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TWM Interim / Quarterly Report 2020

Nov 6, 2020

52277_rns_2020-11-06_8bcc20e3-945b-41c7-920e-709609fb086f.pdf

Interim / Quarterly Report

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Taiwan Mobile Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Six Months Ended June 30, 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 June 30, 2020 and 2019, the consolidated statements of comprehensive income for the three months and the six months ended June 30, 2020 and 2019, the consolidated statements of changes in equity and cash flows for the six 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 June 30, 2020 and 2019, and of its consolidated financial performance for the three months ended June 30, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the six months then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by Financial Supervisory Commission of the Republic of China.

  • 1 -

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

Deloitte & Touche Taipei, Taiwan Republic of China

August 4, 2020

Notice to Readers

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

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

  • 2 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

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

Financial assets at fair value through profit or loss
Financial assets at fair value through other
comprehensive income (Note 7)
Contract assets (Note 22)
Notes and accounts receivable, net (Note 8)
Notes and accounts receivable due from related
parties (Note 29)
Other receivables (Note 29)
Inventories (Note 9)
Prepayments (Note 29)
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
(Notes 10 and 29)
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
June 30, 2020
(Reviewed)
December 31, 2019
(Audited)
June 30, 2019
(Reviewed)





Amount
%
$ 8,237,272
5
-
-
2,985,211
2
4,677,432
3
7,357,742
4
193,179
-
1,546,009
1
3,719,234
2
730,294
-
688,913
-

131,228

-


30,266,514

17

1,855,031
1
3,033,639
2
1,714,204
1
35,579,874
20
9,211,915
5
2,965,503
2
66,955,815
38
15,832,440
9
5,367,340
3
796,349
-

1,878,963
1
267,507
-

1,663,404

1

147,121,984

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
%
$ 6,774,567
4

85,444
-

257,243
-

5,013,363
3

7,359,220
5

150,868
-

2,081,099
2

4,075,835
3

604,338
1

573,742
-

120,790

-

27,096,509

18

5,924,278
4

3,346,768
2

1,431,802
1

37,754,329
24

9,666,957
6

2,983,166
2

39,119,187
25

15,872,595
10

5,641,739
4

818,405
1

2,428,080
2

168,054
-

1,351,906

1
126,507,266

82

TOTAL $ 177,388,498 100 $ 153,919,959 100 $ 153,603,775 100

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)
Dividends payable (Note 21)
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
June 30, 2020
(Reviewed)
December 31, 2019
(Audited)
June 30, 2019
(Reviewed)









Amount
%
$ 11,590,000
7
9,795,551
5
1,685,736
1
8,202,132
5
150,956
-
13,350,468
8
7,567,050
4
1,501,928
1
64,469
-
3,529,437
2
152,620
-
303,320
-

2,290,047

1


60,183,714

34

39,290
-
35,886,949
20
4,484,367
3
1,503,649
1
1,020,457
1
5,676,851
3
504,812
-
1,127,425
1

462,566

-


50,706,366

29

110,890,080

63

35,093,765
20
-
-
18,681,980
10
30,170,398
17
-
-
6,787,948
4
(542,778)
-

(29,717,344)
(17)

60,473,969
34

6,024,449

3


66,498,418

37

$ 177,388,498
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
%
$ 3,900,000
2

-
-

1,959,865
1

6,943,978
5

191,450
-

15,366,223
10

8,790,462
6

1,808,424
1

109,315
-

3,424,882
2

105,373
-

4,803,111
3

2,356,830

2

49,759,913

32

51,023
-

19,944,211
13

8,787,754
6

1,434,203
1

949,619
1

6,193,616
4

477,378
-

1,063,021
1

522,108

-

39,422,933

26

89,182,846

58

34,335,243
22

344,288
-

16,652,574
11

28,922,281
19

95,381
-

6,800,609
4

1,128,647
1

(29,717,344)
(19)

58,561,679
38

5,859,250

4

64,420,929

42
$ 153,603,775
100

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

  • 3 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

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

OPERATING REVENUES (Notes 22, 29 and
34)

OPERATING COSTS (Notes 9, 29, 32 and 34)
GROSS PROFIT FROM OPERATIONS

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

Total operating expenses

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

OPERATING INCOME (Note 34)

NON-OPERATING INCOME AND
EXPENSES
Interest income (Note 29)
Other income (Note 23)
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 income
(loss) of associates accounted for using
equity method

Other comprehensive income (loss)
(after tax)

TOTAL COMPREHENSIVE INCOME

NET PROFIT ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the parent

Non-controlling interests


EARNINGS PER SHARE (Note 25)
Basic earnings per share
Diluted earnings per share
For the Three Months Ended June 30 For the Three Months Ended June 30 For the Three Months Ended June 30 For the Six Months Ended June 30 For the Six Months Ended June 30 For the Six Months Ended June 30
2020 2019
Reclassified (Note 3)
2020 2019
Reclassified (Note 3)



















Amount
%
$ 31,341,639 100

23,408,985
75


7,932,654
25

2,477,608
8
1,300,044
4
53,820
-

49,319

-


3,880,791
12


80,808

-


4,132,671
13

17,683
-
16,468
-
45,566
-
(157,692 )
-

73,154

-


(4,821)

-

4,127,850 13

812,929

2


3,314,921
11

998,253
3
23,792
-
(9,512 )
-

2,424

-


1,014,957

3

$ 4,329,878
14

$ 3,047,593 10

267,328

1

$ 3,314,921
11

$ 4,049,814 13

280,064

1

$ 4,329,878
14

$ 1.08
$ 1.08






























Amount
%
$ 29,614,551 100

21,490,597
73


8,123,954
27


2,582,082
9

1,251,869
4

37,897
-

73,471

-


3,945,319
13


147,335

-


4,325,970
14


18,957
-

26,049
-

(28,532 )
-

(138,631 )
-

18,667

-


(103,490)

-


4,222,480 14

834,970

3


3,387,510
11


890,442
3

2,880
-

(7,254 )
-

2,423

-


888,491

3

$ 4,276,001
14

$ 3,205,701 11

181,809

-

$ 3,387,510
11

$ 4,096,464 14

179,537

-

$ 4,276,001
14

$ 1.16
$ 1.14






























Amount
%
$ 63,194,318 100

46,990,438
74


16,203,880
26


4,911,064
8

2,619,016
4

103,580
-

84,214

-


7,717,874
12


128,671

-


8,614,677
14


35,989
-

18,303
-

39,338
-

(302,350 )
-

51,826

-


(156,894)

-


8,457,783 14

1,578,346

3


6,879,437
11


(556,121 )
(1 )

27,368
-

(22,476 )
-

2,288

-


(548,941)

(1)

$ 6,330,496
10

$ 6,362,233 10

517,204

1

$ 6,879,437
11

$ 5,807,236
9

523,260

1

$ 6,330,496
10

$ 2.26
$ 2.25






























Amount
%
$ 59,487,224 100

43,171,809
73

16,315,415
27

5,271,291
9

2,549,885
4

74,853
-

125,129

-

8,021,158
13

259,807

-

8,554,064
14

34,270
-

43,072
-

(37,938 )
-

(291,718 )
-

11,681

-

(240,633)

-

8,313,431 14

1,626,947

3

6,686,484
11

1,214,649
2

8,374
-

16,900
-

(1,545)

-

1,238,378

2
$ 7,924,862
13
$ 6,276,674 11

409,810

-
$ 6,686,484
11
$ 7,500,702 13

424,160

-
$ 7,924,862
13
$ 2.29
$ 2.24




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

  • 4 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

(Reviewed, Not Audited)


BALANCE, JANUARY 1, 2019

Effect of retrospective application

ADJUSTED BALANCE, JANUARY 1, 2019

Distribution of 2018 earnings
Legal reserve
Reversal of special reserve
Cash dividends

Total distribution of earnings

Profit for the six months ended June 30, 2019
Other comprehensive income (loss) for the six months ended June
30, 2019

Total comprehensive income (loss) for the six months ended June
30, 2019

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

BALANCE, JUNE 30, 2019

BALANCE, JANUARY 1, 2020

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

Total distribution of earnings

Cash dividends from capital surplus
Profit for the six months ended June 30, 2020
Other comprehensive income (loss) for the six months ended June
30, 2020

Total comprehensive income (loss) for the six months ended June
30, 2020

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

BALANCE, JUNE 30, 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

-
-
-
-
(15,366,223)

-

(15,366,223)

-

6,276,674
409,810

1,224,028

14,350


7,500,702

424,160

4,513,075
-

-

(693,361)

$ 58,561,679
$ 5,859,250

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

-
-
-
-
(11,756,844)

-

(11,756,844)

-

(1,593,624)
-

6,362,233
517,204

(554,997)

6,056


5,807,236

523,260

2,163
-
-
-
(1,220)
(1,490)
(1,033)
(1,262)

-

(655,043)

