628,246 $ 3,329,605 $ 4,957,851

131,385
292,315
423,700

73,053
154,549
227,602

77,566
196,534
274,100
7,222,068
254,432 7,476,500
2,410,304 2,957,131 5,367,435
  • 60 -

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 $102,984 thousand, $102,711 thousand, $300,488 thousand, and $334,871 thousand, and remuneration to directors were $10,299 thousand, $10,271 thousand, $30,049 thousand, and $33,487 thousand, which were made by applying the rates to the aforementioned profit before income tax, for the three months and the nine months ended September 30, 2019 and 2018, respectively.

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

The employees’ compensation and remuneration of directors of 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.

35. 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: Table 4 (attached)

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

  • 7) Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: Table 5 (attached)

  • 61 -

  • 8) Receivables from related parties of at least NT$100 million or 20% of the paid-in capital: Table 6 (attached)

  • 9) Names, locations and related information of investees on which TWM exercised significant influence: Table 7 (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 8 (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 9 (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 8 (attached)

36. 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.

For the Three Months Adjustments Adjustments
Ended September 30, Telecommuni Cable and
2019 -cation Retail Television Others Eliminations Total
Operating revenues
$ 17,176,506
$ 12,371,510
$ 1,523,292 $
149,653 $ (395,046) $ 30,825,915
Operating costs 10,978,647 11,181,313
792,395
86,671 (347,128) 22,691,898
Operating expenses 2,972,035
863,109

191,411
12,626 (66,604) 3,972,577
Net other income and
expenses 112,192
4,614

9,241
- (11,074)
114,973
Profit 3,338,016
331,702

548,727
50,356 7,612 4,276,413
EBITDA (Note) 6,909,971
512,380

776,649
103,353 (1,858) 8,300,495
For the Three Months Adjustments
Ended September 30, Telecommuni Cable and
2018 -cation Retail Television Others Eliminations Total
Operating revenues
$ 16,835,177
$ 9,811,117
$ 1,584,786 $
144,528 $ (55,635) $ 28,319,973
Operating costs 10,359,409 8,868,707
895,807
86,354 (30,992) 20,179,285
Operating expenses 3,193,277
694,719

204,002
15,122 (50,904) 4,056,216
Net other income and
expenses 134,897
2,977

15
- (10,568)
127,321
Profit 3,417,388
250,668

484,992
43,052 15,693 4,211,793
EBITDA (Note) 6,303,374
334,927

798,484
96,273 56,826 7,589,884
  • 62 -
For the Nine Months Adjustments
Ended September 30, Telecommuni Cable and
2019 -cation Retail Television Others Eliminations Total
Operating revenues
$ 50,120,766
$ 35,922,568
$ 4,611,644 $
444,774 $ (786,613) $ 90,313,139
Operating costs 31,430,202 32,364,100 2,464,430 259,508
(654,533)
65,863,707
Operating expenses 9,107,007 2,438,704
574,393
42,773
(169,142)
11,993,735
Net other income and
expenses 377,258
16,952

11,077
2,710
(33,217)

374,780
Profit 9,960,815 1,136,716 1,583,898 145,203
3,845
12,830,477
EBITDA (Note) 20,862,888 1,622,706 2,370,420 304,215
(23,665)
25,136,564
For the Nine Months Adjustments
Ended September 30, Telecommuni Cable and
2018 -cation Retail Television Others Eliminations Total
Operating revenues
$ 52,533,468
$ 29,625,278
$ 4,770,816 $
432,012 $ (195,174) $ 87,166,400
Operating costs 31,693,382 26,612,535 2,699,524 257,601
(109,521)
61,153,521
Operating expenses 10,036,361 2,049,986
621,436
44,820
(144,567)
12,608,036
Net other income and
expenses 513,128
8,700

231
-
(31,235)

490,824
Profit 11,316,853
971,457
1,450,087 129,591
27,679
13,895,667
EBITDA (Note) 20,052,105 1,203,977 2,408,095 289,086
151,214
24,104,477

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 Nine Months Ended
September 30
For the Nine Months Ended
September 30


2019
$ 87,764,871

2,548,268

$ 90,313,139
2018
$ 84,837,298

2,329,102
$ 87,166,400
  • 63 -

TABLE 1

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

FINANCING EXTENDED TO OTHER PARTIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

(In Thousands of New Taiwan Dollars)

