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TWM Interim / Quarterly Report 2020

Nov 6, 2020

52277_rns_2020-11-06_e4af8d22-a710-4ed8-84b4-d3e06d3bbabc.pdf

Interim / Quarterly Report

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Taiwan Mobile Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Three Months Ended March 31, 2020 and 2019 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 balance sheets of Taiwan Mobile Co., Ltd. and its subsidiaries (collectively, the “Group”) as of March 31, 2020 and 2019, the consolidated statements of comprehensive income, the consolidated statements of changes in equity and cash flows for the three months then ended, 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” endorsed and issued into effect by Financial Supervisory Commission of the Republic of China. 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 March 31, 2020 and 2019, and of its consolidated financial performance and its consolidated cash flows for the three months then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by Financial Supervisory Commission of the Republic of China.

  • 1 -

The engagement partners on the reviews resulting in this independent auditors’ review report are Pei-De Chen and Kwan-Chung Lai.

Deloitte & Touche Taipei, Taiwan Republic of China April 30, 2020

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 29)

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

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other
comprehensive income (Note 7)
Contract assets (Note 22)
Investments accounted for using equity method
(Note 10)
Property, plant and equipment (Note 12)
Right-of-use assets (Notes 13 and 29)
Investment properties (Note 14)
Concessions (Notes 15 and 30)
Goodwill (Note 15)
Other intangible assets (Note 15)
Deferred tax assets
Incremental costs of obtaining a contract (Note 22)
Other financial assets (Notes 29, 30 and 31)
Other non-current assets (Notes 16 and 29)

Total non-current assets
March 31, 2020
(Reviewed)
December 31, 2019
(Audited)
March 31, 2019
(Reviewed)





Amount
%
$ 9,101,031
5
-
-
2,829,810
2
4,788,514
3
7,108,225
4
166,124
-
1,430,938
1
3,770,454
2
665,978
-
-
-
692,163
-

132,318

-


30,685,555

17

1,583,446
1
3,302,355
2
1,412,442
1
35,371,585
20
9,538,465
5
2,978,445
2
67,660,658
38
15,832,440
9
5,438,359
3
824,214
-

2,007,740
1
271,844
-

1,824,270

1

148,046,263

83


























Amount
%
$ 8,663,370
6

149
-

246,493
-

4,832,043
3

7,671,838
5

146,186
-

1,418,485
1

5,670,476
4

463,334
-

-
-

592,868
-

200,458

-


29,905,700

19


5,245,888
4

3,463,456
2

1,478,025
1

36,182,005
24

9,657,938
6

2,984,057
2

37,709,501
24

15,832,440
10

5,536,534
4

839,240
1

2,119,052
1

271,653
-

2,694,470

2

124,014,259

81


























Amount
%
$ 7,838,557
5

85,341
-

252,240
-

5,227,317
3

7,169,624
5

150,200
-

1,881,818
1

3,960,296
3

540,997
-

31,005
-

574,801
-

892,167

1

28,604,363

18

5,036,857
3

3,259,119
2

1,396,519
1

37,669,597
24

9,868,251
6

2,988,234
2

39,824,031
26

15,872,595
10

5,654,598
4

798,579
1

2,660,094
2

147,084
-

1,426,338

1
126,601,896

82

TOTAL $ 178,731,818 100 $ 153,919,959 100 $ 155,206,259 100

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

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

Total current liabilities

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

Total non-current liabilities

Total liabilities

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

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

Total equity

TOTAL
March 31, 2020
(Reviewed)
December 31, 2019
(Audited)
March 31, 2019
(Reviewed)









Amount
%
$ 20,930,000
12
5,397,446
3
1,782,559
1
7,546,419
5
152,333
-
7,283,354
4
2,238,348
1
69,808
-
3,579,174
2
119,142
-
303,309
-

2,196,937

1


51,598,829

29

42,394
-
35,883,474
20
4,535,222
3
1,487,831
1
997,953
-
5,929,848
3
510,961
-
1,106,395
1

462,565

-


50,956,643

28

102,555,472

57

35,093,545
20
220
-
20,276,637
11
28,922,281
16
95,381
-
16,223,014
9
(1,118,078)
(1)

(29,717,344)
(16)

69,775,656
39

6,400,690

4


76,176,346

43

$ 178,731,818
100



































Amount
%
$ 16,270,000
11

1,898,111
1

1,807,407
1

7,660,285
5

135,162
-

8,823,705
6

1,539,638
1

88,961
-

3,532,951
2

87,410
-

303,297
-

2,376,029

2


44,522,956

29


45,293
-

15,903,436
10

8,586,076
6

1,459,270
1

977,560
1

6,117,438
4

517,175
-

1,092,364
1

522,116

-


35,220,728

23


79,743,684

52


34,959,441
23

134,104
-

20,274,694
13

28,922,281
19

95,381
-

12,909,829
8

438,905
-

(29,717,344)
(19)


68,017,291
44

6,158,984

4


74,176,275

48

$ 153,919,959
100



































Amount
%
$ 4,800,000
3

3,997,896
3

2,021,941
1

6,892,836
4

141,453
-

7,692,298
5

3,111,989
2

113,491
-

3,407,191
2

110,738
-

4,803,012
3

2,316,277

2

39,409,122

25

52,717
-

23,450,744
15

8,838,598
6

1,420,701
1

932,667
1

6,368,976
4

483,230
-

1,046,326
1

522,195

-

43,116,154

28

82,525,276

53

34,238,338
22

96,905
-

13,473,333
9

27,558,064
18

362,703
-

20,058,026
13

237,884
-

(29,717,344)
(19)

66,307,909
43

6,373,074

4

72,680,983

47
$ 155,206,259
100

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

  • 3 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

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

OPERATING REVENUES (Notes 22, 29 and 34)

OPERATING COSTS (Notes 9, 29, 32 and 34)

GROSS PROFIT FROM OPERATIONS

OPERATING EXPENSES (Notes 29, 32 and 34)
Marketing
Administrative
Research and development
Expected credit loss

Total operating expenses

OTHER INCOME AND EXPENSES, NET (Notes 29 and 34)

OPERATING INCOME (Note 34)

NON-OPERATING INCOME AND EXPENSES
Other income (Notes 23 and 29)
Other gains and losses, net (Note 23)
Finance costs (Note 23)
Share of profit of associates accounted for using equity method

Total non-operating income and expenses

PROFIT BEFORE TAX
INCOME TAX EXPENSE (Note 24)

NET PROFIT

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

Other comprehensive income (loss) (after tax)

TOTAL COMPREHENSIVE INCOME

NET PROFIT ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


EARNINGS PER SHARE (Note 25)
Basic earnings per share
Diluted earnings per share
**For the Three Months Ended March 31 ** **For the Three Months Ended March 31 ** **For the Three Months Ended March 31 **
2020
Amount
%
$ 31,852,679 100

23,581,453
74


8,271,226
26

2,433,456
8
1,318,972
4
49,760
-

34,895

-


3,837,083
12


47,863

-


4,482,006
14

20,141
-
(6,228)
-
(144,658)
-

(21,328)

-


(152,073)

-

4,329,933 14

765,417

3


3,564,516
11

(1,554,374) (5)
3,576
-
(12,964)
-

(136)

-


(1,563,898)
(5)

$ 2,000,618

6

$ 3,314,640 10

249,876

1

$ 3,564,516
11

$ 1,757,422
5

243,196

1

$ 2,000,618

6

$ 1.18
$ 1.17
2019
Reclassified (Note 3)
















































Amount
%
$ 29,872,673 100

21,681,212
73

8,191,461
27

2,689,209
9

1,298,016
4

36,956
-

51,658

-

4,075,839
13

112,472

-

4,228,094
14

32,336
-

(9,406)
-

(153,087)
-

(6,986)

-

(137,143)

-

4,090,951 14

791,977

3

3,298,974
11

324,207
1

5,494
-

24,154
-

(3,968)

-

349,887

1
$ 3,648,861
12
$ 3,070,973 10

228,001

1
$ 3,298,974
11
$ 3,404,238 11

244,623

1
$ 3,648,861
12
$ 1.13
$ 1.10



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, 2019

Effect of retrospective application

ADJUSTED BALANCE, JANUARY 1, 2019

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

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

Conversion of convertible bonds to common stock

BALANCE, MARCH 31, 2019

BALANCE, JANUARY 1, 2020

Profit for the three months ended March 31, 2020
Other comprehensive income (loss) for the three months ended
March 31, 2020

Total comprehensive income (loss) for the three months ended
March 31, 2020

Conversion of convertible bonds to common stock
Changes in equity of associates accounted for using equity method
BALANCE, MARCH 31, 2020
Equity Attributable to Owners of the Parent Equity Attributable to Owners of the Parent Total
Non-controlling
Interests
$ 61,881,520
$ 6,112,176


32,605

16,275

61,914,125
6,128,451

3,070,973
228,001

333,265

16,622


3,404,238

244,623


989,546

-

$ 66,307,909
$ 6,373,074

$ 68,017,291
$ 6,158,984

3,314,640
249,876
(1,557,218)

(6,680)


1,757,422

243,196

2,163
-

(1,220)

(1,490)

$ 69,775,656
$ 6,400,690
Total Equity
$ 67,993,696

48,880
68,042,576
3,298,974

349,887

3,648,861

989,546
$ 72,680,983
$ 74,176,275
3,564,516
(1,563,898)

2,000,618
2,163

(2,710)
$ 76,176,346
Common Stock
$ 34,208,519


-

34,208,519
-

-


-


29,819

$ 34,238,338

$ 34,959,441

-

-


-

134,104

-

$ 35,093,545
Capital
Collected in
Advanced
Capital Surplus
$ 29,819
$ 12,580,692


-

-

29,819
12,580,692

-
-

-

-


-

-


67,086

892,641

$ 96,905
$ 13,473,333

$ 134,104
$ 20,274,694

-
-

-

-


-

-

(133,884)
1,943

-

-

$ 220
$ 20,276,637
Retained Earnings
Legal Reserve Special Reserve
Unappropriated
Earnings
$ 27,558,064
$ 362,703
$ 16,954,448


-

-

32,605

27,558,064
362,703
16,987,053
-
-
3,070,973

-

-

-


-

-

3,070,973


-

-

-

$ 27,558,064
$ 362,703
$ 20,058,026

$ 28,922,281
$ 95,381
$ 12,909,829

-
-
3,314,640

-

-

(235)


-

-

3,314,405

-
-
-

-

-

(1,220)

$ 28,922,281
$ 95,381
$ 16,223,014
Other Equity Interests
Exchange
Unrealized
Gain (Loss) on
Financial Assets
at Fair Value
Through Other
Differences on
Translation
Comprehensive
Income
Treasury Stock
$ (24,398) $ (70,983) $ (29,717,344)

-

-

-

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

10,086

323,179

-


10,086

323,179

-


-

-

-

$ (14,312)
$ 252,196
$ (29,717,344)

$ (34,505) $ 473,410
$ (29,717,344)
-
-
-

(6,432)
(1,550,551)

-


(6,432)
(1,550,551)

-

-
-
-

-

-

-

$ (40,937)
$ (1,077,141)
$ (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
Expected credit loss
Finance costs
Interest income
Share of loss of associates accounted for using equity method
Valuation (gain) loss on financial assets and liabilities at fair value
through profit or loss
Others
Changes in operating assets and liabilities
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

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

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment
Acquisition of right-of-use assets
For the Three Months Ended
March 31
For the Three Months Ended
March 31