$ 60,473,969
$ 6,024,449
Total Equity
$ 67,993,696

48,880
68,042,576
-
-
(15,366,223)
(15,366,223)
6,686,484

1,238,378

7,924,862
4,513,075

(693,361)
$ 64,420,929
$ 74,176,275
-
-
(11,756,844)
(11,756,844)
(1,593,624)
6,879,437

(548,941)

6,330,496
2,163
-

(2,710)

(2,295)

(655,043)
$ 66,498,418
Common Stock
$ 34,208,519


-

34,208,519
-
-

-


-

-

-


-

126,724

-

$ 34,335,243

$ 34,959,441

-
-

-


-

-
-

-


-

134,324
-

-
-

-

$ 35,093,765
Capital
Collected in
Advanced
Capital Surplus
$ 29,819
$ 12,580,692


-

-

29,819
12,580,692

-
-
-
-

-

-


-

-

-
-

-

-


-

-

314,469
4,071,882

-

-

$ 344,288
$ 16,652,574

$ 134,104
$ 20,274,694

-
-
-
-

-

-


-

-

-
(1,593,624)
-
-

-

-


-

-

(134,104)
1,943
-
-
-
-
-
(1,033)

-

-

$ -
$ 18,681,980
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
1,364,217
-
(1,364,217)
-
(267,322)
267,322

-

-
(15,366,223)


1,364,217

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

-
-
6,276,674

-

-

-


-

-

6,276,674

-
-
-

-

-

-

$ 28,922,281
$ 95,381
$ 6,800,609

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

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

-

-
(11,756,844)


1,248,117

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


-
-
-
-
-
6,362,233

-

-

(235)


-

-

6,361,998

-
-
-
-
-
426,241
-
-
(1,220)

-
-
680

-

-

-

$ 30,170,398
$ -
$ 6,787,948
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)

-
-
-
-
-
-

-

-

-


-

-

-

-
-
-

7,378

1,216,650

-


7,378

1,216,650

-

-
-
-

-

-

-

$ (17,020)
$ 1,145,667
$ (29,717,344)

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

-
-
-
-
-
-

-

-

-


-

-

-

-
-
-

-
-
-

(10,060)

(544,702)

-


(10,060)

(544,702)

-

-
-
-
-
(426,241)
-

-
-
-
-
(680)
-

-

-

-

$ (44,565)
$ (498,213)
$ (29,717,344)

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

  • 5 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax

Adjustments for:
Depreciation expense
Amortization expense
Amortization of incremental costs of obtaining a contract
Loss on disposal of property, plant and equipment, net
Gain on disposal of intangible assets
Expected credit loss
Finance costs
Interest income
Dividend income
Share of profit of associates accounted for using equity method
Gain on disposal of investments 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
Notes and accounts receivable due from related parties
Other receivables
Inventories
Prepayments
Other current assets
Other financial assets
Incremental costs of obtaining a contract
Contract liabilities
Notes and accounts payable
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
For the Six Months Ended
June 30
For the Six Months Ended
June 30




2020
$ 8,457,783
5,473,586
1,724,791
925,259
23,798
(8,800)
84,214
302,350
(35,989)
(8,398)
(51,826)

(58,494)
149
(7,188)
589,440
193,346
(46,993)
(10,356)
1,951,242
(279,170)
69,015
(1,671)
(685,170)
(127,674)
541,847
15,794
(770,840)
(4,767)
64,046
(85,982)

(12,363)

18,220,979
3,035
(626)

(1,516,935)


16,706,453
2019
$ 8,313,431

6,556,816

1,725,189

1,357,200

37,537

-

125,129

291,718

(34,270)

(6,438)

(11,681)

-

(5,789)

5,217

323,453

82,166

(4,958)

(33,691)

(130,172)

(138,434)

796,237

(4,028)

(838,998)

(76,049)

186,998

11,862

(1,033,309)

4,149

(6,839)

202,676

(33,502)

17,661,620

67

(634)

(2,149,230)

15,511,823
(Continued)
  • 6 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

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

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

Acquisition of right-of-use assets
Acquisition of intangible assets

Increase in prepayments for equipment
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of intangible assets
Increase in advanced receipts from assets disposals
Acquisition of financial assets at fair value through other
comprehensive income
Disposal of financial assets at fair value through other comprehensive
income
Acquisition of investments accounted for using equity method
Disposal of investments accounted for using equity method
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
Decrease in short-term borrowings
Increase (decrease) 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
Cash dividends paid to non-controlling interests of subsidiaries
Interest paid

Net cash generated from (used in) financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
EQUIVALENTS
For the Six Months Ended
June 30
For the Six Months Ended
June 30






2020
$ (3,173,445)
(20,821)
(29,810,586)
(219,127)
12,431
6,000
149
(407,419)
548,542
(335,246)
166,807
(30,554)
33,298
(196,782)
164,391
(160,515)
68,572
24,888

-

(33,329,417)

(4,680,000)
7,893,678
19,979,415
(4,102,000)
(1,938,642)
73,475
(38,401)
(655,043)

(332,790)


16,199,692


(2,826)
2019
$ (3,167,261)

(14,546)

(158,677)

(73,891)

36,126

-

222

-

-

(27,000)

-

(100,000)

-

(145,115)

135,093

(72,735)

43,227

31,564

52,007

(3,460,986)

(6,370,000)

(1,498,700)

-

(2,102,000)

(1,858,702)

119,138

(70,647)

(693,361)

(301,990)
(12,776,262)

1,282
(Continued)
  • 7 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

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

NET DECREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD
For the Six Months Ended
June 30
For the Six Months Ended
June 30


2020
$ (426,098)

8,663,370

$ 8,237,272
2019
$ (724,143)

7,498,710
$ 6,774,567

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

(Concluded)

  • 8 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 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 mobile spectrum auctions held by NCC for the need of long-term business development and from April 2014 to June 2018 acquired the concession licenses for the fourth-generation (“4G”) mobile broadband spectrum in the 700MHz, 1800MHz and 2100MHz frequency bands separately, and the aforementioned licenses are valid until December 2030 and December 2033, respectively. In June 2020, TWM acquired the concession licenses for the fifth-generation (“5G”) mobile broadband spectrum in the 3500MHz and 28000MHz frequency bands, and the aforementioned licenses are valid until December 2040.

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

2. APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors approved the consolidated financial statements on August 4, 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.

  • 9 -

  • 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 (Note 1)

“Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IFRS 4 “Extension of the Temporary Exemption from Effective immediately upon Applying IFRS 9” promulgation by the 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, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2023 Non-current” Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4) before Intended Use” Amendments to IAS 37 “Onerous Contracts-Cost of Fulfilling a January 1, 2022 (Note 5) Contract”

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

  • Note 2: The amendments to IFRS 9 are applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” are applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” are applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

As of the date the consolidated financial statements were authorized for issue, the Group 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 and the six months ended June 30, 2019 was made to conform to the current period’s presentation.

  • 10 -

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Except for the following description, the significant accounting policies adopted for the consolidated financial statements are the same as those adopted for the consolidated financial statements for the year ended December 31, 2019.

Statement of Compliance

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

Basis of Consolidation

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

  • 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
Percentage of Ownership
June 30,
2020
December 31,
2019
June 30,
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%
-
(Continued)
  • 11 -
Investor
Subsidiary
Main Business and
Products
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
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
Fortune
Kingdom
Hong Kong Fubon
Multimedia Technology
Co., Ltd. (HK Fubon
Multimedia)
Investment
Honest
Development
Hongkong Yue Numerous
Investment Co., Ltd.
(HK Yue Numerous)
Investment
HK Yue
Numerous
Haobo Information
Consulting (Shenzhen)
Co., Ltd. (Haobo)
Investment
HK Fubon
Multimedia
Fubon Gehua (Beijing)
Enterprise Ltd. (FGE)
Wholesaling
Percentage of Ownership
June 30,
2020
December 31,
2019
June 30,
2019
Note
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%
-
0.76%
0.76%
0.76%
-
6.83%
6.83%
6.83%
-
81.99%
81.99%
81.99%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
85.00%
85.00%
85.00%
-
100.00%
-
-
Note 5
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
93.55%
93.55%
93.55%
-
(Concluded)

Note 1: Set up in September 2019.

Note 2: TCCI, TUI and TID collectively owned 698,752 thousand shares of TWM, representing 19.91% of total outstanding shares as of June 30, 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.

  • 12 -

Leases

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

a. The Group as lessor

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

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

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

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

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

  • b. The Group as lessee

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

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

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

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

  • 13 -

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification, the Group accounts for the remeasurement of the lease liability by (a) adjusting the carrying amount of the right-of-use asset of lease modifications that adjust the scope and the term of the lease, and recognizes in profit or loss any gain or loss on the partial or full termination of the lease and (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. The Group also accounts for the rent concessions as lease modifications if the rent payments due by June 30, 2021 were adjusted due to the COVID-19 epidemic. Lease liabilities are presented on a separate line in the consolidated balance sheets.