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

700,000
$ 111,000

200,000
1.09422%-1.09511%
1.39378%
Short-term financing
Short-term financing
$ -

-
Operation requirements
Operation requirements
$ -
-
-
-
$ -
-
$ 36,099,195

36,099,195
$ 36,099,195

36,099,195
Note 2
Note 2
2 WMT TWM
TKT
TFNM
WTVB
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
3,500,000
100,000
3,000,000
600,000

3,500,000

100,000

3,000,000

600,000

2,416,000

-

1,520,000

330,000
1.09367%-1.09511%
-
1.09378%-1.09489%
1.09367%-1.09552%
Short-term financing
Short-term financing
Short-term financing
Short-term financing

-

-

-

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

8,101,728

8,101,728

8,101,728

8,101,728

8,101,728

8,101,728

8,101,728

8,101,728
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

7,600,000

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

-

-
Operation requirements
Operation requirements
-
-
-
-
-
-

23,383,653

23,383,653

23,383,653

23,383,653
Note 2
Note 2
4 YJCTV TFNM Other receivables Yes 140,000
140,000

140,000
1.09456% Transactions 462,253 - - - -
462,253

462,253
Notes 3 and 4
5 PCTV TFNM Other receivables Yes 520,000
520,000

520,000
1.09456% Transactions 538,110 - - - -
538,110

538,110
Notes 3 and 4
6 GCTV TFNM Other receivables Yes 250,000
250,000

250,000
1.09456% Short-term financing
-
Repayment of financing
-
- -
280,134

280,134
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.

  • 64 -

TABLE 2

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

ENDORSEMENT/GUARANTEE PROVIDED TO OTHER PARTIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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
$ 8,516,300
50,000
$ -
-
33.91
0.08
$ 63,398,349
63,398,349
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.

  • 65 -

TABLE 3

(In Thousands of New Taiwan Dollars)

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES) SEPTEMBER 30, 2019

Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account September 30, 2019 September 30, 2019 Note
Units/Shares
(In Thousands)
Carrying Value
Percentage of
Ownership
%
Fair Value
TWM
TCC
WMT
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.
Limited Partnerships
The Last Thieves, L.P.
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 FVTPL
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at 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
$ 241,260
893,978
30,042
415,544
85,336
90,696
2,500
3,184,498
22,455,637
37,761
45,994,512
9,810,030
-
-
0.028
3.45
10
21.67
21.67
5.21
7.14
1.6
5.74
6.67
11.75
2.5
0.33
0.056
$ 241,260
893,978
30,042
415,544
85,336
90,696
2,500
3,184,498
22,455,637
37,761
45,994,512
9,810,030
-
-



Note 1
Note 1
Note 1




(Continued)

  • 66 -
Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account September 30, 2019 September 30, 2019 Note
Units/Shares
(In Thousands)
Carrying Value
Percentage of
Ownership
%
Fair Value
momo Stock
Media Asia Group Holdings Limited
We Can Medicines Co., Ltd.
-
-
Current financial assets at FVTOCI
Non-current financial assets at FVTOCI
43,668
2,400
$ 7,774
49,128
2.04
7.73
$ 7,774
49,128

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

Note 2: For the information on investments in subsidiaries and associates, see Table 7 and Table 9 for details.

(Concluded)

  • 67 -

TABLE 4

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

(In Thousands of New Taiwan Dollars) Thousands of New Taiwan Dollars)
Buyer Property Event Date Transaction
Amount
Payment Status Counterparty Relationship Information on Previous Title Transfer If Counterparty Is A Related Party Pricing Reference Purpose of
Acquisition
Other Terms
**Property Owner ** Relationship Transaction Date Amount
momo Land July 31, 2019 $ 628,143 The Group has paid
$62,814 thousand. The
remaining amounts will
be settled in accordance
with the contract.
Yi Jinn Industrial
Co., Ltd.
- - - - $ - Determined by the
professional appraisal
report and market
conditions
Set up a southern
logistics center
for operational
needs
None
  • 68 -