2020
$ 4,329,933
2,765,705
852,734
483,739
14,949
34,895
144,658
(18,306)
21,328
149
2,398
206,389
503,080
(19,938)
(14,876)
1,924,022
(216,358)
68,092
(1,390)
(372,427)
(27,747)
(113,866)
17,171
(1,186,701)
(3,200)
31,585
(179,092)

(6,214)

9,240,712
1,550
(314)

(6,490)


9,235,458

(1,388,647)
(9,833)
2019
$ 4,090,951

3,317,845

864,492

703,442

15,967

51,658

153,087

(15,313)

6,986

(5,686)

1,959

196,082

328,811

(4,290)

172,046

(14,633)

(88,188)

25,651

(2,592)

(417,254)

(12,279)

135,856

(38,135)

(1,152,301)

2,635

2,048

162,123

(27,650)

8,453,318

183

(328)

(8,239)

8,444,934

(1,882,768)

(12,188)
(Continued)
  • 6 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

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

Acquisition of intangible assets

Increase in prepayments for equipment
Proceeds from disposal of property, plant and equipment
Increase in advanced receipts from assets disposals
Acquisition of financial assets at fair value through other
comprehensive income
Increase in prepayments for investment
Proceeds from capital return of investments accounted for using equity
method
Increase in refundable deposits
Decrease in refundable deposits
Increase in other financial assets
Decrease in other financial assets
Interest received
Dividend received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Increase in short-term notes and bills payable
Proceeds from issue of bonds
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Increase in guarantee deposits received
Decrease in guarantee deposits received
Interest paid

Net cash generated from (used in) financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
EQUIVALENTS

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

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







2020
$ (29,748,793)
(166,746)
1,012
147
(400,000)
-
33,298
(71,841)
46,802
(100,227)
1,505
12,092

-

(31,791,231)

4,660,000
3,496,713
19,979,415
(4,051,000)
(997,335)
34,339
(20,666)

(106,918)


22,994,548


(1,114)

437,661

8,663,370

$ 9,101,031
2019
$ (85,637)

(50,112)

2,847

219

-

(100,000)

-

(70,081)

59,333

(21,874)

11,400

13,499

48,807

(2,086,555)

(5,470,000)

2,498,725

-

(2,051,000)

(933,727)

75,652

(44,684)

(96,032)

(6,021,066)

2,534

339,847

7,498,710
$ 7,838,557

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

(Concluded)

  • 7 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 (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, games, e-books and value-added services.

TWM received a second-generation (“2G”) mobile telecommunications concession operation license issued by the Directorate General of Telecommunications (“DGT”) of the ROC. The license allows TWM to provide services for 15 years from 1997 onwards. The 2G concession license had been renewed by the National Communications Commission (“NCC”) and 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 700MHz, 1800MHz and 2100MHz frequency bands separately, and the aforementioned licenses are valid until December 2030 and December 2033, respectively. In February 2020, TWM acquired the fifth-generation (“5G”) concession licenses for the mobile broadband spectrum in the 3500MHz and 28000MHz, and the aforementioned licenses are valid until December 2040.

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

2. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors approved the consolidated financial statements on April 30, 2020.

3. APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS

  • a. Application of 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”).

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

  • 8 -

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

Effective Date New IFRSs Announced by IASB

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2021 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2022 Non-current”

Note: Unless stated otherwise, the above New IFRSs are effective for annual reporting 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.

  • c. Reclassification

To enhance the understanding of the Group’s consolidated financial statements for users, the Group’s management decided to present research and development (“R&D”) expenses, which were part of operating expenses, separately in the consolidated statements of comprehensive income starting from January 1, 2020. The comparative information of R&D expenses for the three months ended March 31, 2019 was made to conform to the current period’s presentation.

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, 2019.

Statement of Compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 Interim Financial Reporting endorsed and issued into effect by the FSC. The consolidated financial statements do not include all the information which should be disclosed in the annual consolidated financial statements in accordance with the IFRSs endorsed and issued into effect by the FSC.

Basis of Consolidation

  • a. The basis of preparing the consolidated financial statements is the same as that of the consolidated financial statements for the year ended December 31, 2019.

  • 9 -

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 Technology
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.
Telecommunications
service provider
TWM Holding
TWM Communications
(Beijing) Co., Ltd.
(TWMC)
Mobile application
development and design
TCCI
TCCI Investment and
Development Co., Ltd.
(TID)
Investment
TFNM
Taiwan Kuro Times Co.,
Ltd. (TKT)
Online music service
Yeong Jia Leh Cable TV
Co., Ltd. (YJCTV)
Cable TV service provider
Mangrove Cable TV Co.,
Ltd. (MCTV)
Cable TV service provider
Phoenix Cable TV Co.,
Ltd. (PCTV)
Cable TV service provider
Union Cable TV Co., Ltd.
(UCTV)
Cable TV service provider
Globalview Cable TV Co.,
Ltd. (GCTV)
Cable TV service provider
Percentage of Ownership
March 31,
2020
December 31,
2019
March 31,
2019
Note
100.00%
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%
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%
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%
-
92.38%
92.38%
92.38%
-
(Continued)
  • 10 -
Investor
Subsidiary
Main Business and
Products
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
Fu Sheng Logistics Co.,
Ltd. (FSL)
Logistics and transport
Asian Crown
(BVI)
Fortune Kingdom
Corporation (Fortune
Kingdom)
Investment
Honest
Development
Hongkong Yue Numerous
Investment Co., Ltd.
(HK Yue Numerous)
Investment
Fortune
Kingdom
Hong Kong Fubon
Multimedia Technology
Co., Ltd. (HK Fubon
Multimedia)
Investment
HK Yue
Numerous
Haobo Information
Consulting (Shenzhen)
Co., Ltd. (Haobo)
Investment
HK Fubon
Multimedia
Fubon Gehua (Beijing)
Enterprise Ltd. (FGE)
Wholesaling
Percentage of Ownership
March 31,
2020
December 31,
2019
March 31,
2019
Note
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%
-
-
Note 5
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
93.55%
93.55%
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 19.91% of total outstanding shares as of March 31, 2020.

Note 3: Liquidation procedures were completed in August 2019.

Note 4: The other 70.47% of shares were held under trustee accounts. Note 5: Set up in February 2020.

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

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.

  • 11 -

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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, 2019.

6. CASH AND CASH EQUIVALENTS

March 31, March 31,
December 31,

December 31,
March 31, March 31,
2020 2019 2019
Cash on hand and revolving funds
$ 56,520
$
60,483
$ 138,842
Cash in banks 3,840,585 3,545,544 2,847,135
Time deposits 2,746,246 2,423,103 2,330,539
Government bonds with repurchase rights
2,457,680
2,634,240
2,522,041
$ 9,101,031
$
8,663,370
$ 7,838,557
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
March 31,
December 31,
March 31,
2020 2019 2019
Investments in equity instruments-current
Domestic investments
Listed stocks
$ 2,827,259
$
239,086
$ 238,000
Foreign investments
Unlisted stocks
2,551
7,407
14,240
$ 2,829,810
$
246,493
$ 252,240
Investments in equity instruments-non-current
Domestic investments
Listed stocks
$ 553,875
$
4,580,516
$ 4,329,908
Unlisted stocks 662,034 173,515 173,923
Foreign investments
Limited partnerships 336,665 462,068 503,637
Unlisted stocks
30,872
29,789
29,389
$ 1,583,446
$
5,245,888
$ 5,036,857

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

In January 2020, the Directors of TFN, one of TWM’s subsidiaries, resolved that TFN would sell all its equity interest in Taiwan High Speed Rail Corporation (“THSR”), and, therefore, the subject equity investment in THSR was subsequently reclassified from non-current to current.

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.

  • 12 -

8. NOTES AND ACCOUNTS RECEIVABLE, NET

Notes receivable

Accounts receivable
Less: Allowance for impairment loss

March 31,
2020
December 31,
2019
$ 71,775
$ 224,042

7,356,572
7,793,254

(320,122)

(345,458)

$ 7,108,225
$ 7,671,838
March 31,
2019
$ 140,910
7,448,209

(419,495)
$ 7,169,624

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.

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 receivable by individual and collective assessment were as follows:

March 31, 2020

Not Past Due

Gross carrying amount
$ 6,855,491

Loss allowance (Lifetime ECLs)
(49,444)


Amortized cost
$ 6,806,047
Overdue
1 to 120 Days
121 to 365 Days Over 365 Days
$ 394,093
$ 177,134
$ 1,629


(100,966)

(168,083)

(1,629)

$ 293,127
$ 9,051
$ -
Total
$ 7,428,347

(320,122)
$ 7,108,225
  • 13 -

December 31, 2019

Not Past Due

Gross carrying amount
$ 7,381,152

Loss allowance (Lifetime ECLs)
(52,054)


Amortized cost
$ 7,329,098

March 31, 2019
Not Past Due

Gross carrying amount
$ 6,914,896

Loss allowance (Lifetime ECLs)
(53,496)


Amortized cost
$ 6,861,400
Overdue
1 to 120 Days
121 to 365 Days Over 365 Days
$ 444,507
$ 190,353
$ 1,284


(113,011)

(179,114)

(1,279)

$ 331,496
$ 11,239
$ 5

Overdue
1 to 120 Days
121 to 365 Days Over 365 Days
$ 405,572
$ 262,965
$ 5,686


(111,461)

(248,864)

(5,674)

$ 294,111
$ 14,101
$ 12
Total
$ 8,017,296

(345,458)
$ 7,671,838
Total
$ 7,589,119

(419,495)
$ 7,169,624

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

Not Past Due
and Past Due Past Due Over
within 120 Days 120 Days
Telecommunications service 0.02%-85% 65.5%-100%
Retail business and others below 10% 35%-100%

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

Beginning balance

Add: Provision
Recovery
Less: Write-off

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


2020
$ 345,458

33,344
7,511
(66,191)

$ 320,122
2019
$ 464,049
52,378
12,853
(109,785)
$ 419,495

9. INVENTORIES

Merchandise

Materials for maintenance

March 31,
2020
December 31,
2019
$ 3,761,440
$ 5,662,872


9,014

7,604

$ 3,770,454
$ 5,670,476
March 31,
2019
$ 3,952,862

7,434
$ 3,960,296

For the three months ended March 31, 2020 and 2019, the cost of goods sold related to inventories amounted to $16,641,532 thousand and $14,207,429 thousand, respectively, which included the inventory write-down totaling $23,516 thousand, and the reversal of inventory write-down, totaling $14,361 thousand, respectively.

  • 14 -

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)


March 31, 2020
Amount
% of
Owner-
ship

$ 532,537
20.00

419,831
17.70
129,218
32.50
80,520
35.00
6,072
14.40
25,587
15.00

218,677
51.00

$ 1,412,442
December 31, 2019
Amount
% of
Owner-
ship

$ 560,029
20.00

404,413
17.70
136,812
32.50
119,531
35.00
6,072
14.40
25,045
15.00

226,123
51.00

$ 1,478,025
March 31, 2019















Amount
% of
Owner-
ship
$ 727,482
20.00
395,772
17.70
148,914
32.50
118,789
35.00
5,562
14.40
-
-

-
-
$ 1,396,519

a. GHS

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

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

b. TPE

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

As of December 2013, momo held 17.7% equity interest 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 interest of TVD Shopping.