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

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.

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

Cash on hand and revolving funds

Cash in banks
Time deposits
Government bonds with repurchase rights

June 30,
2020
December 31,
2019
$ 62,759
$ 60,483

3,810,709
3,545,544
2,015,838
2,423,103

2,347,966

2,634,240

$ 8,237,272
$ 8,663,370
June 30,
2019
$ 135,213
2,493,915
1,655,350

2,490,089
$ 6,774,567
  • 14 -

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments-current
Domestic investments
Listed stocks

Foreign investments
Unlisted stocks


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

Unlisted stocks
Foreign investments
Limited partnerships
Unlisted stocks

June 30,
2020
December 31,
2019
$ 2,982,545
$ 239,086


2,666

7,407

$ 2,985,211
$ 246,493

$ 766,679
$ 4,580,516

664,043
173,515
394,124
462,068

30,185

29,789

$ 1,855,031
$ 5,245,888
June 30,
2019
$ 245,607

11,636
$ 257,243
$ 5,204,969
176,665
513,038

29,606
$ 5,924,278

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.

In January 2020, the Directors of TFN resolved that TFN would sell all its equity interest in Taiwan High Speed Rail Corporation (“THSR”) to monetize financial assets, and, therefore, the subject equity investment in THSR was subsequently reclassified from non-current to current. In the first half of 2020, TFN sold part of THSR’s stock at fair value of $582,488 thousand. As of June 30, 2020, the amount of outstanding receivables was $33,946 thousand. The related unrealized gain of $426,056 thousand was transferred from other equity to retained earnings.

8. NOTES AND ACCOUNTS RECEIVABLE, NET

Notes receivable

Accounts receivable
Less: Allowance for impairment loss

June 30,
2020
December 31,
2019
$ 60,063
$ 224,042

7,599,042
7,793,254

(301,363)

(345,458)

$ 7,357,742
$ 7,671,838
June 30,
2019
$ 114,937
7,645,690

(401,407)
$ 7,359,220

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.

  • 15 -

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:

June 30, 2020

Not Past Due

Gross carrying amount
$ 7,064,255

Loss allowance (Lifetime ECLs)
(50,902)


Amortized cost
$ 7,013,353

December 31, 2019
Not Past Due

Gross carrying amount
$ 7,381,152

Loss allowance (Lifetime ECLs)
(52,054)


Amortized cost
$ 7,329,098

June 30, 2019
Not Past Due

Gross carrying amount
$ 7,089,942

Loss allowance (Lifetime ECLs)
(54,820)


Amortized cost
$ 7,035,122
Overdue
1 to 120 Days
121 to 365 Days Over 365 Days
$ 445,695
$ 147,139
$ 2,016


(114,633)

(133,812)

(2,016)

$ 331,062
$ 13,327
$ -

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
$ 449,794
$ 220,119
$ 772


(135,534)

(210,281)

(772)

$ 314,260
$ 9,838
$ -
Total
$ 7,659,105

(301,363)
$ 7,357,742
Total
$ 8,017,296

(345,458)
$ 7,671,838
Total
$ 7,760,627

(401,407)
$ 7,359,220
  • 16 -

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:

For the Six Months Ended
June 30
2020
2019
Beginning balance
$ 345,458
$ 464,049
Add: Provision
86,569
126,174
Recovery
17,851
22,899
Less: Write-off
(148,515)
(211,715)
Ending balance
$ 301,363
$ 401,407
The Group entered into an accounts receivable factoring contract with a private institution and sold those
overdue accounts receivable that had been written off. Under the contract, the Group would no longer
assume the risk on the receivables. The related factored accounts receivable information was as follows:
For the Six
Months Ended
June 30, 2019
Amount of accounts receivable sold
$ 583,132
Proceeds of the sale of accounts receivable
$ 35,389
For the Six Months Ended
June 30
For the Six Months Ended
June 30
For the Six Months Ended
June 30

$ 583,132
$ 35,389

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

9. INVENTORIES

Merchandise

Materials for maintenance

June 30,
2020
December 31,
2019
$ 3,711,405
$ 5,662,872


7,829

7,604

$ 3,719,234
$ 5,670,476
June 30,
2019
$ 4,068,730

7,105
$ 4,075,835

For the three months and the six months ended June 30, 2020, the cost of goods sold related to the inventories amounted to $16,497,488 thousand and $33,139,020 thousand, respectively, which included the inventory write-down, totaling $38,092 thousand and $61,608 thousand, respectively.

For the three months and the six months ended June 30, 2019, the cost of goods sold related to the inventories amounted to $14,080,057 thousand and $28,287,486 thousand, respectively, which included the inventory write-down, totaling $17,204 thousand and $2,843 thousand, respectively.

  • 17 -

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)

AppWorks Ventures Co., Ltd.
(AppWorks)

AppWorks Fund III Co., Ltd.
(AppWorks Fund III)

TV Direct Public Company Limited
(TV Direct)

TVD Shopping Co., Ltd.
(TVD Shopping)

kbro Media Co., Ltd. (kbro Media)

Mistake Entertainment Co., Ltd. (M.E.)
Alliance Digital Tech Co., Ltd. (ADT)


June 30, 2020
Amount
% of
Owner-
ship

$ 555,409
20.00

413,571
16.87
255,767
51.00
204,887
19.46
128,288
16.20
-
-
124,936
32.50
25,274
15.00

6,072
14.40

$ 1,714,204
December 31, 2019
Amount
% of
Owner-
ship

$ 560,029
20.00

404,413
17.70
226,123
51.00
-
-
-
-
119,531
35.00
136,812
32.50
25,045
15.00

6,072
14.40

$ 1,478,025
June 30, 2019

















Amount
% of
Owner-
ship
$ 737,623
20.00
390,869
17.70
-
-
-
-
-
-
124,946
35.00
146,424
32.50
26,378
15.00

5,562
14.40
$ 1,431,802

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.

In the first half of 2020, momo sold part of TPE’s stock for $27,698 thousand. As of June 30, 2020, the amount of outstanding receivables was $7,663 thousand. Although momo’s percentage of ownership interest in TPE decreased to 16.87%, momo still has significant influence on TPE due to its having two seats on TPE’s board of directors.

c. 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.

  • 18 -

d. AppWorks Fund III

In April 2020, TVC acquired 19.46% equity interest of AppWorks Fund III. TVC has significant influence on AppWorks Fund III since the president of TWM serves as the chairman of AppWorks Fund III.

e. TV Direct

In June 2020, momo acquired 16.2% equity interest of TV Direct. momo has significant influence on TV Direct.

  • f. 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 as a proportional capital reduction in March 2020.

In June 2020, momo sold all of its equity interest of TVD Shopping to TV Direct for $146,772 thousand.

g. M.E.

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

h. ADT

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

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

ADT had resolved December 31, 2018 as the dissolution date. As of June 30, 2020, ADT was still under liquidation procedures.

11. SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS

Subsidiary
momo
Proportion of Non-controlling Interests’
Ownership and Voting Rights
June 30,
2020
December 31,
2019
June 30,
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.

  • 19 -

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:

June 30,
2020
Current assets
$ 7,344,919
Non-current assets
15,000,954
Current liabilities
(7,985,268)
Non-current liabilities

(984,820)

Equity
$ 13,375,785

Equity attributable to:
Owners of the parent
$ 9,198,993
Non-controlling interests of momo
4,158,454
Non-controlling interests of momo’s
subsidiaries

18,338

$ 13,375,785

For the Three Months Ended
June 30
2020
2019
Operating revenues
$ 15,834,104
$ 11,815,431
Profit
$ 469,054 $ 311,908
Other comprehensive income (loss)
23,277

(4,029)
Comprehensive income
$ 492,331
$ 307,879
Profit (loss) attributable to:
Owners of the parent
$ 211,623 $ 140,266
Non-controlling interests of
momo
258,493
171,334
Non-controlling interests of
momo’s subsidiaries

(1,062)

308
$ 469,054
$ 311,908
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 222,166 $ 138,509
Non-controlling interests of
momo
271,371
169,188
Non-controlling interests of
momo’s subsidiaries

(1,206)

182
$ 492,331
$ 307,879
June 30,
2020
Current assets
$ 7,344,919
Non-current assets
15,000,954
Current liabilities
(7,985,268)
Non-current liabilities

(984,820)

Equity
$ 13,375,785

Equity attributable to:
Owners of the parent
$ 9,198,993
Non-controlling interests of momo
4,158,454
Non-controlling interests of momo’s
subsidiaries

18,338

$ 13,375,785

For the Three Months Ended
June 30
2020
2019
Operating revenues
$ 15,834,104
$ 11,815,431
Profit
$ 469,054 $ 311,908
Other comprehensive income (loss)
23,277

(4,029)
Comprehensive income
$ 492,331
$ 307,879
Profit (loss) attributable to:
Owners of the parent
$ 211,623 $ 140,266
Non-controlling interests of
momo
258,493
171,334
Non-controlling interests of
momo’s subsidiaries