TABLE 5

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 NINE MONTHS ENDED SEPTEMBER 30, 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
TPIA
TKT
TDS
TFNM
YJCTV
PCTV
UCTV
GCTV
MCTV
momo
TFN
TT&T
TKT
momo
Fubon Ins.
TWM
TFNM
Fubon Life
TWM
Fubon Ins.
TWM
Fubon Ins.
TFN
YJCTV
PCTV
UCTV
GCTV
TFNM
TFNM
TFNM
TFNM
Dai-Ka Ltd.
TWM
TPE
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Other related party
Ultimate parent
Fellow subsidiary
Other related party
Ultimate parent
Other related party
Ultimate parent
Other related party
Fellow subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Parent
Parent
Parent
Parent
Other related party
Ultimate parent
Associate
Sale
Purchase
Purchase
Purchase
Sale
Sale
Sale
Purchase
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Channel leasing fee
Channel leasing fee
Channel leasing fee
Channel leasing fee
Royalty for copyright
Royalty for copyright
Royalty for copyright
Royalty for copyright
Royalty for copyright
Purchase
Purchase
$ 260,381
3,393,659
774,196
212,466
600,414
113,710
3,420,835
248,097
110,505
102,840
774,196
132,323
212,466
104,083
110,137
318,334
372,571
165,601
141,955

318,334

372,571

165,601

141,955

118,370
567,036
391,848
1
(Note 2)
(Note 2)
(Note 2)
1
-
49
(Note 2)
2
1
91
90
92
57
(Note 2)
13
15
7
6
52
54
38
56
51
2
1
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
Note 4
-
-
$ 14,907
(393,956)
(86,101)
(65,288)
236,327
27,777
393,956
(14,907)
22,169
14,411
86,101
60,370
65,288
-
(22,169)
37,139
-
-
-
(37,139)
-
-
-
(52,609)
(223,290)
(111,406)
-
(Note 3)
(Note 3)
(Note 3)
4
-
41
(Note 3)
2
2
90
88
100
-
(Note 3)
17
-
-
-
-
-
-
-
90
3
1
Note 1
Note 1
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.

  • 69 -

TABLE 6

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL SEPTEMBER 30, 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
TWM
TCC
WMT
TFN
YJCTV
PCTV
GCTV
momo
momo
TWM
TFC
TWM
TFNM
WTVB
TWM
TFNM
TFNM
TFNM
TPE
Subsidiary
Parent
Subsidiary
Parent
Subsidiary
Subsidiary
Ultimate parent
Parent
Parent
Parent
Associate
Accounts receivable
Other receivables
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
$ 236,327
111,210
200,267
2,426,046
1,525,817
330,901
393,956
7,677,210
4,906
140,484
5,473
521,471
2,356
250,692
99
109,081
6.57
10.59
6.86
7.53
6.76
3.50
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 227,134
-
-
9,435
104,070
592
328,458
29,536
1,302
140,002
1,579
520,048
622
250,007
99
109,081
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
  • 70 -

TABLE 7

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 NINE MONTHS ENDED SEPTEMBER 30, 2019

(In Thousands of New Taiwan Dollars)

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of September 30, 2019 as of September 30, 2019 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
September 30,
2019
December 31,
2018
Shares (In
Thousands)
Percentage of
Ownership
%
Carrying
Value
TWM
TCC
WMT
TFN
TCCI
TFNM
TKT
TCC
WMT
TVC
TNH
AppWorks
ADT
TFN
TT&T
TWM Holding
TCCI
TDC
TDS
TPIA
TFC
TFNM
GFMT
GWMT
WTVB
momo
TUI
TFN HK Ltd.
TID
TKT
YJCTV
MCTV
PCTV
UCTV
GCTV
kbro Media
M.E.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Hong Kong
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Investment
Investment
Investment
Building and operating Songshan Cultural and
Creative Park BOT project
Venture capital, investment consulting, and
management consulting
Technology development of mobile payment and
information processing services
Fixed line service provider
Call center service and telephone marketing
Investment
Investment
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
Livestreaming artists management service, digital
media production, and media planning
$ 40,397,288
16,802,000
5,000
1,918,655
235,000
60,000
21,000,000
56,210
347,951
17,285,441
-
25,000
5,000
200,000
5,210,443
16,984
92,189
222,417
8,129,394
22,314,536
-
3,602,782
156,900
2,061,522
510,724
3,261,073
1,986,250
1,221,002
292,500