In January 2020, an extraordinary stockholders’ meeting of TVD Shopping resolved to reduce its capital stock. momo received $33,298 thousand (THB35,000 thousand) as a proportional capital reduction in March 2020.

d. ADT

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

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

  • 15 -

ADT had resolved December 31, 2018 as the dissolution date. As of March 31, 2020, ADT was still under liquidation procedures.

e. M.E.

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

f. AppWorks

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

11. SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS

Subsidiary
momo
Proportion of Non-controlling Interests’
Ownership and Voting Rights
March 31,
2020
December 31,
2019
March 31,
2019
54.99%
54.99%
54.99%

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

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

Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity

Equity attributable to:
Owners of the parent

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

March 31,
2020
$ 7,927,932
14,541,659
(7,378,842)

(1,014,503)

$ 14,076,246

$ 9,513,762
4,542,940

19,544

$ 14,076,246
December 31,
2019
$ 7,547,400

14,525,235

(7,372,246)

(1,050,690)

$ 13,649,699

$ 9,321,432

4,308,010

20,257

$ 13,649,699
March 31,
2019
$ 6,339,731

14,205,990

(5,629,214)

(815,788)
$ 14,100,719
$ 9,523,862

4,555,276

21,581
$ 14,100,719
  • 16 -
Operating revenues

Profit

Other comprehensive income (loss)

Comprehensive income

Profit (loss) attributable to:
Owners of the parent

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


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

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


Net cash generated from operating activities

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

Net increase in cash
For the Three Months Ended
March 31
For the Three Months Ended
March 31












2020
$ 15,105,707

$ 441,331

(12,073)

$ 429,258

$ 198,944
243,008

(621)

$ 441,331

$ 193,550
236,421

(713)

$ 429,258

$ 898,283
(252,937)
(88,495)

(270)

$ 556,581
2019
$ 11,735,627
$ 395,590

30,033
$ 425,623
$ 178,232

217,707

(349)
$ 395,590
$ 191,643

234,088

(108)
$ 425,623
$ 445,107

6,783

(56,408)

528
$ 396,010

12. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance, January 1, 2020

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, March 31, 2020
Land
$ 8,261,041
-
193
-

-

$ 8,261,234
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 5,641,608 $ 90,366,481

-
51,228

653
863,392

-
(126,183 )

-

(834)

$ 5,642,261
$ 91,154,084
Others
Construction in
Progress and
Equipment to
Be Inspected
$ 9,549,160 $ 1,506,915

82,851
853,381

49,230
(917,192 )

(9,757 )
(24 )

(54)

-

$ 9,671,430
$ 1,443,080
Total
$ 115,325,205

987,460

(3,724 )

(135,964 )

(888)
$ 116,172,089
(Continued)
  • 17 -
Accumulated depreciation
and impairment
Balance, January 1, 2020

Depreciation
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, March 31, 2020

Carrying amount,
January 1, 2020

Carrying amount,
March 31, 2020

Cost
Balance, January 1, 2019

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, March 31, 2019

Accumulated depreciation
and impairment
Balance, January 1, 2019

Depreciation
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, March 31, 2019

Carrying amount,
March 31, 2019
Land
$ -
-
-
-

-

$ -

$ 8,261,041

$ 8,261,234

$ 8,289,085
-
(13,842 )
(562 )

-

$ 8,274,681

$ 1,662
-
-
-

-

$ 1,662

$ 8,273,019
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 1,649,207 $ 69,379,600

40,292
1,566,092

333
-

-
(110,441 )

-

(776)

$ 1,689,832
$ 70,834,475

$ 3,992,401
$ 20,986,881

$ 3,952,429
$ 20,319,609

$ 5,672,957 $ 87,623,044

1,116
68,977

(17,117 )
1,115,721

(1,523 )
(256,476 )

-

2,021

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

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

40,389
2,022,748

(6,048 )
-

(617 )
(240,209 )

-

1,766

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

$ 4,121,727
$ 22,247,586
Others
Construction in
Progress and
Equipment to
Be Inspected
Total
$ 8,114,393 $ - $ 79,143,200

171,413
-
1,777,797

-
-
333

(9,562 )
-
(120,003 )

(47)

-

(823 )
$ 8,276,197
$ -
$ 80,800,504
$ 1,434,767
$ 1,506,915
$ 36,182,005
$ 1,395,233
$ 1,443,080
$ 35,371,585
$ 9,346,834 $ 1,349,217 $ 112,281,137

67,099
1,076,857
1,214,049

36,344
(1,157,800 )
(36,694 )

(52,505 )
-
(311,066 )

132

-

2,153
$ 9,397,904
$ 1,268,274
$ 113,149,579
$ 7,402,137 $ - $ 73,425,177

288,107
-
2,351,244

-
-
(6,048 )

(51,426 )
-
(292,252 )

95

-

1,861
$ 7,638,913
$ -
$ 75,479,982
$ 1,758,991
$ 1,268,274
$ 37,669,597
(Concluded)

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 1-20 years Others 1-20 years

  • 18 -

13. LEASE ARRANGEMENTS

a. Right-of-use assets

March 31,
2020
Carrying amounts
Land
$ 577,735
Buildings
7,975,211
Telecommunications equipment and
machinery
797,427
Others

188,092

$ 9,538,465

Additions to right-of-use assets

Depreciation charge for right-of-use assets
Land

Buildings
Telecommunications equipment and machinery
Others






December 31,
2019
March 31,
2019
$ 565,364 $ 595,848

8,025,737
8,132,951

874,638
1,066,008
192,199

73,444
$ 9,657,938
$ 9,868,251
For the Three Months Ended
**March 31 **
December 31,
2019
March 31,
2019
$ 565,364 $ 595,848

8,025,737
8,132,951

874,638
1,066,008
192,199

73,444
$ 9,657,938
$ 9,868,251
For the Three Months Ended
**March 31 **



2020
$ 963,995

$ 59,690

860,774
47,214
15,131

$ 982,809
2019
$ 759,904
$ 57,668
835,392
51,357

17,110
$ 961,527

Except for the aforementioned additions and recognized depreciation, the Group did not have significant sublease or impairment of right-of-use assets during the three months ended March 31, 2020 and 2019.

  • b. Lease liabilities
March 31,
2020
December 31,
2019
Carrying amounts
Current
$ 3,579,174
$ 3,532,951

Non-current
$ 5,929,848
$ 6,117,438

Range of discount rate for lease liabilities was as follows:
March 31,
2020
December 31,
2019
Land
0.78%-1%
0.78%-1%
Buildings
0.78%-5.44%
0.78%-5.44%
Telecommunications equipment and
machinery
0.78%-4.38%
0.86%-4.38%
Others
0.78%-0.86%
0.78%-5.44%
March 31,
2019
$ 3,407,191
$ 6,368,976
March 31,
2019
0.86%-1%
0.86%-5.44%
0.86%-4.38%
0.86%-5.44%
  • 19 -

c. Material lease-in activities and terms

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

d. Other lease information

Expenses related to short-term leases

Expenses related to low-value asset leases

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

Total cash outflow for leases
For the Three Months Ended
March 31
For the Three Months Ended
March 31



2020
$ 9,044

$ 18,482

$ 11,445

$ (1,069,085)
2019
$ 19,090
$ 17,922
$ 9,665
$ (1,016,805)

The Group leases certain buildings, which qualify as short-term leases, and certain office equipment and other assets, which qualify as low-value asset leases. The Group has elected to apply the recognition exemption and, thus, no recognition of right-of-use assets and lease liabilities was made for such leases.

As of March 31, 2020, December 31, 2019 and March 31, 2019, the amounts of lease commitments for short-term leases, for which the recognition exemption is applied, were $12,105 thousand, $19,411 thousand and $18,527 thousand, respectively.

14. INVESTMENT PROPERTIES

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

The fair values of investment properties were measured using Level 3 inputs, arising from income approach, comparative approach, and cost approach adopted by a third party real estate appraiser, HomeBan Appraisers Joint Firm. As of March 31, 2020, December 31, 2019 and March 31, 2019, the fair values of investment properties were $7,355,209 thousand, $6,989,343 thousand and $6,971,613 thousand, respectively, and the capitalization rates for the aforementioned financial reporting periods were ranging from 1.32%-4.95%, 1.32%-4.95% and 1.32%-5.23%, respectively.

The amounts of depreciation recognized for the three months ended March 31, 2020 and 2019 were $5,099 thousand and $5,074 thousand, respectively.

  • 20 -

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

Year 1

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

March 31,
2020
December 31,
2019
$ 154,693
$ 153,723

139,778
143,089
132,900
133,686
47,154
81,103
29,413
29,888

41,981

51,310

$ 545,919
$ 592,799
March 31,
2019
$ 154,767
150,446
136,950
130,410
45,179
69,968
$ 687,720

15. INTANGIBLE ASSETS

Concessions Concessions Other Intangible Assets Other Intangible Assets Other Intangible Assets Other Intangible Assets
Concession Service Computer Customer Operating
Licenses Concessions Goodwill Software Relationships Rights Trademarks Copyrights Total
Cost
Balance, January 1, 2020 $ 41,043,375
$ 8,180,078
$ 15,872,595 $ 4,096,570 $ 2,654,089 $ 1,382,000 $ 2,517,884 $
25,197

$ 75,771,788
Addition 29,656,000 - - 29,110 - - 18 9,582
29,694,710
Disposals and retirements - - - (5,563 ) - - - -
(5,563 )
Reclassification 1,000,000 - - 11,031 - - - -
1,011,031
Effect of exchange rate changes -
-
- (138) - - - - (138)
Balance, March 31, 2020 $ 71,699,375 $ 8,180,078
$ 15,872,595 $ 4,131,010 $ 2,654,089 $ 1,382,000 $ 2,517,902 $
34,779

$ 106,471,828
Accumulated amortization
and impairment
Balance, January 1, 2020 $ 10,303,927
$ 1,210,025
$
40,155
$ 3,465,304 $ 1,647,063 $ - $ 1,642 $
25,197

$ 16,693,313
Amortization 660,164 44,679 - 108,686 34,100 - 37 5,068
852,734
Disposals and retirements - - - (5,563 ) - - - -
(5,563 )
Effect of exchange rate changes -
-
- (113) - - - -
(113)
Balance, March 31, 2020 $ 10,964,091 $ 1,254,704
$
40,155
$ 3,568,314 $ 1,681,163 $ - $ 1,679 $
30,265

$ 17,540,371
Carrying amount, January 1, 2020 $ 30,739,448 $ 6,970,053
$ 15,832,440 $
631,266
$ 1,007,026 $ 1,382,000 $ 2,516,242 $
-

$ 59,078,475
Carrying amount, March 31, 2020 $ 60,735,284 $ 6,925,374
$ 15,832,440 $
562,696
$ 972,926 $ 1,382,000 $ 2,516,223 $
4,514

$ 88,931,457
Cost
Balance, January 1, 2019 $ 41,043,375
$ 8,180,078
$ 15,872,595 $ 3,907,630 $ 2,654,089 $ 1,382,000 $ 2,517,866 $
15,222

$ 75,572,855
Addition - - - 24,666 - - - 2,189
26,855
Disposals and retirements - - - (129,656 ) - - - -
(129,656 )
Reclassification - - - 13,110 - - - -
13,110
Effect of exchange rate changes -
-
- 335 - - - -
335
Balance, March 31, 2019 $ 41,043,375 $ 8,180,078
$ 15,872,595 $ 3,816,085 $ 2,654,089 $ 1,382,000 $ 2,517,866 $
17,411