(1,062)

308
$ 469,054
$ 311,908
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 222,166 $ 138,509
Non-controlling interests of
momo
271,371
169,188
Non-controlling interests of
momo’s subsidiaries

(1,206)

182
$ 492,331
$ 307,879
June 30,
2020
Current assets
$ 7,344,919
Non-current assets
15,000,954
Current liabilities
(7,985,268)
Non-current liabilities

(984,820)

Equity
$ 13,375,785

Equity attributable to:
Owners of the parent
$ 9,198,993
Non-controlling interests of momo
4,158,454
Non-controlling interests of momo’s
subsidiaries

18,338

$ 13,375,785

For the Three Months Ended
June 30
2020
2019
Operating revenues
$ 15,834,104
$ 11,815,431
Profit
$ 469,054 $ 311,908
Other comprehensive income (loss)
23,277

(4,029)
Comprehensive income
$ 492,331
$ 307,879
Profit (loss) attributable to:
Owners of the parent
$ 211,623 $ 140,266
Non-controlling interests of
momo
258,493
171,334
Non-controlling interests of
momo’s subsidiaries

(1,062)

308
$ 469,054
$ 311,908
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 222,166 $ 138,509
Non-controlling interests of
momo
271,371
169,188
Non-controlling interests of
momo’s subsidiaries

(1,206)

182
$ 492,331
$ 307,879
June 30,
2020
Current assets
$ 7,344,919
Non-current assets
15,000,954
Current liabilities
(7,985,268)
Non-current liabilities

(984,820)

Equity
$ 13,375,785

Equity attributable to:
Owners of the parent
$ 9,198,993
Non-controlling interests of momo
4,158,454
Non-controlling interests of momo’s
subsidiaries

18,338

$ 13,375,785

For the Three Months Ended
June 30
2020
2019
Operating revenues
$ 15,834,104
$ 11,815,431
Profit
$ 469,054 $ 311,908
Other comprehensive income (loss)
23,277

(4,029)
Comprehensive income
$ 492,331
$ 307,879
Profit (loss) attributable to:
Owners of the parent
$ 211,623 $ 140,266
Non-controlling interests of
momo
258,493
171,334
Non-controlling interests of
momo’s subsidiaries

(1,062)

308
$ 469,054
$ 311,908
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 222,166 $ 138,509
Non-controlling interests of
momo
271,371
169,188
Non-controlling interests of
momo’s subsidiaries

(1,206)

182
$ 492,331
$ 307,879
December 31,
2019
June 30,
2019
$ 7,547,400 $ 5,641,988

14,525,235
14,176,547

(7,372,246)
(5,880,175)

(1,050,690)

(790,289)
$ 13,649,699
$ 13,148,071
$ 9,321,432 $ 9,094,946

4,308,010
4,031,362

20,257

21,763
$ 13,649,699
$ 13,148,071
For the Six Months Ended
June 30
2020
2019
$ 30,939,811
$ 23,551,058
$ 910,385 $ 707,498

11,204

26,004
$ 921,589
$ 733,502
$ 410,567 $ 318,498

501,501
389,041

(1,683)

(41)
$ 910,385
$ 707,498
$ 415,716 $ 330,152

507,792
403,276

(1,919)

74
$ 921,589
$ 733,502
December 31,
2019
June 30,
2019
$ 7,547,400 $ 5,641,988

14,525,235
14,176,547

(7,372,246)
(5,880,175)

(1,050,690)

(790,289)
$ 13,649,699
$ 13,148,071
$ 9,321,432 $ 9,094,946

4,308,010
4,031,362

20,257

21,763
$ 13,649,699
$ 13,148,071
For the Six Months Ended
June 30
2020
2019
$ 30,939,811
$ 23,551,058
$ 910,385 $ 707,498

11,204

26,004
$ 921,589
$ 733,502
$ 410,567 $ 318,498

501,501
389,041

(1,683)

(41)
$ 910,385
$ 707,498
$ 415,716 $ 330,152

507,792
403,276

(1,919)

74
$ 921,589
$ 733,502
December 31,
2019
June 30,
2019
$ 7,547,400 $ 5,641,988

14,525,235
14,176,547

(7,372,246)
(5,880,175)

(1,050,690)

(790,289)
$ 13,649,699
$ 13,148,071
$ 9,321,432 $ 9,094,946

4,308,010
4,031,362

20,257

21,763
$ 13,649,699
$ 13,148,071
For the Six Months Ended
June 30
2020
2019
$ 30,939,811
$ 23,551,058
$ 910,385 $ 707,498

11,204

26,004
$ 921,589
$ 733,502
$ 410,567 $ 318,498

501,501
389,041

(1,683)

(41)
$ 910,385
$ 707,498
$ 415,716 $ 330,152

507,792
403,276

(1,919)

74
$ 921,589
$ 733,502
$

$
$





















2020
$ 15,834,104

$ 469,054

23,277

$ 492,331

$ 211,623
258,493

(1,062)

$ 469,054

$ 222,166
271,371

(1,206)

$ 492,331
2019
$ 11,815,431
$ 311,908

(4,029)
$ 307,879
$ 140,266

171,334

308
$ 311,908
$ 138,509

169,188

182
$ 307,879
2020
$ 30,939,811

$ 910,385

11,204

$ 921,589

$ 410,567

501,501

(1,683)

$ 910,385

$ 415,716

507,792

(1,919)

$ 921,589
2019
$ 23,551,058
$ 707,498

26,004
$ 733,502
$ 318,498

389,041

(41)
$ 707,498
$ 330,152

403,276

74
$ 733,502
  • 20 -
Net cash generated from operating activities

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

Net decrease in cash

Dividends paid to non-controlling interests
For the Six Months Ended
June 30
For the Six Months Ended
June 30



2020

$ 2,039,040
(739,488)
(1,366,513)

(690)

$ (67,651)

$ 654,596
2019
$ 777,366

(44,740)

(1,383,962)

196
$ (651,140)
$ 693,102

12. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance, January 1, 2020

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, June 30, 2020

Accumulated depreciation
and impairment
Balance, January 1, 2020

Depreciation
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, June 30, 2020

Carrying amount,
January 1, 2020

Carrying amount,
June 30, 2020

Cost
Balance, January 1, 2019

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, June 30, 2019
Land
$ 8,261,041
431,785
193,748
(2,005 )

-

$ 8,884,569

$ -
-
-
-

-

$ -

$ 8,261,041

$ 8,884,569

$ 8,289,085
-
3,708
(18,112 )

-

$ 8,274,681
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 5,641,608 $ 90,366,481

-
67,762

5,407
1,841,417

(2,039 )
(724,004 )

-

(2,111)

$ 5,644,976
$ 91,549,545

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

80,597
3,082,010

2,333
-

(742 )
(691,796 )

-

(1,968)

$ 1,731,395
$ 71,767,846

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

$ 3,913,581
$ 19,781,699

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

1,116
411,538

3,960
2,794,598

(22,599 )
(727,282 )

-

993

$ 5,655,434
$ 90,102,891
Others
Construction in
Progress and
Equipment to
be Inspected
$ 9,549,160 $ 1,506,915

115,444
2,107,033

128,364
(1,953,477 )

(159,962 )
(44 )

(138)

-

$ 9,632,868
$ 1,660,427

$ 8,114,393 $ -

338,283
-

-
-

(159,287 )
-

(119)

-

$ 8,293,270
$ -

$ 1,434,767
$ 1,506,915

$ 1,339,598
$ 1,660,427

$ 9,346,834 $ 1,349,217

139,932
3,036,403

64,091
(2,866,685 )

(216,445 )
(2 )

65

-

$ 9,334,477
$ 1,518,933
Total
$ 115,325,205

2,722,024

215,459

(888,054 )

(2,249)
$ 117,372,385
$ 79,143,200

3,500,890

2,333

(851,825 )

(2,087 )
$ 81,792,511
$ 36,182,005
$ 35,579,874
$ 112,281,137

3,588,989

(328 )

(984,440 )

1,058
$ 114,886,416
(Continued)
  • 21 -
Accumulated depreciation
and impairment
Balance, January 1, 2019

Depreciation
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, June 30, 2019

Carrying amount,
June 30, 2019
Land
$ 1,662
-
-
-

-

$ 1,662

$ 8,273,019
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 1,499,982 $ 64,521,396

80,746
3,989,505

1,573
-

(8,238 )
(687,712 )

-

851

$ 1,574,063
$ 67,824,040

$ 4,081,371
$ 22,278,851
Others
Construction in
Progress and
Equipment to
be Inspected
$ 7,402,137 $ -

544,968
-

-
-

(214,827 )
-

44

-

$ 7,732,322
$ -

$ 1,602,155
$ 1,518,933
Total
$ 73,425,177

4,615,219

1,573

(910,777 )