27,000
$ 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

2,925

3,602,782

129,900

2,061,522

510,724

3,261,073

1,986,250

1,221,002

292,500

-

502,970

42,065

500

191,866

1,275

6,000

2,100,000

2,484

-

154,721

-

2,500

500

20,000

230,921

1,500

8,945

18,177

63,047

400

-

104,712

14,700

33,940

6,248

68,090

169,141

51,733

29,250

460
100
100
100
49.9
51
14.4
100
100
100
100
-
100
100
100
100
100
100
100
45.01
100
-
100
100
100
29.53
100
99.22
92.38
32.5
15
$ 19,729,576
20,254,115
5,000
1,807,489
235,000
5,061
58,460,094
98,347
259,354
30,669,837
-
102,475
47,700
207,101
6,336,224
16,857
97,342
312,809
9,204,978
40,421,705
-
8,626,787
253,376
1,796,447
636,295
3,371,114
1,985,601
1,269,496
141,419
25,530
$ 2,760,613

1,626,058

-

64,566

(28,937)

(3,485)

2,652,541

38,876

5,253

666

(596)

7,943

40,409

7,693

1,204,451

(22)

3,030

55,121

974,716

(81)

70

(106)

526

(119,117)

50,586

80,222

14,549

46,560

(47,447)

(19,274)
$ 2,761,226

1,626,373

-

35,035

-

(3,575)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
Note 1
Note 1
Note 1
Note 2
Note 2
Notes 2 and 3
Note 2
Notes 2 and 4
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Notes 2 and 5
Note 2
Notes 2 and 4
Note 2
Note 2
Note 2
Notes 2 and 6
Note 2
Note 2
Note 2
Note 2
Note 2

(Continued)

  • 71 -
Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of September 30, 2019 as of September 30, 2019 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
September 30,
2019
December 31,
2018
Shares (In
Thousands)
Percentage of
Ownership
%
Carrying
Value
GFMT
GWMT
momo
Asian Crown (BVI)
Fortune Kingdom
Honest Development
UCTV
GCTV
Asian Crown (BVI)
Honest Development
FLI
FPI
FST
TPE
TVD Shopping
Bebe Poshe
Fortune Kingdom
HK Fubon Multimedia
HK Yue Numerous
Taiwan
Taiwan
British Virgin Islands
Samoa
Taiwan
Taiwan
Taiwan
Taiwan
Thailand
Taiwan
Samoa
Hong Kong
Hong Kong
Cable TV service provider
Cable TV service provider
Investment
Investment
Life insurance agent
Property insurance agent
Travel agent
Logistics industry
Wholesale and retail sales
Wholesale of cosmetics
Investment
Investment
Investment
$ 16,218
91,910
885,285
670,448
3,000
3,000
6,000
337,860
123,225
85,000
1,132,789
1,132,789
670,448
$ 16,218

91,910

885,285

670,448

3,000

3,000

6,000

337,860

123,225

85,000

1,132,789

1,132,789

670,448

1,300

3,825

9,735

21,778

500

500

3,000

16,893

24,150

8,500

11,594

11,594

16,600
0.76
6.83
81.99
100
100
100
100
17.7
35
85
100
100
100
$ 15,265
95,848
43,456
781,927
8,876
10,027
44,810
397,662
124,391
77,319
48,462
48,462
781,927
$ 14,549

46,560

3,059

46

(220)

900

5,493

121,877

29,198

(6,361)

3,024

3,024

46
$ -

-

-

-

-

-

-

-

-

-

-

-

-
Note 2
Note 2
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 September 30, 2019.

Note 4: Liquidation procedures were completed in August 2019.

Note 5: Non-controlling interests.

Note 6: 70.47% of stocks are held under trustee accounts.

Note 7: For information on investment in Mainland China, see Table 9 for details.

(Concluded)

  • 72 -

TABLE 8

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

(In Thousands of New Taiwan Dollars)