$ 75,483,499
Accumulated amortization
and impairment
Balance, January 1, 2019 $ 7,663,274
$ 1,031,305
$
-
$ 3,176,937 $ 1,510,663 $ - $ 1,493 $
13,538

$ 13,397,210
Amortization 660,163 44,680 - 122,060 34,100 - 37 3,452
864,492
Disposals and retirements - - - (129,656 ) - - - -
(129,656 )
Effect of exchange rate changes -
-
- 229 - - - - 229
Balance, March 31, 2019 $ 8,323,437 $ 1,075,985
$
-
$ 3,169,570 $ 1,544,763 $ - $ 1,530 $
16,990

$ 14,132,275
Carrying amount, March 31, 2019 $ 32,719,938 $ 7,104,093
$ 15,872,595 $
646,515
$ 1,109,326 $ 1,382,000 $ 2,516,336 $
421

$ 61,351,224
The estimated useful lives for the current and comparative periods are as follows:
Concession licenses 14-21 years
Service concessions 44-50 years
Computer software 1-10 years
Customer relationships 20 years
Trademarks 10 years
Copyrights Amortized over the
broadcast period
  • 21 -

a. Concession licenses

In February 2020, TWM acquired the 5G concession licenses for the mobile broadband spectrum in the 3500MHz and 28000MHz, and paid $30,656,000 thousand as the bid price.

b. Service concessions

On January 15, 2009, TNH signed a BOT contract with 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.

d. Goodwill

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

Telecommunications service

Fixed network service
Cable television business
Retail business

March 31,
2020
$ 7,211,936
357,970
3,269,636

4,992,898

$ 15,832,440
December 31,
2019
$ 7,211,936

357,970

3,269,636

4,992,898

$ 15,832,440
March 31,
2019
$ 7,238,758

357,970

3,269,636

5,006,231
$ 15,872,595
  • e. Impairment of assets

See Note 16 (e) to the consolidated financial statements for the year ended December 31, 2019 for the related information on impairment of assets. There was no significant evidence indicating impairment of intangible assets as of March 31, 2020.

  • 22 -

16. OTHER NON-CURRENT ASSETS

Long-term accounts receivable

Refundable deposits (Note)
Prepayments for equipment
Prepayments for investment
Others

March 31,
2020
$ 356,562
658,901
292,040
-

516,767

$ 1,824,270
December 31,
2019
$ 325,482

1,633,054

131,228

100,000

504,706

$ 2,694,470
March 31,
2019
$ 113,506

635,229

65,423

100,000

512,180
$ 1,426,338

Note: TWM applied for the participation in the 5G mobile spectrum auction held by NCC, and paid $1,000,000 thousand as bid bond in October 2019, which had been reclassified as concession licenses in February 2020.

17. BORROWINGS

a. Short-term borrowings

Unsecured loans

Annual interest rates
March 31,
2020
$ 20,930,000

0.68%-0.89%
December 31,
2019
$ 16,270,000

0.65%-0.95%
March 31,
2019
$ 4,800,000
0.7%-0.96%

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

  • b. Short-term notes and bills payable
March 31,
2020
Short-term notes and bills payable
$ 5,400,000

Less: Discounts on short-term notes and bills
payable

(2,554)

$ 5,397,446

Annual interest rates
0.618%-0.638%
Long-term borrowings
March 31,
2020
Unsecured loans
$ 2,000,000
Secured loans
2,838,531
Less: Current portion

(303,309)

$ 4,535,222

Annual interest rates:
Unsecured loans
0.79%
Secured loans
1.7495%
December 31,
2019
March 31,
2019
$ 1,900,000
$ 4,000,000
(1,889)

(2,104)
$ 1,898,111
$ 3,997,896
0.688%
0.618%-0.648%
December 31,
2019
March 31,
2019
$ 6,000,000 $ 6,000,000

2,889,373
3,141,843

(303,297)

(303,245)
$ 8,586,076
$ 8,838,598
0.72%-0.79%
0.72%-0.76%
2.0337%
2.0337%

c. Long-term borrowings

  • 23 -

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 in 2017. The agreement started from the date of the first drawdown of the loan and would last for 7 years with interest payments made on a monthly basis. In accordance with the loan agreement, the regular financial covenants, e.g. current ratio, equity ratio, and interest protection multiples, must be complied with during the credit facility period. For property under the BOT contract and its superficies that have been pledged as collateral, see Note 30 for details.

18. BONDS PAYABLE

3rd domestic unsecured straight corporate bonds
5th domestic unsecured straight corporate bonds
6th domestic unsecured straight corporate bonds
3rd domestic unsecured convertible bonds
Less: Current portion

March 31,
2020
$ -

14,989,550

19,979,481
914,443

-

$ 35,883,474
December 31,
2019
$ -

14,988,914

-

914,522

-

$ 15,903,436
March 31,
2019
$ 4,499,767

14,986,988

-

8,463,756

(4,499,767)
$ 23,450,744
  • a. 3rd domestic unsecured straight corporate bonds

On December 20, 2012, TWM issued $9,000,000 thousand of seven-year 3rd domestic unsecured straight corporate 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. The trustee of bond holders is Hua Nan Commercial Bank.

The above-mentioned corporate bonds were fully liquidated in December 2019.

  • b. 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 March 31, 2020, the amount of unamortized bond issue cost was $10,450 thousand. The trustee of bond holders is Bank of Taiwan.

  • 24 -

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

Year
2023

2025

Amount
$ 6,000,000

9,000,000
$ 15,000,000

c. 6th domestic unsecured straight corporate bonds

On March 24, 2020, TWM issued the 6th domestic unsecured straight corporate bonds. The bonds included five-year, seven-year, and ten-year bonds, with the principal amount of $5,000,000 thousand, $10,000,000 thousand and 5,000,000 thousand, each having a face value of $10,000 thousand, and coupon rates of 0.64%, 0.66% and 0.72% per annum, respectively, with simple interest due annually. Repayment will be made in full at maturity. As of March 31, 2020, the amount of unamortized bond issue cost was $20,519 thousand. The trustee of bond holders is Bank of Taiwan.

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

Year
2025

2027
2030

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

5,000,000
$ 20,000,000

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 March 31, 2020, the amount of unamortized bond discount was $13,857 thousand.

  • 25 -
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 March 31, 2019

Liability component on January 1, 2020

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

Liability component on March 31, 2020
$ 9,989,130
(400,564)

(35,961)
9,552,605
206,239
(1,295,088)
$ 8,463,756
$ 914,522
2,085

(2,164)
$ 914,443

As of March 31, 2020, December 31, 2019 and March 31, 2019, the bondholders had requested to convert the bonds at face values of $9,071,700 thousand, $9,069,500 thousand and $1,328,800 thousand, respectively.

19. PROVISIONS

Restoration
Decommissioning
Warranties
Current
Non-current
Balance, January 1, 2020

Provision

Payment/Reversal

Unwinding of discount


Balance, March 31, 2020

Balance, January 1, 2019

Provision

Payment/Reversal

Unwinding of discount


Balance, March 31, 2019






Restoration
$ 1,183,427
9,383
(8,368)

962
$ 1,185,404
$ 1,184,823
13,756
(12,892)

1,080
$ 1,186,767
March 31,
2020
December 31,
2019
$ 1,185,404
$ 1,183,427

339,863
324,693

32,372

40,111

$ 1,557,639
$ 1,548,231

$ 69,808
$ 88,961


1,487,831

1,459,270

$ 1,557,639
$ 1,548,231

Decom-
missioning
Warranties


$ 324,693 $ 40,111

12,885
9,420

-
(17,159)

2,285

-

$ 339,863
$ 32,372

$ 268,536 $ 67,929

12,558
21,419

-
(24,927)

1,910

-

$ 283,004
$ 64,421
March 31,
2019
$ 1,186,767
283,004

64,421
$ 1,534,192
$ 113,491

1,420,701
$ 1,534,192
Total
$ 1,548,231

31,688

(25,527)

3,247
$ 1,557,639
$ 1,521,288

47,733

(37,819)

2,990
$ 1,534,192
$

$
$










  • 26 -

20. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

Domestic firms of the Group adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed and defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages. The employees of the Group’s subsidiaries in other countries are participants of state-managed retirement benefit plans operated by local governments. In accordance with the above provisions, the Group’s contribution to the pension plan amounted to $81,100 thousand and $77,399 thousand for the three months ended March 31, 2020 and 2019, respectively.

b. Defined benefit plans

The Group recognized pension amounts of $1,577 thousand and $1,969 thousand for the three months ended March 31, 2020 and 2019, respectively, by using the actuarially determined pension cost rate.

21. EQUITY

a. Common stock

As of March 31, 2020, December 31, 2019, and March 31, 2019, TWM’s authorized capital was $60,000,000 thousand and capital issued and outstanding were $35,093,545 thousand, $34,959,441 thousand and $34,238,338 thousand, respectively, divided into 3,509,354 thousand shares, 3,495,944 thousand shares and 3,423,834 thousand shares, respectively, which were all common stocks, at a par value of $10 each.

As of March 31, 2020, December 31, 2019, and March 31, 2019, the bondholders of the 3rd domestic unsecured convertible bonds had requested to convert the bonds into 88,544 thousand, 88,522 thousand and 12,691 thousand common stocks, respectively. TWM recognized 22 thousand, 13,410 thousand and 9,691 thousand of common stocks, respectively, as capital collected in advance, totaling $220 thousand, $134,104 thousand and $96,905 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

Additional paid-in capital from convertible
corporate bonds

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

March 31,
2020
$ 14,426,818
5,159,704
85,965
501,215
37,184
30,801

34,950

$ 20,276,637
December 31,
2019
$ 14,424,786

5,159,704
85,965

501,215

37,273

30,801

34,950

$ 20,274,694
March 31,
2019
$ 7,296,997

5,159,704

85,965

501,215

347,337

48,147

33,968
$ 13,473,333
  • 27 -

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.

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 2019 and 2018 which have been proposed by the Board of Directors on April 30, 2020 and resolved in the AGM on June 12, 2019, respectively, were as follows:


Legal reserve

Special reserve
Cash dividends
Cash dividends per share (NT$)
Appropriation of Earnings
**For the Year Ended December 31 **
2019
2018
$ 1,248,117 $ 1,364,217
(95,381)
(267,322)
11,756,844
15,366,223
4.183
5.54897

On April 30, 2020, Board of Directors proposed cash appropriation from the capital surplus generated from the excess of the issuance price over the par value of capital stock amounting to $1,593,624 thousand, that is, $0.567 per share. Thus, total appropriations distributed were $4.75 per share for 2019.