895
$ 77,132,087
$ 37,754,329

(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

13. LEASE ARRANGEMENTS

a. Right-of-use assets

Carrying amounts
Land

Buildings
Telecommunications equipment and
machinery
Others


Additions to right-of-use assets
June 30,
2020
$ 561,847

7,721,598
749,232

179,238

$ 9,211,915




December 31,
2019
June 30,
2019
$ 565,364
$ 577,501
8,025,737
7,996,247
874,638
1,016,339
192,199

76,870
$ 9,657,938
$ 9,666,957
For the Six Months Ended
June 30
December 31,
2019
June 30,
2019
$ 565,364
$ 577,501
8,025,737
7,996,247
874,638
1,016,339
192,199

76,870
$ 9,657,938
$ 9,666,957
For the Six Months Ended
June 30
2020

$ 1,701,498
2019
$ 1,606,997
  • 22 -
Depreciation charge for
right-of-use assets
Land

Buildings
Telecommunications
equipment and machinery
Others

For the Three Months Ended
June 30
2020
2019
$ 60,457 $ 58,333
858,012
843,588

46,137
51,724

15,106

16,283

$ 979,712
$ 969,928
For the Six Months Ended
June 30
For the Six Months Ended
June 30



2020
$ 60,457
858,012

46,137

15,106

$ 979,712




2020
$ 120,147

1,718,786

93,351

30,237

$ 1,962,521
2019
$ 116,001

1,678,980

103,081

33,393
$ 1,931,455

Except for the aforementioned additions and recognized depreciation, the Group did not have significant sublease or impairment of right-of-use assets during the six months ended June 30, 2020 and 2019.

  • b. Lease liabilities
June 30,
2020
December 31,
2019
Carrying amounts
Current
$ 3,529,437
$ 3,532,951

Non-current
$ 5,676,851
$ 6,117,438

Range of discount rate for lease liabilities was as follows:
June 30,
2020
December 31,
2019
Land
0.74%-1%
0.78%-1%
Buildings
0.74%-1.2%
0.78%-5.44%

Telecommunications equipment and
machinery
0.78%-4.38%
0.86%-4.38%

Others
0.74%-0.86%
0.78%-5.44%
June 30,
2019
$ 3,424,882
$ 6,193,616
June 30,
2019
0.86%-1%
0.86%-5.44%
0.86%-4.38%
0.86%-5.44%
  • 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.

  • 23 -

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
June 30
2020
2019
$ 10,225
$ 16,734

$ 17,873
$ 17,091

$ 11,490
$ 10,199

For the Six Months Ended
June 30
For the Six Months Ended
June 30


2020
$ 10,225

$ 17,873

$ 11,490


2020
2019
$ 19,269
$ 35,824
$ 36,355
$ 35,013
$ 22,935
$ 19,864
For the Six Months Ended
June 30
2020
$ 2,083,705
2019
$ 2,018,022

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.

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 June 30, 2020, December 31, 2019 and June 30, 2019, the fair values of investment properties were $7,346,416 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 and the six months ended June 30, 2020 and 2019 were $5,076 thousand, $5,068 thousand, $10,175 thousand, and $10,142 thousand, respectively.

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

Year 1

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

June 30,
2020
December 31,
2019
$ 152,313
$ 153,723

137,571
143,089
133,113
133,686
30,634
81,103
29,452
29,888

37,316

51,310

$ 520,399
$ 592,799
June 30,
2019
$ 153,523
148,737
134,280
130,409
28,048
65,304
$ 660,301
  • 24 -

15. INTANGIBLE ASSETS

Cost
Balance, January 1, 2020
Addition
Disposals and retirements
Reclassification
Effect of exchange rate changes
Balance, June 30, 2020
Accumulated amortization
and impairment
Balance, January 1, 2020
Amortization
Disposals and retirements
Effect of exchange rate changes
Balance, June 30, 2020
Carrying amount, January 1, 2020
Carrying amount, June 30, 2020
Cost
Balance, January 1, 2019
Addition
Disposals and retirements
Reclassification
Effect of exchange rate changes
Balance, June 30, 2019
Accumulated amortization
and impairment
Balance, January 1, 2019
Amortization
Disposals and retirements
Effect of exchange rate changes
Balance, June 30, 2019
Carrying amount, June 30, 2019
Conces sions
Service
Concessions
$ 8,180,078

-
-
-

-

$ 8,180,078

$ 1,210,025

89,359
-

-

$ 1,299,384

$ 6,970,053

$ 6,880,694

$ 8,180,078

-
-
-

-

$ 8,180,078

$ 1,031,305

89,360
-

-

$ 1,120,665

$ 7,059,413
Goodwill
$ 15,872,595

-
-
-

-
$ 15,872,595

$ 40,155

-
-

-

$ 40,155

$ 15,832,440

$ 15,832,440

$ 15,872,595

-
-
-

-

$ 15,872,595

$ -

-
-

-

$ -

$ 15,872,595
Othe r Intangible Asse ts Copyrights
$ 25,197

17,937

(30,000 )
31,550

-
$ 44,684

$ 25,197

18,126
-

-

$ 43,323

$ -

$ 1,361

$ 15,222

5,274
-
-

-

$ 20,496

$ 13,538

6,703
-

-

$ 20,241

$ 255
Total
$ 75,771,788
29,759,051

(56,947 )
1,072,924
(349)
$106,546,467
$ 16,693,313
1,724,791
(26,947 )

(285)
$ 18,390,872
$ 59,078,475
$ 88,155,595
$ 75,572,855
98,322
(138,990 )
84,685

164
$ 75,617,036
$ 13,397,210
1,725,189
(138,990 )

106
$ 14,983,515
$ 60,633,521















Concession
Licenses
$ 41,043,375

29,656,000
-
1,000,000

-

$ 71,699,375

$ 10,303,927

1,320,327
-

-

$ 11,624,254

$ 30,739,448

$ 60,075,121

$ 41,043,375

-
-
-

-

$ 41,043,375

$ 7,663,274

1,320,327
-

-

$ 8,983,601

$ 32,059,774
Computer
Software
$ 4,096,570

85,077
(26,947 )
41,374
(349)

$ 4,195,725

$ 3,465,304

228,707
(26,947 )

(285)

$ 3,666,779

$ 631,266

$ 528,946

$ 3,907,630

93,048
(138,990 )
84,685

164

$ 3,946,537

$ 3,176,937

240,525
(138,990 )

106

$ 3,278,578

$ 667,959
Customer
Relationships
$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,647,063

68,200

-

-

$ 1,715,263

$ 1,007,026

$ 938,826

$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,510,663

68,200

-

-

$ 1,578,863

$ 1,075,226
Operating
Rights
$ 1,382,000

-
-
-

-

$ 1,382,000

$ -

-
-

-

$ -

$ 1,382,000

$ 1,382,000

$ 1,382,000

-
-
-

-

$ 1,382,000

$ -

-
-

-

$ -

$ 1,382,000
Trademarks
$ 2,517,884

37
-
-

-

$ 2,517,921

$ 1,642

72
-

-

$ 1,714

$ 2,516,242

$ 2,516,207

$ 2,517,866

-
-
-

-

$ 2,517,866

$ 1,493

74
-

-

$ 1,567

$ 2,516,299

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

a. Concession licenses

In February 2020, TWM acquired the 5G mobile broadband spectrum in the 3500MHz and 28000MHz frequency bands, 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.

  • 25 -

  • 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

June 30,
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
June 30,
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 June 30, 2020.

16. OTHER NON-CURRENT ASSETS

Long-term accounts receivable

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

June 30,
2020
December 31,
2019
$ 385,157
$ 325,482

666,633
1,633,054
65,877
131,228
30,554
100,000

515,183

504,706

$ 1,663,404
$ 2,694,470
June 30,
2019
$ 98,239
634,680
19,903
100,000

499,084
$ 1,351,906
  • 26 -

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
June 30,
2020

$ 11,590,000

0.58%-0.895%
December 31,
2019
$ 16,270,000

0.65%-0.95%
June 30,
2019
$ 3,900,000

0.7%-0.96%

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

  • b. Short-term notes and bills payable
June 30,
2020
December 31,
2019
Short-term notes and bills payable
$ 9,800,000
$ 1,900,000

Less: Discounts on short-term notes and bills
payable

(4,449)

(1,889)

$ 9,795,551
$ 1,898,111

Annual interest rates
0.398%-0.538%
0.688%
Long-term borrowings
June 30,
2020
December 31,
2019
Unsecured loans
$ 2,000,000
$ 6,000,000

Secured loans
2,787,687
2,889,373
Less: Current portion

(303,320)

(303,297)

$ 4,484,367
$ 8,586,076

Annual interest rates:
Unsecured loans
0.79%
0.72%-0.79%
Secured loans
1.7495%
2.0337%
June 30,
2019
$ -

-
$ -
-
June 30,
2019
$ 6,000,000
3,091,010

(303,256)
$ 8,787,754
0.72%-0.76%
2.0337%

c. Long-term borrowings

  • 1) Unsecured loans

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

  • 27 -

2) Secured loans

TNH entered into a syndicated loan agreement, with respect to the investment under the aforementioned BOT contract. The credit agreement originally signed in 2010 has been early terminated. TNH signed another credit agreement with Bank of Taiwan for a $3,400,000 thousand credit amount and a $65,000 thousand guarantee amount 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

June 30,
2020
$ -

14,990,186

19,980,232
916,531

-

$ 35,886,949
December 31,
2019
$ -

14,988,914

-

914,522

-

$ 15,903,436
June 30,
2019
$ 4,499,855

14,987,625

-

4,956,586

(4,499,855)
$ 19,944,211
  • 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 June 30, 2020, the amount of unamortized bond issue cost was $9,814 thousand. The trustee of bond holders is Bank of Taiwan.