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
0 TWM TFN
TPIA
momo
TFN
TFNM
TNH
TFN
WMT
TCC
TFN
TKT
momo
TFN
WMT
TT&T
TDS
TFN
TNH
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Notes and accounts receivable, net
Notes and accounts receivable, net
Notes and accounts receivable, net
Other receivables
Other receivables
Other non-current assets
Short-term borrowings
Short-term borrowings
Short-term borrowings
Notes and accounts payable
Notes and accounts payable
Notes and accounts payable
Other payables
Other payables
Other payables
Other payables
Lease liabilities - current
Lease liabilities - current
$ 15,357
48,169
236,535
30,488
13,459
18,028
7,600,000
2,416,000
111,000
66,872
65,029
25,913
375,967
10,046
86,101
20,228
36,061
111,502
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)
  • 73 -
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
0 TWM TFN
momo
TFN
TNH
YJCTV
GCTV
TKT
TFN
TPIA
momo
TFN
TKT
TFNM
TDS
TNH
momo
TT&T
TNH
TFN
TFN
TFN
WMT
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Other current liabilities
Other current liabilities
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Disposal of plant, property and equipment
Operating revenues
Operating revenues
Operating revenues
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating expenses
Operating expenses
Operating expenses
Other revenues and expenses, net
Finance costs
Finance costs
$ 28,180
16,035
42,702
396,560
36,189
17,793
12,499
260,381
83,731
600,414
3,389,832
211,908
14,420
53,190
24,176
77,205
774,356
69,749
31,297
28,097
60,462
21,756
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
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 orgeneral businesspractices
-
-
-
-
-
-
-
-
-
1%
4%
-
-
-
-
-
1%
-
-
-
-
-
1 TCC TFC 1 Other receivables 200,267 The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
(Continued)
  • 74 -
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
2 WMT TFNM
WTVB
TFNM
1
1
1
Other receivables
Other receivables
Other income
$ 1,525,817
330,901
10,122
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
1%
-
-
3 momo FGE
FST
FGE
Bebe Poshe
TFNM
1
1
1
1
3
Notes and accounts receivable, net
Other receivables
Operating revenues
Operating costs
Operating costs
20,580
17,515
19,672
13,025
47,639
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 TFN TFNM
TFC
TFNM
momo
TT&T
3
3
3
3
3
Notes and accounts receivable, net
Operating revenues
Operating revenues
Operating revenues
Operating expenses
22,169
48,580
110,505
15,105
80,501
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 TFNM YJCTV
PCTV
YJCTV
UCTV
GCTV
MCTV
PCTV
YJCTV
GCTV
1
1
1
1
1
1
1
1
1
Notes and accounts receivable, net
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Short-term borrowings
Short-term borrowings
Short-term borrowings
40,427
74,219
70,803
24,788
23,550
15,419
520,000
140,000
250,000
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
-
-
-
-
-
-
-
-
-

(Continued)

  • 75 -
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
5 TFNM WTVB
PCTV
YJCTV
UCTV
GCTV
MCTV
WTVB
PCTV
YJCTV
UCTV
GCTV
WTVB
3
1
1
1
1
1
3
1
1
1
1
3
Notes and accounts payable
Operating revenues
Operating revenues
Operating revenues
Operating revenues
Operating revenues
Operating revenues
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
$ 49,975
403,951
346,517
165,601
154,530
14,112
10,282
26,149
23,501
17,005
10,951
49,975
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.

  • Subsidiary to parent.

  • Between subsidiaries.

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

(Concluded)

  • 76 -

TABLE 9

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INVESTMENTS IN MAINLAND CHINA FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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
September 30,
2019
Net Income
(Loss) of
Investee
%
Ownership
through Direct
or Indirect
Investment
Investment
Income (Loss)
Carrying
Value as of
September 30,
2019
Accumulated
Inward
Remittance of
Earnings as of
September 30,
2019
Note
Outflow Inflow
TWMC
FGE
Haobo
GHS
Mobile application
development and design
Wholesaling
Investment
Wholesaling
$ 93,060
(USD
3,000)
337,590
(RMB 77,500)
47,916
(RMB 11,000)
217,800
(RMB 50,000)
b
b
b
b
$ 151,126
(USD
4,872)
823,127
(USD 14,000)
(RMB 89,267)
-
-
$ -
-

-

-
$ -

-

-

-
$ 151,126
(USD
4,872)

823,127
(USD 14,000)
(RMB 89,267)

-

-
$ 1,092
3,088

4,426

107,147
100
76.7
100
20
$ 1,092
2,368
4,426
5,467
$ 104,812

32,642

754,483

711,017
$ -

-

-

-
Company Accumulated Investment in
Mainland China as of
September 30, 2019
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
Authorized by Investment
Commission, MOEA
TWM and subsidiaries $1,640,994
(USD18,872, RMB89,267 and
HKD168,539)
$1,640,994
(USD18,872, RMB89,267 and
HKD168,539)
$41,642,025

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.

  • 77 -