  • 28 -

TWM’s 2019 earnings appropriation and cash appropriation from the capital surplus are awaiting approval in the AGM on June 18, 2020.

d. Other equity interests

Exchange
Differences on
Translation
Unrealized
Gain (Loss) on
Financial Assets
at FVTOCI

Balance, January 1, 2020
$ (34,505) $ 473,410

Exchange differences on translation

(6,262)
-
Changes in fair value of financial assets at
FVTOCI

-
(1,575,649)
Changes in other comprehensive income
(loss) of associates accounted for using
equity method

(170)
348
Income tax effect

-

24,750


Balance, March 31, 2020
$ (40,937)
$ (1,077,141)


Balance, January 1, 2019
$ (24,398) $ (70,983)
Exchange differences on translation

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

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

(1,785)
2,473
Income tax effect

-

54,741


Balance, March 31, 2019
$ (14,312)
$ 252,196
Total
$ 438,905
(6,262)
(1,575,649)
178

24,750
$ (1,118,078)
$ (95,381)
11,871
265,965
688

54,741
$ 237,884

e. Treasury stock

As of March 31, 2020, December 31, 2019 and March 31, 2019, TWM’s stocks held for the investment purposes by TCCI, TUI and TID, which are all wholly-owned by TWM, were 698,752 thousand shares, and the market values were $69,805,285 thousand, $78,260,179 thousand and $77,910,804 thousand, respectively. Since TWM’s stocks held by its subsidiaries are regarded as treasury stock, TWM recognized $29,717,344 thousand as treasury stock. For those treasury stockholders, they have the same rights as the other stockholders, except that they are not allowed to subscribe new shares issued by TWM for cash and exercise the voting rights over such treasury stock.

  • 29 -

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 of associates accounted
for using equity method
Changes in equity of associates accounted for using equity
method

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



2020
$ 6,158,984

-

6,158,984
249,876
(6,702)
(3,475)
3,497
(1,490)

$ 6,400,690
2019
$ 6,112,176

16,275
6,128,451
228,001

12,283

3,501
838

-
$ 6,373,074

22. OPERATING REVENUES

Revenue from contracts with customers
Telecommunications and value-added services

Sales revenue
Cable TV and broadband services
Other operating revenues

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


2020
$ 11,328,162
18,802,378
1,505,086
217,053

$ 31,852,679
2019
$ 12,243,495

15,768,204

1,515,319
345,655
$ 29,872,673

a. Contract information

Refer to Note 34 and to Note 4 to the consolidated financial statements for the year ended December 31, 2019.

b. Contract balances

Contract assets
Bundle sales

Less: Allowance for impairment loss


Current

Non-current

March 31,
2020
December 31,
2019
$ 8,160,142
$ 8,366,531


(69,273)

(71,032)

$ 8,090,869
$ 8,295,499

$ 4,788,514
$ 4,832,043


3,302,355

3,463,456

$ 8,090,869
$ 8,295,499
March 31,
2019
$ 8,559,044

(72,608)
$ 8,486,436
$ 5,227,317

3,259,119
$ 8,486,436
  • 30 -

For notes and accounts receivable, 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.

Contract liabilities
Telecommunications and value-added
services

Sales of goods
Cable TV and broadband services
Others


Current

Non-current

March 31,
2020
December 31,
2019
$ 1,072,016
$ 1,125,265

47,651
42,417
690,121
672,667

15,165

12,351

$ 1,824,953
$ 1,852,700

$ 1,782,559
$ 1,807,407


42,394

45,293

$ 1,824,953
$ 1,852,700
March 31,
2019
$ 1,191,285
137,552
728,193

17,628
$ 2,074,658
$ 2,021,941

52,717
$ 2,074,658

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
Incremental costs of obtaining a
contract - non-current
March 31,
2020
December 31,
2019
$ 2,007,740
$ 2,119,052
March 31,
2019
$ 2,660,094

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 March 31, 2020 and 2019 were $483,739 thousand and $703,442 thousand, respectively.

23. NON-OPERATING INCOME AND EXPENSES

  • a. Other income
Interest income
Other income
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **
For the Three Months Ended
**March 31 **


2020
$ 18,306


1,835

$ 20,141
2019
$ 15,313

17,023
$ 32,336
  • 31 -

b. Other gains and losses, net

Loss on disposal of property, plant and equipment, net
Valuation gain (loss) on financial assets at FVTPL
Valuation gain on financial liabilities at FVTPL
Gain on foreign exchange
Others
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31
2020
$ (14,949)
(149)
-
9,343

(473)
$ (6,228)
2019
$ (15,967)
3,867
1,819
1,674

(799)
$ (9,406)

c. Finance costs

Interest expense
Bank loans

Corporate bonds
Lease liabilities
Others

Less: Capitalized interest


Capitalization rate
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31



2020
$ 62,935

40,751
23,062
17,910

144,658
-

$ 144,658

-
2019
$ 46,917
70,804
24,561

11,984
154,266

(1,179)
$ 153,087
1.34%

24. INCOME TAX

a. Income tax recognized in profit or loss

Current income tax expense
Current period

Others


Deferred income tax expense
Temporary differences

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




2020
$ 705,248

-

705,248

60,169

$ 765,417
2019
$ 743,262

(17,079)

726,183

65,794
$ 791,977
  • 32 -

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

Deferred income tax income
Unrealized loss on financial assets at FVTOCI
For the Three Months Ended
March 31
For the Three Months Ended
March 31
For the Three Months Ended
March 31
2020

$ 24,750
2019
$ 54,741

c. Income tax examinations

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

Company
TWM
TCC
WMT
TNH
TFN
TT&T
TCCI
TDC
TDS
TPIA
TFC
TUI
TID
TKT
TFNM
GFMT
GWMT
WTVB
YJCTV
MCTV
PCTV
UCTV
GCTV
momo
FLI
FPI
FST
Bebe Poshe
Year
2017
2018
2018
2018
2018
2017
2018
2019
2018
2018
2018
2018
2018
2018
2017
2018
2018
2017
2017
2018
2017
2017
2017
2017
2018
2018
2018
2018
  • 33 -

25. EARNINGS PER SHARE


Basic EPS
Profit attributable to owners of the parent

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

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


Basic EPS
Profit attributable to owners of the parent

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

Diluted EPS
Profit attributable to owners of the parent
(adjusted for potential effect of common stock)
For the Three Months Ended March 31, 2020 For the Three Months Ended March 31, 2020
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
(In Thousands)
EPS
$ 3,314,640
2,810,617
$ 1.18
-
3,282

2,085

9,300
$ 3,316,725

2,823,199
$ 1.17
For the Three Months Ended March 31, 2019
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
(In Thousands)
$ 3,070,973
2,728,656

-
2,260

18,661

88,936
$ 3,089,634

2,819,852
EPS
$ 1.13
$ 1.10

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

26. CASH FLOW INFORMATION

Changes in liabilities arising from financing activities:

For the Three Months Ended March 31, 2020


Lease liabilities (including
current and non-current
portions)
Opening
Balance
$ 9,650,389
Cash Flows
$ (1,020,349)
Non-cash Changes
New Leases
Others
$ 962,981
$ (83,999)
Closing
Balance
$ 9,509,022
New Leases
$ 962,981
  • 34 -

For the Three Months Ended March 31, 2019


Lease liabilities (including
current and non-current
portions)
Opening
Balance
$ 9,980,846
Cash Flows
$ (958,105)
Non-cash Changes
New Leases
Others
$ 755,366
$ (1,940)
Closing
Balance
$ 9,776,167
New Leases
$ 755,366

27. CAPITAL MANAGEMENT

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

28. FINANCIAL INSTRUMENTS

  • a. Categories of financial instruments
Financial assets
Financial assets at FVTPL

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

Total

Financial liabilities
Financial liabilities measured at amortized
cost (including current and non-current
portions) (Note 2)
March 31,
2020
$ -
4,413,256

19,785,788

$ 24,199,044

$ 83,862,690
December 31,
2019
$ 149

5,492,381

20,722,936

$ 26,215,466

$ 61,453,923
March 31,
2019
$ 85,341

5,289,097

18,510,819

$ 23,885,257

$ 62,185,358

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.

  • 35 -

  • b. Fair value of financial instruments

  • 1) Financial instruments not at fair value

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

Financial liabilities
Bonds payable
(including current
portion)
March 31, 2020
Carrying
Amount
Fair Value
$ 35,883,474 $ 36,058,629
December 31, 2019
Carrying
Amount
Fair Value
$ 15,903,436 $ 16,077,220
March 31, 2019
Carrying
Amount
Fair Value
$ 27,950,511 $ 28,728,732

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).

March 31, 2020


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

Level 1
$ -

$ 3,381,134
-
-

-

$ 3,381,134
Level 2
$ -

$ -

-

-

2,551

$ 2,551
Level 3
$ -

$ -

662,034

336,665

30,872

$ 1,029,571
Total
$ -
$ 3,381,134

662,034

336,665

33,423
$ 4,413,256
  • 36 -
December 31, 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


March 31, 2019
Financial assets at FVTPL
Beneficiary certificates

Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Limited partnerships
Foreign unlisted stocks


Financial liabilities at
FVTPL
Level 1
$ -

$ 4,819,602
-
-

-

$ 4,819,602

Level 1
$ 85,341

$ 4,567,908
-
-

-

$ 4,567,908

$ -
Level 2
$ -

$ -

-

-

7,407

$ 7,407

Level 2
$ -

$ -

-

-

14,240

$ 14,240

$ -
Level 3
$ 149

$ -

173,515

462,068

29,789

$ 665,372

Level 3
$ -

$ -

173,923

503,637

29,389

$ 706,949

$ -
Total
$ 149
$ 4,819,602

173,515

462,068

37,196
$ 5,492,381
Total
$ 85,341
$ 4,567,908

173,923

503,637

43,629
$ 5,289,097
$ -

There was no transfer between the fair value measurements of Levels 1 and 2 for the three months ended March 31, 2020 and 2019.

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).

  • 37 -

  • 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:

Equity instruments

The evaluation of fair value of unlisted stocks is mainly referenced to the same type of companies through the market approach or asset approach. The unobservable input parameter was liquidity discount rates, which were ranging from 20% to 30% as of March 31, 2020, December 31, 2019 and March 31, 2019.

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 unobservable input parameter was liquidity discount rates, which were estimated at 33.5%, 29.6% and 29.6% as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively.

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

For the Three Months Ended March 31, 2020

Financial Assets Financial Assets Financial Assets
at FVTPL - at FVTOCI -
Equity Equity
Instruments Instruments
Balance at January 1, 2020 $
149
$ 665,372
Additions - 500,000
Recognized in profit or loss (loss on financial assets at
FVTPL) (149) -
Recognized in other comprehensive income (unrealized loss
on financial assets at FVTOCI) -
(135,801)
Balance at March 31, 2020 $
-
$1,029,571
For the Three Months Ended March 31, 2019
Financial Assets
at FVTOCI -
Equity
Instruments
Balance at January 1, 2019 $ 984,950
Recognized in other comprehensive income (unrealized loss
on financial assets at FVTOCI) (278,001)
Balance at March 31, 2019 $ 706,949
  • 38 -

  • c. Financial risk management

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

    • a) Credit risk

    • b) Liquidity risk

    • c) Market risk

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

  • 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.

  • 39 -

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.

The Group manages and maintains sufficient level of capital to ensure the requirements of paying estimated operating expenditures, including financial obligations on each contract. The Group also monitors its bank credit facilities to ensure that the provisions of loan contracts are all complied with. As of March 31, 2020, December 31, 2019 and March 31, 2019, the Group had unused bank facilities of $56,962,756 thousand, $56,641,022 thousand and $65,655,019 thousand, respectively.