  • 28 -

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

Year
2023

2025

Amount
$ 6,000,000

9,000,000
$ 15,000,000

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 June 30, 2020, the amount of unamortized bond issue cost was $19,768 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 June 30, 2020, the amount of unamortized bond discount was $11,769 thousand.

  • 29 -
Proceeds of the issuance (minus transaction costs of $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 June 30, 2019

Liability component on January 1, 2020

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

Liability component on June 30, 2020
$ 9,989,130
(400,564)

(35,961)
9,552,605
222,598
(4,818,617)
$ 4,956,586
$ 914,522
4,173

(2,164)
$ 916,531

As of June 30, 2020, December 31, 2019 and June 30, 2019, the bondholders had requested to convert the bonds at face values of $9,071,700 thousand, $9,069,500 thousand and $4,933,500 thousand, respectively.

19. PROVISIONS

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

Provision

Payment/Reversal

Unwinding of discount


Balance, June 30, 2020

Balance, January 1, 2019

Provision

Payment/Reversal

Unwinding of discount


Balance, June 30, 2019






Restoration
$ 1,183,427
18,223
(17,240)

1,897
$ 1,186,307
$ 1,184,823
24,091
(25,145)

2,136
$ 1,185,905
June 30,
2020
December 31,
2019
$ 1,186,307
$ 1,183,427

355,034
324,693

26,777

40,111

$ 1,568,118
$ 1,548,231

$ 64,469
$ 88,961


1,503,649

1,459,270

$ 1,568,118
$ 1,548,231

Decom-
missioning
Warranties


$ 324,693 $ 40,111

25,770
16,237

-
(29,571)

4,571

-

$ 355,034
$ 26,777

$ 268,536 $ 67,929

25,117
39,686

-
(47,474)

3,819

-

$ 297,472
$ 60,141
June 30,
2019
$ 1,185,905
297,472

60,141
$ 1,543,518
$ 109,315

1,434,203
$ 1,543,518
Total
$ 1,548,231

60,230

(46,811)

6,468
$ 1,568,118
$ 1,521,288

88,894

(72,619)

5,955
$ 1,543,518
$

$
$










  • 30 -

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 contributions to the pension plan amounted to $81,586 thousand and $76,886 thousand for the three months ended June 30, 2020 and 2019, respectively, and $162,686 thousand and $154,285 thousand for the six months ended June 30, 2020 and 2019, respectively.

b. Defined benefit plans

The Group recognized pension amounts of $1,577 thousand and $1,968 thousand for the three months ended June 30, 2020 and 2019, respectively, and $3,154 thousand and $3,937 thousand for the six months ended June 30, 2020 and 2019, respectively, by using the actuarially determined pension cost rate.

21. EQUITY

a. Common stock

As of June 30, 2020, December 31, 2019, and June 30, 2019, TWM’s authorized capital was $60,000,000 thousand and capital issued and outstanding were $35,093,765 thousand, $34,959,441 thousand and $34,335,243 thousand, respectively, divided into 3,509,376 thousand shares, 3,495,944 thousand shares and 3,433,524 thousand shares, respectively, which were all common stocks, at a par value of $10 each.

As of June 30, 2020, December 31, 2019, and June 30, 2019, the bondholders of the 3rd domestic unsecured convertible bonds had requested to convert the bonds into 88,544 thousand, 88,522 thousand and 47,120 thousand common stocks, respectively. As of December 31, 2019, and June 30, 2019, TWM recognized 13,410 thousand and 34,429 thousand of common stocks, respectively, as capital collected in advance, totaling $134,104 thousand and $344,288 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

June 30,
2020
$ 12,833,194
5,159,704
85,965
501,215
37,184
29,768

34,950

$ 18,681,980
December 31,
2019
$ 14,424,786

5,159,704
85,965

501,215

37,273

30,801

34,950

$ 20,274,694
June 30,
2019
$ 10,620,629

5,159,704

85,965

501,215

202,946

48,147

33,968
$ 16,652,574
  • 31 -

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 resolved in the AGM on June 18, 2020 and 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
  • 32 -

On June 18, 2020, the AGM resolved 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 amount of appropriations distributed was $4.75 per share for 2019.

As of June 30, 2020, the cash dividends to stockholders of TWM amounted to $13,350,468 thousand and were recognized under dividends payable.

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

(11,196)
-
Changes in fair value of financial assets at
FVTOCI

-
(567,269)
Unrealized gain of equity instruments
transferred to retained earnings due to
disposal

-
(426,241)
Changes in other comprehensive income of
associates accounted for using equity
method

1,136
9,448
Other comprehensive income transferred to
retained earnings due to disposal of
investments accounted for using equity
method

-
(680)
Income tax effect

-

13,119


Balance, June 30, 2020
$ (44,565)
$ (498,213)


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

8,150
-
Changes in fair value of financial assets at
FVTOCI

-
1,158,964
Changes in other comprehensive income
(loss) of associates accounted for using
equity method

(772)
4,927
Income tax effect

-

52,759


Balance, June 30, 2019
$ (17,020)
$ 1,145,667
Total
$ 438,905
(11,196)

(567,269)

(426,241)
10,584

(680)

13,119
$ (542,778)
$ (95,381)
8,150
1,158,964
4,155

52,759
$ 1,128,647

e. Treasury stock

As of June 30, 2020, December 31, 2019 and June 30, 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 $77,212,052 thousand, $78,260,179 thousand and $85,597,071 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.

  • 33 -

f. Non-controlling interests

Beginning balance

Effect of retrospective application

Adjusted beginning balance
Portion attributable to non-controlling interests
Profit
Exchange differences on translation
Unrealized gain (loss) on financial asset at FVTOCI
Share of other comprehensive income of associates accounted
for using equity method
Changes in equity of associates accounted for using equity
method
Changes in capital surplus due to disposal of investments
accounted for using equity method
Cash dividends paid to non-controlling interests of subsidiaries
Ending balance
For the Six Months Ended
June 30
For the Six Months Ended
June 30



2020
$ 6,158,984

-

6,158,984
517,204
(11,280)
(1,971)
19,307
(1,490)
(1,262)
(655,043)

$ 6,024,449
2019
$ 6,112,176

16,275
6,128,451
409,810

8,750

2,926
2,674

-

-

(693,361)
$ 5,859,250

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
June 30
2020
2019
$ 11,104,141 $ 12,167,090
18,505,394
15,619,361
1,501,993
1,498,128

230,111

329,972

$ 31,341,639
$ 29,614,551
For the Six Months Ended
June 30
For the Six Months Ended
June 30


2020
$ 11,104,141
18,505,394
1,501,993

230,111

$ 31,341,639




2020
$ 22,432,303

37,307,772

3,007,079

447,164

$ 63,194,318
2019
$ 24,410,585

31,387,565

3,013,447

675,627
$ 59,487,224

a. Contract information

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

  • 34 -

b. Contract balances

Contract assets
Bundle sales

Less: Allowance for
impairment loss


Current

Non-current

June 30,
2020
December 31,
2019
$ 7,777,091
$ 8,366,531


(66,020)

(71,032)

$ 7,711,071
$ 8,295,499

$ 4,677,432
$4,832,043

3,033,639
3,463,456

$ 7,711,071
$ 8,295,499
June 30,
2019
$ 8,431,673


(71,542)

$ 8,360,131

$ 5,013,363

3,346,768

$ 8,360,131
January 1,
2019
$ 8,755,126

(74,250)
$ 8,680,876
$ 5,472,357
3,208,519
$ 8,680,876

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

June 30,
2020
December 31,
2019
$ 1,002,011
$ 1,125,265

46,401
42,417
659,770
672,667

16,844

12,351

$1,725,026
$ 1,852,700

$ 1,685,736
$1,807,407


39,290

45,293

$ 1,725,026
$ 1,852,700
June 30,
2019
$ 1,155,553

132,549
706,464

16,322

$ 2,010,888

$ 1,959,865


51,023

$ 2,010,888
January 1,
2019
$ 1,235,446
141,343
694,228

15,920
$ 2,086,937
$ 2,030,793

56,144
$ 2,086,937

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
June 30,
2020
December 31,
2019
$ 1,878,963
$ 2,119,052
June 30,
2019
$ 2,428,080

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 June 30, 2020 and 2019 were $441,520 thousand and $653,758 thousand, respectively, and for the six months ended June 30, 2020 and 2019 were $925,259 thousand and $1,357,200 thousand, respectively.

