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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.
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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.
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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) |
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|---|---|---|---|---|---|---|
| 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) |
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|---|---|---|---|---|---|---|
| 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.
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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) |
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| 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 |
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The accompanying notes are an integral part of the consolidated financial statements.
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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 |
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|---|---|---|---|---|---|---|
| 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.
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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) |
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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)
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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.
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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
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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.
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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) |
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| 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) |
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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.
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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
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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.
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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.
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| 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 |
|---|---|---|---|
| $ | |||
$ |
|||
| $ | |||
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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 |
|---|---|---|---|
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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.
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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 |
|---|---|---|
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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 |
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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 |
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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 |
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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 |
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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)
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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)
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| 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) |
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| 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)
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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.
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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.
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