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

March 31, 2020
Unsecured loans

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


December 31, 2019
Unsecured loans

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


March 31, 2019
Unsecured loans

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

Contractual
Cash Flows
Within 1 Year
$ 22,975,677 $ 20,967,799
3,031,845
351,823
5,400,000
5,400,000
37,653,820
274,880

9,661,587

3,650,212

$ 78,722,929
$ 30,644,714

$ 22,351,278 $ 16,337,490
3,127,824
360,411
1,900,000
1,900,000
16,674,020
140,880

9,814,113

3,605,364

$ 53,867,235
$ 22,344,145

$ 10,879,686 $ 4,849,143
3,436,151
365,048
4,000,000
4,000,000
29,115,900
4,701,180

9,911,902

3,437,559

$ 57,343,639
$ 17,352,930
1-5 Years
$ 2,007,878

2,680,022

-

12,976,940

5,975,839

$ 23,640,679

$ 6,013,788

2,767,413

-

7,443,140

6,173,611

$ 22,397,952

$ 6,030,543

1,015,994

-

15,234,720

6,291,753

$ 28,573,010
More Than 5
Years
$ -

-

-

24,402,000

35,536
$ 24,437,536
$ -

-

-

9,090,000

35,138
$ 9,125,138
$ -

2,055,109

-

9,180,000

182,590
$ 11,417,699
  • 40 -

5) Market risk

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

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

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
USD

EUR
RMB
Non-monetary items
USD
RMB
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
HKD
JPY
March 31, 2020
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 41,038
30.205
$ 1,239,557
1,176
33.48
39,356
31,585
4.252
134,300
12,168
30.205
367,537
125,244
4.252
532,537
655
3.895
2,551
86,861
0.927
80,520
13,741
30.205
415,056
95
33.48
3,175
8,530
3.895
33,225
36,276
0.28
10,150
  • 41 -
Foreign currency assets
Monetary items
USD

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

EUR
RMB
Non-monetary items
USD
RMB
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
HKD
JPY
December 31, 2019
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 50,271
30.02
$1,509,081
1,162
33.62
39,057
29,446
4.299
126,589
16,384
30.02
491,857
130,270
4.299
560,029
1,921
3.855
7,407
118,371
1.01
119,531
15,795
30.02
474,108
97
33.62
3,251
9,326
3.855
35,950
38,710
0.275
10,645
March 31, 2019
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 31,295
30.845
$ 965,322
751
34.68
26,047
29,123
4.578
133,323
17,281
30.845
533,026
158,908
4.578
727,482
3,624
3.929
14,240
121,960
0.974
118,789
19,729
30.845
608,559
108
34.68
3,743
12,556
3.929
49,331
49,326
0.28
13,821

Refer to Note 23(b) for the information related to the Group’s realized and unrealized foreign exchange gains (losses) for the three months ended March 31, 2020 and 2019, 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.

  • 42 -

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 $47,580 thousand and $22,462 thousand for the three months ended March 31, 2020 and 2019, respectively.

b) Interest rate risk

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

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

March 31, December 31, December 31, March 31,
2020 2019 2019
Fair value interest rate risk
Financial assets $
5,918,806
$ 5,763,639 $
5,427,534
Financial liabilities 69,505,499 41,837,415 40,060,818
Cash flow interest rate risk
Financial assets 4,083,053 3,697,273 2,987,472
Financial liabilities 6,138,531 9,859,372 7,141,843

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 $2,569 thousand and $5,193 thousand for the three months ended March 31, 2020 and 2019, respectively.

c) Other market price risk

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

Sensitivity analysis

If the prices of equity instruments had decreased by 5% (with other factors remaining constant and with the analyses of the two periods on the same basis), profit would have decreased by $4,267 thousand since the fair value of financial assets at FVTPL decreased for the three months ended March 31, 2019, and other comprehensive income would have decreased by $220,663 thousand and $264,455 thousand since the fair value of financial assets at FVTOCI decreased for the three months ended March 31, 2020 and 2019, respectively.

  • 43 -

29. RELATED-PARTY TRANSACTIONS

  • a. Parent company and ultimate controlling party

TWM is the ultimate controlling party of the Group.

  • b. Related party name and nature of relationship

Related Party Nature of Relationship GHS Associate TPE Associate kbro Media Associate TVD Shopping Associate ADT Associate M.E. Associate AppWorks Associate Beijing Global JiuSha Media Technology Co., Ltd. Associate (subsidiary of GHS) GHS Trading Ltd. Associate (subsidiary of GHS) Beijing YueShih JiuSha Media Technology Co., Ltd. Associate (subsidiary of GHS) Good Image Co., Ltd. Associate (subsidiary of kbro Media) Fubon Life Insurance Co., Ltd. Other related party Fubon Insurance Co., Ltd. (Fubon Ins.) Other related party Fubon Securities Investment Trust Co., Ltd. Other related party Fubon Sports & Entertainment Co., Ltd. Other related party Taipei Fubon Commercial Bank Co., Ltd. (TFCB) Other related party Fubon Financial Holding Co., Ltd. Other related party Fubon Life Insurance (HK) Ltd. Other related party Fubon Securities Co., Ltd. Other related party Fubon Futures Co., Ltd. Other related party Fubon Investment Services Co., Ltd. Other related party Fubon Marketing Co., Ltd. Other related party Fu-Sheng Life Insurance Agency Co., Ltd. Other related party Fu-Sheng General Insurance Agency Co., Ltd. Other related party Fubon Financial Venture Capital Co., Ltd. Other related party Fubon Gymnasium Co., Ltd. Other related party Fubon Asset Management Co., Ltd. Other related party One Production Film Co., Ltd. Other related party Fubon Bank (China) Co., Ltd. Other related party Fubon Land Development Co., Ltd. Other related party Fubon Property Management Co., Ltd. Other related party Fubon Real Estate Management Co., Ltd. Other related party Fubon Hospitality Management Co., Ltd. Other related party Chung Hsing Constructions Co., Ltd. Other related party Ming Dong Co., Ltd. Other related party Fu Yi Health Management Co., Ltd. Other related party Dao Ying Co., Ltd. Other related party Fubon Xinji Investment Co., Ltd. Other related party Far Eastern Memorial Hospital Other related party Dai-Ka Ltd. Other related party Chen Feng Investment Ltd. Other related party

(Continued)

  • 44 -
Related Party
Chen Yun Co., Ltd.
Xi Guo Co., Ltd.
Cho Pharma Inc.
Taiwan Mobile Foundation (TMF)
Taipei New Horizon Foundation (TNHF)
Fubon Cultural & Educational Foundation
Fubon Charity Foundation
Fubon Art Foundation
Taipei Fubon Bank Charity Foundation
Taipei New Horizon Management Agency
Key management
Nature of Relationship
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Chairman, director, general manager,
manager, etc.

(Concluded)

  • c. Significant transactions with related parties

  • 1) Operating revenue

Associates

Other related parties

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


2020
$ 10,573

190,359

$ 200,932
2019
$ 22,955

186,329
$ 209,284

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


2020
$ 195,490

57,932

$ 253,422
2019
$ 92,339

128,710
$ 221,049

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.

  • 45 -

3) Receivables due from related parties

Account
Related Party
Categories
Accounts receivable Associates

Accounts receivable
Other related parties

Other receivables
Associates

Other receivables
Other related parties
March 31,
2020
December 31,
2019
$ 5,181
$ 4,729

160,943

141,457

$ 166,124
$ 146,186

$ 44,550
$ 63,988

98,340

65,285

$ 142,890
$ 129,273
March 31,
2019
$ 5,937

144,263
$ 150,200
$ 102,882

48,727
$ 151,609

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

4) Payables due to related parties

Account
Related Party
Categories
Accounts payable
Associates
Accounts payable
Other related parties
Other payables
Other related parties
Prepayments
Other related parties
March 31,
2020
December 31,
2019
$ 89,098
$ 101,077

63,235

34,085

$ 152,333
$ 135,162

$ 53,363
$ 23,899

March 31,
2020
December 31,
2019
$ 49,983
$ 15,803
March 31,
2019
$ 82,301

59,152
$ 141,453
$ 40,400
March 31,
2019
$ 65,637
  • 5) Prepayments

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

Other related parties
TFCB

Others

March 31,
2020
December 31,
2019
$ 2,249,133
$ 2,102,334


23,544

18,736

$ 2,272,677
$ 2,121,070
March 31,
2019
$ 1,567,033

29,014
$ 1,596,047
  • 46 -

7) Cash equivalents

For the Three Months Ended March 31, 2019

8)
9)
Related Party
Target Disposed
TFCB
Government bonds
with repurchase
rights
Others
Guarantee deposits
Other related parties


Other current liabilities - receipts under
custody
Other related parties

Operating expenses
Other related parties
TMF
TNHF
Others
Other income
Other related parties
TFCB
Lease arrangements
Acquisition of right-of-use assets
Other related parties
Original
Purchase Price
Proceeds
Interest
Income
$ 146,013
$ 146,034
$ 21
March 31,
2020
December 31,
2019
March 31,
2019
$ 54,396
$ 54,256
$ 49,839


$ 127,140
$ 123,993
$ 84,873
For the Three Months Ended
March 31
2020
2019
$ 5,738
$ 3,825
3,000
3,000

64,569

69,448
$ 73,307
$ 76,273


$ 15,975
$ -
For the Three Months Ended
March 31
2020
2019
$ 681
$ 8,528
Original
Purchase Price
Proceeds
Interest
Income
$ 146,013
$ 146,034
$ 21
March 31,
2020
December 31,
2019
March 31,
2019
$ 54,396
$ 54,256
$ 49,839


$ 127,140
$ 123,993
$ 84,873
For the Three Months Ended
March 31
2020
2019
$ 5,738
$ 3,825
3,000
3,000

64,569

69,448
$ 73,307
$ 76,273


$ 15,975
$ -
For the Three Months Ended
March 31
2020
2019
$ 681
$ 8,528
Original
Purchase Price
Proceeds
Interest
Income
$ 146,013
$ 146,034
$ 21
March 31,
2020
December 31,
2019
March 31,
2019
$ 54,396
$ 54,256
$ 49,839


$ 127,140
$ 123,993
$ 84,873
For the Three Months Ended
March 31
2020
2019
$ 5,738
$ 3,825
3,000
3,000

64,569

69,448
$ 73,307
$ 76,273


$ 15,975
$ -
For the Three Months Ended
March 31
2020
2019
$ 681
$ 8,528
Original
Purchase Price
Proceeds
Interest
Income
$ 146,013
$ 146,034
$ 21
March 31,
2020
December 31,
2019
March 31,
2019
$ 54,396
$ 54,256
$ 49,839


$ 127,140
$ 123,993
$ 84,873
For the Three Months Ended
March 31
2020
2019
$ 5,738
$ 3,825
3,000
3,000

64,569

69,448
$ 73,307
$ 76,273


$ 15,975
$ -
For the Three Months Ended
March 31
2020
2019
$ 681
$ 8,528
Original
Purchase Price
Proceeds
Interest
Income
$ 146,013
$ 146,034
$ 21
March 31,
2020
December 31,
2019
March 31,
2019
$ 54,396
$ 54,256
$ 49,839


$ 127,140
$ 123,993
$ 84,873
For the Three Months Ended
March 31
2020
2019
$ 5,738
$ 3,825
3,000
3,000

64,569

69,448
$ 73,307
$ 76,273


$ 15,975
$ -
For the Three Months Ended
March 31
2020
2019
$ 681
$ 8,528





2020
2019
$ 5,738
$ 3,825
3,000
3,000
64,569

69,448
$ 73,307
$ 76,273
$ 15,975
$ -
For the Three Months Ended
March 31
2020
$ 681
2019
$ 8,528
  • 47 -

- Lease liabilities (including current and non current portions)

Associates

Other related parties

March 31,
2020
December 31,
2019
$ -
$ -


566,996

620,621

$ 566,996
$ 620,621
March 31,
2019
$ 11,824
697,338
$ 709,162

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


2020
$ 75,418


4,896

$ 80,314
2019
$ 78,552

12,448
$ 91,000

30. ASSETS PLEDGED

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

Other current financial assets

Services concessions
Other non-current financial assets

March 31,
2020
December 31,
2019
$ 165,123
$ 165,201

6,925,374
6,970,053

271,844

271,653

$ 7,362,341
$ 7,406,907
March 31,
2019
$ 157,124
7,104,093

147,084
$ 7,408,301

31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

a. Unrecognized commitments

Purchases of property, plant and equipment
Purchases of cellular phones
March 31,
2020
December 31,
2019
$ 3,202,440
$ 3,670,907

$ 2,480,823
$ 2,268,710
March 31,
2019
$ 4,878,808
$ 2,426,323

As of March 31, 2020, December 31, 2019 and March 31, 2019, the amounts of lease commitments commencing after the balance sheet date were $366,659 thousand, $629,272 thousand and $141,923 thousand, respectively.