  • 35 -

23. NON-OPERATING INCOME AND EXPENSES

a. Other income

Dividend income

Other income


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

Gain on disposal of intangible
assets
Gain on disposal of investments
accounted for using equity
method
Valuation gain (loss) on
financial assets at FVTPL
Valuation gain on financial
liabilities at FVTPL
Loss on foreign exchange, net
Others

For the Three Months Ended
June 30
2020
2019
$ 8,398
$ 6,438


8,070

19,611

$ 16,468
$ 26,049

For the Three Months Ended
June 30
2020
2019
$ (8,849) $ (21,570)
8,800
-
58,494
-
-
103
-
-
(12,939)
(6,126)

60

(939)

$ 45,566
$ (28,532)
For the Three Months Ended
June 30
2020
2019
$ 8,398
$ 6,438


8,070

19,611

$ 16,468
$ 26,049

For the Three Months Ended
June 30
2020
2019
$ (8,849) $ (21,570)
8,800
-
58,494
-
-
103
-
-
(12,939)
(6,126)

60

(939)

$ 45,566
$ (28,532)
For the Six Months Ended
June 30


2020
2019
$ 8,398
$ 6,438

9,905

36,634
$ 18,303
$ 43,072
For the Six Months Ended
June 30


2020
$ (8,849)
8,800
58,494
-
-
(12,939)

60

$ 45,566



2020
2019
$ (23,798) $ (37,537)
8,800
-
58,494
-
(149)
3,970
-
1,819

(3,596)
(4,452)

(413)

(1,738)
$ 39,338
$ (37,938)

c. Finance costs

Interest expense
Bank loans

Corporate bonds
Lease liabilities
Others

Less: Capitalized interest


Capitalization rates
For the Three Months Ended
June 30
2020
2019
$ 43,549
$ 36,784

71,986
67,166
21,945
24,247

20,212

11,643

157,692
139,840

-

(1,209)

$ 157,692
$ 138,631

-
1.34%
For the Three Months Ended
June 30
2020
2019
$ 43,549
$ 36,784

71,986
67,166
21,945
24,247

20,212

11,643

157,692
139,840

-

(1,209)

$ 157,692
$ 138,631

-
1.34%
For the Six Months Ended
June 30
For the Six Months Ended
June 30



2020
$ 43,549

71,986
21,945

20,212

157,692

-

$ 157,692

-



2020
$ 106,484

112,737
45,007

38,122

302,350

-

$ 302,350

-
2019
$ 83,701
137,970
48,808

23,627
294,106

(2,388)
$ 291,718
1.34%
  • 36 -

24. INCOME TAX

a. Income tax recognized in profit or loss

Current income tax expense
Current period

Prior years’ adjustment
Others


Deferred income tax expense
Temporary differences

Income tax expense
For the Three Months Ended
June 30
2020
2019
$ 781,914 $ 792,115
(7,723)
47,711

-

-


774,191

839,826


38,738

(4,856)

$ 812,929
$ 834,970
For the Six Months Ended
June 30
For the Six Months Ended
June 30




2020
$ 781,914
(7,723)

-


774,191


38,738

$ 812,929





2020
$ 1,487,162

(7,723)

-


1,479,439


98,907

$ 1,578,346
2019
$ 1,535,377

47,711

(17,079)

1,566,009

60,938
$ 1,626,947

According to the amendments to the Statute for Industrial Innovation announced in 2019, the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Group has already deducted the amount of the unappropriated earnings that has been reinvested as capital expenditures.

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

Deferred income tax expense
(income)
Unrealized (gain) loss on
financial assets at
FVTOCI
For the Three Months Ended
June 30
2020
2019
$ 11,631
$ 1,982
For the Three Months Ended
June 30
2020
2019
$ 11,631
$ 1,982
For the Six Months Ended
June 30
For the Six Months Ended
June 30
2020
$ 11,631
2020
$ (13,119)
2019
$ (52,759)
  • 37 -

c. Income tax examinations

The latest years for which the Group entities’ 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

25. EARNINGS PER SHARE

For the Three Months Ended June 30, 2020

Amount After
Income Tax
Weighted-
average
Number of
Common Stock
(In Thousands)
Basic EPS
Profit attributable to owners of the parent
$ 3,047,593
2,810,625

Effect of potential dilutive common stock:
Employees’ compensation
-
1,793
Convertible bonds

2,088

9,292
Diluted EPS
Profit attributable to owners of the parent
(adjusted for potential effect of common stock)
$ 3,049,681

2,821,710
EPS
$ 1.08
$ 1.08
  • 38 -

Basic EPS
Profit attributable to owners of the parent

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

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

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 June 30, 2019 For the Three Months Ended June 30, 2019
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
(In Thousands)
EPS
$ 3,205,701
2,747,493
$ 1.16
-
1,612

16,359

70,099
$ 3,222,060

2,819,204
$ 1.14
For the Six Months Ended June 30, 2020
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
(In Thousands)
EPS
$ 6,362,233
2,810,621
$ 2.26
-
2,924

4,173

9,296
$ 6,366,406

2,822,841
$ 2.25
For the Six Months Ended June 30, 2019
Amount After
Income Tax
Weighted-
average
Number of
Common Stock
(In Thousands)
$ 6,276,674
2,738,127

-
2,308

35,020

79,465
$ 6,311,694

2,819,900
EPS
$ 2.29
$ 2.24

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

  • 39 -

26. CASH FLOW INFORMATION

Changes in liabilities arising from financing activities:

For the Six Months Ended June 30, 2020

Opening
Balance

Lease liabilities (including
current and non-current
portions)
$ 9,650,389

For the Six Months Ended June 30, 2019
Opening
Balance

Lease liabilities (including
current and non-current
portions)
$ 9,980,846
Cash Flows
$ (1,983,541)

Cash Flows
$ (1,907,216)
Non-cash Changes
New Leases
Others
$ 1,699,731
$ (160,291)

Non-cash Changes
New Leases
Others
$ 1,599,238
$ (54,370)
Closing
Balance
$ 9,206,288

Closing
Balance
$ 9,618,498


Lease liabilities (including
current and non-current
portions)
New Leases
$ 1,599,238

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)
June 30,
2020
$ -
4,840,242

19,342,412

$ 24,182,654

$ 93,241,980
December 31,
2019
$ 149

5,492,381

20,722,936

$ 26,215,466

$ 61,453,923
June 30,
2019
$ 85,444

6,181,521

17,840,469

$ 24,107,434

$ 70,312,318
  • 40 -

  • Note 1: The balances comprise cash and cash equivalents, notes and accounts receivable, other receivables, other financial assets and refundable deposits.

  • Note 2: The balances comprise short-term borrowings, short-term notes and bills payable, payables, other financial liabilities (classified as other current liabilities), bonds payable, long-term borrowings and guarantee deposits.

  • b. Fair value of financial instruments

  • 1) Financial instruments not at fair value

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

Financial liabilities
Bonds payable
(including current
portion)
June 30, 2020
Carrying
Amount
Fair Value
$ 35,886,949 $ 36,108,629
December 31, 2019
Carrying
Amount
Fair Value
$ 15,903,436 $ 16,077,220
June 30, 2019
Carrying
Amount
Fair Value
$ 24,444,066 $ 25,407,096

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).

June 30, 2020

==> picture [446 x 112] intentionally omitted <==

----- Start of picture text -----

Level 1 Level 2 Level 3 Total
Financial assets at FVTPL
Equity instruments
Limited partnerships $ - $ - $ - $ -
(Continued)
----- End of picture text -----

  • 41 -
Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Limited partnerships
Foreign unlisted stocks


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


June 30, 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
$ 3,749,224
-
-

-

$ 3,749,224

Level 1
$ -

$ 4,819,602
-
-

-

$ 4,819,602

Level 1
$ 85,444

$ 5,450,576
-
-

-

$ 5,450,576

$ -
Level 2
$ -

-

-

2,666

$ 2,666

Level 2
$ -

$ -

-

-

7,407

$ 7,407

Level 2
$ -

$ -

-

-

11,636

$ 11,636

$ -
Level 3
$ -

664,043

394,124

30,185

$ 1,088,352

Level 3
$ 149

$ -

173,515

462,068

29,789

$ 665,372

Level 3
$ -

$ -

176,665

513,038

29,606

$ 719,309

$ -
Total
$ 3,749,224

664,043

394,124

32,851
$ 4,840,242
(Concluded)
Total
$ 149
$ 4,819,602

173,515

462,068

37,196
$ 5,492,381
Total
$ 85,444
$ 5,450,576

176,665

513,038

41,242
$ 6,181,521
$ -
  • 42 -

There was no transfer between the fair value measurements of Levels 1 and 2 for the six months ended June 30, 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).