  • b. As of March 31, 2020, December 31, 2019 and March 31, 2019, the amounts of endorsements and guarantees provided to group entities were all $21,550,000 thousand.

  • 48 -

  • 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 $499,452 thousand and $20,335 thousand, respectively, as of March 31, 2020.

In accordance with the NCC’s policy and regulations, cable television companies should provide performance bonds based on a certain proportion of the advance receipts from their subscribers. As of March 31, 2020, the cable television companies had provided $78,575 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 $76,906 thousand and $42,802 thousand, respectively, as of March 31, 2020.

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

  • 1) Construction and operating period:

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

  • 2) Development concession:

The total initial amount of concession was $1,238,095 thousand (tax excluded). According to the supplemental agreement signed in November 2014, the concession will be paid with additional business tax from the signing date of the supplemental agreement; thus, the concession will be increased by $48,750 thousand. The rest of the concession will be paid over 14 years from fiscal year 2015. As of March 31, 2020, $736,937 thousand (tax included) of the concession had been paid.

  • 3) Performance guarantee:

As of March 31, 2020, 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

  • 49 -

provisional execution of the sentence, and the counter-security deposit was reclaimed in March 2018. TWM and FET appealed the aforementioned sentences respectively. The judgment dismissed by the High Court were as follows: 1. (1) TWM “shall apply for the return of the C4 spectrum block to the NCC immediately”, “shall not use the C4 spectrum block in any way”, and “TWM shall not use the C1 spectrum block before the C4 spectrum block has been returned to and approved by the NCC”, and (2) the claim stated in section 2(2) below, in which the corresponding portion of FET’s claimed provisional execution and litigation expenses were rejected. 2. (1) For the dismissed portion stated in the above section (1), FET’s claim and motion of provisional execution in the first instance were rejected; and (2) for the dismissed portion stated in the above section 1(2), TWM shall pay FET $765,779 thousand, as well as a 5% annual interest payment, for the period starting from September 5, 2015 to the payment date, on $152,584 thousand of the above amount. 3. The rest of FET’s appeals were rejected. 4. TWM shall bear half of the litigation expenses in the first and second instances, and FET shall bear the rest. 5. Regarding the portion of the judgment regarding TWM’s payment, FET may file a provisional execution with a collateral of $255,260 thousand or a negotiable certificate deposit (NCD) issued by Far Eastern International Bank for the equal amount; and TWM may provide a counter-security of $765,779 thousand to be exempted from the above FET provisional execution. 6. The rest of FET’s motions on provisional execution were rejected. TWM and FET appealed the sentence respectively. 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.

32. OTHERS

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

Employee benefits
Salary

Insurance expenses
Pension
Others
Depreciation

Amortization
For the Three Months Ended March 31 For the Three Months Ended March 31
2020
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 616,493 $ 1,250,203 $ 1,866,696
52,601
105,873
158,474
27,335
53,903
81,238
29,063
64,439
93,502
2,511,691
254,014 2,765,705
765,261
571,212 1,336,473
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 559,729 $ 1,192,700 $ 1,752,429

46,044
105,421
151,465

24,925
52,589
77,514

25,344
65,172
90,516
3,064,283
253,562 3,317,845

757,649
810,285 1,567,934

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 $101,897 thousand and $96,063 thousand, and remuneration to directors were $10,190 thousand and $9,606 thousand, which were made by applying the rates to the aforementioned profit before income tax, for the three months ended March 31, 2020 and 2019, 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 2019 and 2018 shown below were approved by the Board of Directors on February 21, 2020 and January 31, 2019, respectively. The differences with the amounts recognized in the consolidated financial statements have been adjusted in 2020 and 2019, respectively.

  • 50 -
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 **
2019
Employees’
Compensation
Paid in Cash
Remuneration
of Directors
$ 437,880
$ 43,788

$ 394,092
$ 39,409
2018
Employees’
Compensation
Paid in Cash
Remuneration
of Directors
$ 459,368
$ 45,937
$ 432,341
$ 43,234

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.

33. ADDITIONAL DISCLOSURES

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

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

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

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

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

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

    • capital: Table 5 (attached)
  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None

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

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

  • 9) Names, locations and related information of investees on which TWM exercised significant influence: Table 8 (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 9 (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 10 (attached)

  • 51 -

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

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

34. SEGMENT INFORMATION

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

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

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

Cable television: providing pay TV and cable broadband services.

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

Adjustments
For the Three Months Telecommuni- Cable and
Ended March 31, 2020 cations Retail Television Others Eliminations Total
Operating revenues
$ 15,621,033
$ 15,105,707
$ 1,541,748 $
136,859 $ (552,668) $ 31,852,679
Operating costs 9,572,570 13,626,786
787,087
80,960
(485,950)
23,581,453
Operating expenses 2,796,518
940,101

194,821
17,383
(111,740)
3,837,083
Net other income and
expenses 38,337
23,113

(1,204)
-
(12,383)

47,863
Profit 3,290,282
561,933

558,636
38,516
32,639
4,482,006
EBITDA (Note) 6,494,364
753,140

740,524
86,729
25,688
8,100,445
Adjustments
For the Three Months Telecommuni- Cable and
Ended March 31, 2019 cations Retail Television Others Eliminations Total
Operating revenues $ 16,568,562 $ 11,735,627 $ 1,552,498 $ 147,418 $ (131,432) $ 29,872,673
Operating costs 10,319,724 10,513,795
854,307
86,871
(93,485)
21,681,212
Operating expenses 3,144,255
769,600

195,985
15,059
(49,060)
4,075,839
Net other income and
expenses 115,608
1,514
3,948 2,710 (11,308) 112,472
Profit 3,220,191
453,746

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

800,873
101,205
(9,307)
8,410,431

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.

  • 52 -

Geographical information

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

Consolidated geographic information for revenues was as follows:

Taiwan, ROC

Overseas

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


2020
$ 31,200,775

651,904

$ 31,852,679
2019
$ 29,157,441

715,232
$ 29,872,673
  • 53 -

TABLE 1

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

FINANCING EXTENDED TO OTHER PARTIES FOR THE THREE MONTHS ENDED MARCH 31, 2020

(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
$ 311,000

277,000
1.09400%-1.09422%
1.39378%-1.39400%
Short-term financing
Short-term financing
$ -

-
Operation requirements
Operation requirements
$ -
-
-
-
$ -
-
$ 33,284,118

33,284,118
$ 33,284,118

33,284,118
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
2,770,000
600,000

3,500,000

100,000

2,180,000

600,000

3,346,000

-

480,000

460,000
0.86989%-1.09422%
-
1.09378%-1.09422%
1.09300%-1.09433%
Short-term financing
Short-term financing
Short-term financing
Short-term financing

-

-

-

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

8,536,808

8,536,808

8,536,808

8,536,808

8,536,808

8,536,808

8,536,808

8,536,808
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

7,323,000

277,000
1.09422%
1.09400%
Short-term financing
Short-term financing

-

-
Operation requirements
Operation requirements
-
-
-
-
-
-

21,817,767

21,817,767

21,817,767

21,817,767
Note 2
Note 2
4 YJCTV TFNM Other receivables Yes 100,000
100,000

100,000
1.09378% Transactions 461,793 - - - -
461,793

461,793
Notes 3 and 4
5 PCTV TFNM Other receivables Yes 520,000
520,000

520,000
1.09378% Transactions 538,322 - - - -
538,322

538,322
Notes 3 and 4
6 GCTV TFNM Other receivables Yes 250,000
250,000

250,000
1.09378% Short-term financing
-
Repayment of financing
-
- -
293,107

293,107
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.

  • 54 -

TABLE 2

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

ENDORSEMENT/GUARANTEE PROVIDED TO OTHER PARTIES FOR THE THREE MONTHS ENDED MARCH 31, 2020

(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
$ 8,463,325
50,000
$ -
-
30.81
0.07
$ 69,775,656
69,775,656
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.

  • 55 -

TABLE 3

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES) MARCH 31, 2020

(In Thousands of New Taiwan Dollars)

Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account March 31, 2020 March 31, 2020 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.
LINE Bank Taiwan Limited
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 FVTOCI
Current financial assets at FVTPL
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
97,171
800
50,000
-
-
6,998
-
90,212
200,497
10,000
410,665
87,590
0.2
0.0335
$ 233,652
553,875
30,872
488,013
241,700
94,965
87,757
-
2,593,607
20,029,626
38,144
41,025,462
8,750,197
-
-
0.028
2.55
10
5
21.67
21.67
5.21
7.14
1.6
5.71
6.67
11.7
2.5
0.33
0.056
$ 233,652
553,875
30,872
488,013
241,700
94,965
87,757
-
2,593,607
20,029,626
38,144
41,025,462
8,750,197
-
-


Note 1
Note 1
Note 1




(Continued)

  • 56 -
Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account March 31, 2020 March 31, 2020 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
$ 2,551
48,120
2.04
7.73
$ 2,551
48,120

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

Note 2: For the information on investments in subsidiaries and associates, see Table 8 and Table 10 for details.

(Concluded)

  • 57 -

TABLE 4

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST $300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE THREE MONTHS ENDED MARCH 31, 2020

(In Thousands of New Taiwan Dollars)

Company Name Type and Name of
Marketable
Securities
Financial Statement
Account
Counter-party Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Ending Balance
Units/Shares
(In Thousands)
Amount Units/Shares
(In Thousands)
Amount Units/Shares
(In Thousands)
Amount Carrying
Amount
Gain (Loss) on
Disposal
Units/Shares
(In Thousands)
Amount
TWM LINE Bank Taiwan
Limited
Non-current financial
assets at FVTOCI
- - - $ 100,000
(Note 1)
50,000 $ 400,000 - $ - $ - $ - 50,000 $ 488,013
(Note 2)

Note 1: The beginning balance is recognized as prepayments for investment.

Note 2: The ending balance includes the relevant adjustment to financial assets.

  • 58 -

TABLE 5

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 THREE MONTHS ENDED MARCH 31, 2020

(In Thousands of New Taiwan Dollars) Thousands of New Taiwan Dollars)
Buyer Property Event Date Transaction
Amount
Payment Status Counter-party Relationship Information on Previous Title Transfer If Counter-party Is A Related Party
Pricing Reference
Purpose of
Acquisition
Other Terms
Property Owner Relationship Transaction Date Amount
momo Land July 31, 2019 $ 619,817
(Note)
momo has paid $188,443
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

Note: Total transaction amount for the land was $628,143 thousand in July 2019 and changed to $619,817 thousand due to the adjustment of transaction volume in April 2020.

  • 59 -

TABLE 6

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE THREE MONTHS ENDED MARCH 31, 2020

(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
TT&T
TFNM
momo
TFN
momo
TWM
YJCTV
PCTV
TPE
Subsidiary
Subsidiary
Ultimate parent
Subsidiary
Subsidiary
Associate
Purchase
Sale
Sale
Channel leasing fee
Channel leasing fee
Purchase
$ 1,026,441
434,430
252,700
106,111
124,190
193,321
11
3
90
13
15
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
-
-
-
Note 1
Note 1
-
-
-
-
Note 1
Note 1
-
$ (388,936 )
129,303
84,298
-
-
(89,098 )
(Note 2)
2
90
-
-
2
Note 3

Note 1: The companies authorized a related party to deal with the copyright fees for cable television. As the said account item is the only one, there is no comparable transaction.

Note 2: Including accounts payable and other payables.

Note 3: Accounts receivable (payable) was the net amount after being offset.

  • 60 -

TABLE 7

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL MARCH 31, 2020

(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
TWM
TFC
TWM
TFNM
WTVB
TWM
TCC
TFNM
TFNM
TFNM
Subsidiary
Parent
Subsidiary
Parent
Subsidiary
Subsidiary
Ultimate parent
Parent
Parent
Parent
Parent
Accounts receivable
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Accounts receivable
Other receivables
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
$ 129,303
311,655
277,751
3,357,973
482,330
461,041
394,195
7,384,344
277,589
7,034
100,456
7,839
521,454
3,308
250,684
11.03
10.53
5.11
4.87
4.99
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 125,471
-
-
3,357,973
482,330
461,041
334,597
6,327
-
-
2
-
-
-
-
$ -

-

-

-

-

-

-

-

-

-

-

-

-

-

-
  • 61 -

TABLE 8

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

NAMES, LOCATIONS AND RELATED INFORMATION OF INVESTEES ON WHICH TWM EXERCISED SIGNIFICANT INFLUENCE (EXCLUDING INFORMATION ON INVESTMENT IN MAINLAND CHINA) FOR THE THREE MONTHS ENDED MARCH 31, 2020

(In Thousands of New Taiwan Dollars)

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of March 31, 2020 Balance as of March 31, 2020 Balance as of March 31, 2020 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
March 31,
2020
December 31,
2019
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
TDS
TPIA
TFC
TFNM
GFMT
GWMT
WTVB
momo
TUI
TID
TKT
YJCTV
MCTV
PCTV
UCTV
GCTV
kbro Media
M.E.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Investment
Investment
Investment
Building and operating Songshan Cultural and
Creative Park BOT project
Venture capital, investment consulting, and
management consulting
Technology development of mobile payment and
information processing services
Fixed line service provider
Call center service and telephone marketing
Investment
Investment
Commissioned maintenance service
Property insurance agent
Type II telecommunications business
Type II telecommunications business
Investment
Investment
TV program provider
Wholesale and retail sales
Investment
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

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

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
$ 20,639,825
21,341,133
4,829
1,828,157
218,677
6,072
54,545,380
114,767
228,929
27,400,205
106,464
83,147
203,009
7,087,451
16,917
99,458
320,890
9,513,762
35,750,738
7,630,466
242,689
1,750,739
660,861
3,455,339
2,004,106
1,299,456
129,218
25,587
$ 743,317

608,911

(79)

14,692

(8,757)

-

680,727

12,914

2,117

1,322

1,190

17,698

5,600

426,678

14

1,025

7,218

441,952

(83)

(54)

(2,633)

(19,367)

13,779

43,834

10,271

16,068

(22,889)

3,725
$ 743,469

608,963

(79)

7,713

(4,682)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
Note 1
Note 1
Note 1
Note 1
Note 2
Note 2
Notes 2 and 3
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Notes 2 and 4
Note 2
Note 2
Note 2
Note 2
Notes 2 and 5
Note 2
Note 2
Note 2
Note 2
Note 2
(Continued)
  • 62 -
Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of March 31, 2020 Balance as of March 31, 2020 Balance as of March 31, 2020 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
March 31,
2020
December 31,
2019
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
FSL
Fortune Kingdom
HK Fubon Multimedia
HK Yue Numerous
Taiwan
Taiwan
British Virgin Islands
Samoa
Taiwan
Taiwan
Taiwan
Taiwan
Thailand
Taiwan
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
Logistics and transport
Investment
Investment
Investment
$ 16,218
91,910
885,285
670,448
3,000
3,000
6,000
337,860
79,490
85,000
250,000
1,132,789
1,132,789
670,448
$ 16,218

91,910

885,285

670,448

3,000

3,000

6,000

337,860

111,935

85,000

-

1,132,789

1,132,789

670,448

1,300

3,825

9,735

21,778

500

500

3,000

16,893

17,150

8,500

25,000

11,594

11,594

16,600
0.76
6.83
81.99
100
100
100
100
17.7
35
85
100
100
100
100
$ 15,407
98,063
38,364
602,256
8,558
10,807
51,914
419,831
80,520
63,068
249,969
42,326
42,326
602,256
$ 10,271

16,068

(2,532)

(18,755)

(233)

404

4,088

53,913

1,171

89

(31)

(2,580)

(2,580)

(18,755)
$ -

-

-

-

-

-

-

-

-

-

-

-

-

-
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 2

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

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

Note 3: Held 1 share on March 31, 2020.

Note 4: Non-controlling interests.

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

Note 6: For information on investment in Mainland China, see Table 10 for details.

(Concluded)

  • 63 -

TABLE 9

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE THREE MONTHS ENDED MARCH 31, 2020

(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
TNH
TFN
WMT
TCC
TFN
TKT
momo
TFN
WMT
TT&T
TDS
TFN
TNH
TFN
momo
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Notes and accounts receivable, net
Notes and accounts receivable, net
Notes and accounts receivable, net
Other receivables
Other 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
Other current liabilities
Other current liabilities
$ 24,259
57,525
129,303
32,813
18,117
7,323,000
3,346,000
311,000
65,716
55,728
24,401
353,706
11,973
84,298
17,529
30,407
114,177
35,979
18,679
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
-
-
-
-
-
4%
2%
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

  • 64 -
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
TNH
YJCTV
GCTV
TFN
TPIA
momo
TFN
TKT
TDS
momo
TT&T
TFN
TFN
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Operating revenues
Operating revenues
Operating revenues
Operating costs
Operating costs
Operating costs
Operating costs
Operating expenses
Other revenues and expenses, net
Finance costs
$ 36,272
339,330
32,020
16,272
66,431
36,252
434,430
1,026,441
54,548
16,664
69,049
252,700
10,476
20,296
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
-
-
-
-
-
-
1%
3%
-
-
-
1%
-
-
1 TCC TFC
TFN
1
1
Other receivables
Short-term borrowings
277,751
277,000
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
-
-
2 WMT TFNM
WTVB
1
1
Other receivables
Other receivables
482,330
461,041
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
3 momo TFNM
Bebe Poshe
TFNM
3
1
3
Notes and accounts payable
Operating costs
Operating costs
12,320
14,049
12,317
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)
  • 65 -
Number Company Name Counter-party Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenues or
Total Assets
Account Amount Transaction Terms
4 TFN TFC
TFNM
TFC
TFNM
TT&T
3
3
3
3
3
Notes and accounts receivable, net
Notes and accounts receivable, net
Operating revenues
Operating revenues
Operating expenses
$ 16,329
24,409
23,189
38,469
26,647
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 PCTV
YJCTV
UCTV
GCTV
MCTV
PCTV
YJCTV
GCTV
WTVB
PCTV
YJCTV
UCTV
GCTV
WTVB
1
1
1
1
1
1
1
1
3
1
1
1
1
3
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Short-term borrowings
Short-term borrowings
Short-term borrowings
Notes and accounts payable
Operating revenues
Operating revenues
Operating revenues
Operating revenues
Operating costs
69,350
36,616
26,903
32,662
16,215
520,000
100,000
250,000
21,334
134,650
115,506
55,200
51,510
21,334
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
-
-
-
-
-
-
-
-
-
-
-
-
  • Note 1: 1. Parent to subsidiary.

  • Subsidiary to parent.

  • Between subsidiaries.

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

(Concluded)

  • 66 -

TABLE 10

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INVESTMENTS IN MAINLAND CHINA FOR THE THREE MONTHS ENDED MARCH 31, 2020

(In Thousands of New Taiwan Dollars and Foreign Currencies)

Investee Company Name Main Businesses and
Products
Main Businesses and
Products
Total Amount
of Paid-in
Capital
Total Amount
of Paid-in
Capital
Investment
Type
(Note 1)
Accumulated
Outflow of
Investment
from Taiwan as
of January 1,
2020
Accumulated
Outflow of
Investment
from Taiwan as
of January 1,
2020
Investment Flows Investment Flows Accumulated
Outflow of
Investment
from
Taiwan as of
March 31, 2020
Net Income
(Loss) of
Investee
%
Ownership
through Direct
or Indirect
Investment
Investment
Income (Loss)
Carrying
Value as of
March 31, 2020
Accumulated
Inward
Remittance of
Earnings as of
March 31, 2020
Note
Outflow Inflow
TWMC
FGE
Haobo
GHS
Mobile application
development and design
Wholesaling
Investment
Wholesaling
$ 90,615
(USD
3,000)
329,531
(RMB 77,500)
46,772
(RMB 11,000)
212,600
(RMB 50,000)
b
b
b
b
$ 147,156
(USD
4,872)
802,434
(USD 14,000)
(RMB 89,267)
-
-
$ -
-

-

-
$ -

-

-

-
$ 147,156
(USD
4,872)

802,434
(USD 14,000)
(RMB 89,267)

-

-
$ 357
(2,770)

(18,542)

(82,638)
100
76.7
100
20
$ 357
(2,124)
(18,542)
(18,250)
$ 76,815

27,814

575,314

532,537

-

-

-

-
Company Accumulated Investment in
Mainland China as of
March 31, 2020
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
Authorized by Investment
Commission, MOEA
(Note 2)
TWM and subsidiaries $1,606,050
(USD18,872, RMB89,267 and
HKD168,539)
$1,606,050
(USD18,872, RMB89,267 and
HKD168,539)
$45,705,808

Note 1: The investment types are as follows:

a. Direct investment in Mainland China.

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

c. Others.

Note 2: The upper limit on investment in Mainland China is calculated by 60% of the consolidated net worth.

  • 67 -

TABLE 11

TAIWAN MOBILE CO., LTD

INFORMATION OF MAJOR STOCKHOLDERS MARCH 31, 2020

Name of Major Stockholder Shares Shares
Number of Shares (In Thousands) Percentage of Ownership (%)
TUI
Shin Kong Life Insurance Co., Ltd.
TCCI
Cathay Life Insurance Co., Ltd.
Ming Dong Co., Ltd.
410,665
323,893
200,497
187,108
184,736
11.70
9.22
5.71
5.33
5.26

Note: The table discloses stockholding information of stockholders whose stockholding percentages are more than 5%. The Taiwan Depository & Clearing Corporation calculates the total number of common stocks and special stocks (including treasury stocks) that have completed the dematerialized registration and delivery on the last business day of the quarter. The stocks reported in the TWM’s consolidated financial statements and the actual number of stocks that have completed the dematerialized registration and delivery may be different due to the basis of calculation.

  • 68 -