  • 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 25%, 20% to 30% and 20% to 30% as of June 30, 2020, December 31, 2019 and June 30, 2019, respectively.

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 June 30, 2020, December 31, 2019 and June 30, 2019, respectively.

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

For the Six Months Ended June 30, 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) -

(77,020)
Balance at June 30, 2020 $
-
$1,088,352
  • 43 -

For the Six Months Ended June 30, 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) (265,641)
Balance at June 30, 2019 $ 719,309
  • 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.

  • 44 -

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 sheets as of the balance sheet date. The Group has large trade receivables outstanding with its customers. A substantial majority of the Group’s outstanding trade receivables are not covered by collateral or credit insurance. The Group has implemented ongoing measures including enhancing credit assessments and strengthening overall risk management to reduce its credit risk. While the Group has procedures to monitor and limit exposure to credit risk on trade receivables, there can be no assurance such procedures will effectively limit its credit risk and avoid losses. This risk is heightened during periods when economic conditions worsen.

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

4) Liquidity risk

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

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 Group fully complies with the provisions and financial covenants of loan contracts. As of June 30, 2020, December 31, 2019 and June 30, 2019, the Group had unused bank facilities of $69,353,385 thousand, $56,641,022 thousand and $68,773,236 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 of which carrying amounts approximate contractual cash flows.

June 30, 2020
Unsecured loans

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

Contractual
Cash Flows
Within 1 Year
$ 13,619,883 $ 11,615,944
2,968,159
350,233
9,800,000
9,800,000
37,512,940
274,880

9,345,939

3,592,077

$ 73,246,921
$ 25,633,134
1-5 Years
$ 2,003,939

2,617,926

-

21,926,060

5,718,193

$ 32,266,118
More Than 5
Years
$ -

-

-

15,312,000

35,669
$ 15,347,669

(Continued)

  • 45 -
December 31, 2019
Unsecured loans

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


June 30, 2019
Unsecured loans

Secured loans
Bonds payable
Lease liabilities

Contractual
Cash Flows
Within 1 Year
$ 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

$ 9,989,158 $ 3,948,134
3,369,161
363,503
25,370,320
4,701,180

9,795,025

3,508,470

$ 48,523,664
$ 12,521,287
1-5 Years
$ 6,013,788

2,767,413

-

7,443,140

6,173,611

$ 22,397,952

$ 6,041,024

1,011,845

11,579,140

6,155,542

$ 24,787,551
More Than 5
Years
$ -

-

-

9,090,000

35,138
$ 9,125,138
$ -

1,993,813

9,090,000

131,013
$ 11,214,826

(Concluded)

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.

  • 46 -

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

Foreign currency assets
Monetary items
USD

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

EUR
RMB
Non-monetary items
USD
RMB
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
HKD
JPY
June 30, 2020
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 50,268
29.58
$ 1,486,900
1,446
33.27
48,111
33,708
4.18
140,898
14,344
29.58
424,309
132,873
4.18
555,409
699
3.816
2,666
133,009
0.965
128,288
14,016
29.58
414,565
68
33.27
2,252
6,474
3.816
24,706
35,618
0.276
9,827
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
  • 47 -
Foreign currency assets
Monetary items
USD

EUR
RMB
Non-monetary items
USD
RMB
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
HKD
JPY
June 30, 2019
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 32,611
31.08
$ 1,013,537
871
35.34
30,781
29,425
4.52
133,000
17,460
31.08
542,644
163,191
4.52
737,623
2,926
3.977
11,636
122,918
1.017
124,946
18,899
31.08
587,364
101
35.34
3,552
11,431
3.977
45,461
42,138
0.288
12,123

Refer to Note 23(b) for the information related to the Group’s realized and unrealized foreign exchange gains (losses) for the three months and the six months ended June 30, 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.

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 $61,228 thousand and $26,441 thousand for the six months ended June 30, 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.

  • 48 -

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

June 30, December 31, December 31, June 30,
2020 2019 2019
Fair value interest rate risk
Financial assets $ 5,065,348 $ 5,763,639 $ 4,741,522
Financial liabilities 64,572,257 41,837,415 35,005,977
Cash flow interest rate risk
Financial assets 3,989,526 3,697,273 2,630,572
Financial liabilities 5,777,687 9,859,372 7,091,011

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 $4,470 thousand and $11,122 thousand for the six months ended June 30, 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 $4,272 thousand since the fair value of financial assets at FVTPL decreased for the six months ended June 30, 2019, and other comprehensive income would have decreased by $242,012 thousand and $309,076 thousand since the fair value of financial assets at FVTOCI decreased for the six months ended June 30, 2020 and 2019, respectively.

  • 49 -

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 AppWorks Associate AppWorks Fund III Associate kbro Media Associate M.E. Associate ADT 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) Citruss Saudi Trading Company LLC Associate (subsidiary of GHS) TVD Shopping Associate (subsidiary of TV Direct) 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)

  • 50 -

Related Party Nature of Relationship Chen Yun Co., Ltd. Other related party Xi Guo Co., Ltd. Other related party Cho Pharma Inc. Other related party Mitchiller Media Co., Ltd. Other related party (not a related party since August 2019) Taiwan Mobile Foundation (TMF) Other related party Taipei New Horizon Foundation (TNHF) Other related party Fubon Cultural & Educational Foundation Other related party Fubon Charity Foundation Other related party Fubon Art Foundation Other related party Taipei Fubon Bank Charity Foundation Other related party Taipei New Horizon Management Agency Other related party Key management 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
June 30
2020
2019
$ 19,016
$ 22,094


223,031

222,708

$ 242,047
$ 244,802
For the Three Months Ended
June 30
2020
2019
$ 19,016
$ 22,094


223,031

222,708

$ 242,047
$ 244,802
For the Six Months Ended
June 30
For the Six Months Ended
June 30


2020
$ 19,016


223,031

$ 242,047


2020
$ 29,589


413,390

$ 442,979
2019
$ 45,049

409,037
$ 454,086

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
June 30
2020
2019
$ 192,765
$ 98,163


69,601

76,954

$ 262,366
$ 175,117
For the Three Months Ended
June 30
2020
2019
$ 192,765
$ 98,163


69,601

76,954

$ 262,366
$ 175,117
For the Six Months Ended
June 30
For the Six Months Ended
June 30


2020
$ 192,765


69,601

$ 262,366


2020
$ 388,255


127,533

$ 515,788
2019
$ 190,502

205,664
$ 396,166

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.

  • 51 -

3) Receivables due from related parties

Account
Related Party
Categories
Notes and accounts
receivable
Associates

Notes and accounts
receivable
Other related parties

Other receivables
Associates

Other receivables
Other related parties
June 30,
2020
December 31,
2019
$ 13,605
$ 4,729


179,574

141,457

$ 193,179
$ 146,186

$ 48,442
$ 63,988


126,045

65,285

$ 174,487
$ 129,273
June 30,
2019
$ 5,561

145,307
$ 150,868
$ 113,862

134,108
$ 247,970

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
5) Prepayments
Other related parties
June 30,
2020
December 31,
2019
$ 80,122
$ 101,077


70,834

34,085

$ 150,956
$ 135,162

$ 13,896
$ 13,723

June 30,
2020
December 31,
2019
$ 48,383
$ 15,803




$
June 30,
2019
$ 103,113

88,337
$ 191,450
$ 13,895
June 30,
2019

60,873
  • 6) Bank deposits, time deposits and other financial assets (including current and non-current portions)
Other related parties
TFCB

Others

June 30,
2020
December 31,
2019
$ 1,833,281
$ 2,102,334


27,890

18,736

$ 1,861,171
$ 2,121,070
June 30,
2019
$ 1,538,883

24,000

$ 1,562,883
  • 52 -

7) Cash equivalents

For the Six Months Ended June 30, 2019

Related Party
Target Disposed
Original
Purchase Price
Proceeds
Interest
Income
TFCB
Government bonds
with repurchase
rights
$ 146,013
$ 146,034
$ 21
8) Acquisition of investments accounted for using equity method
Related Party
Transaction
Date
Target
Shares (In
Thousands)
Purchase Price
AppWorks Fund III
April 2020
AppWorks Fund III
21,000
$ 210,000
9) Others
June 30,
2020
December 31,
2019
June 30,
2019
Guarantee deposits
Other related parties
$ 54,533
$ 54,256
$ 53,976



Other current liabilities - receipts under
custody
Other related parties
$ 124,780
$ 123,993
$ 92,583
For the Three Months Ended
June 30
For the Six Months Ended
June 30
2020
2019
2020
2019
Operating expenses
Other related parties
TMF
$ 5,112
$ 4,475
$ 10,850
$ 8,300
TNHF
2,000
2,000
5,000
5,000
TFCB
49,412
73,867
95,238
128,215
Others

75,905

72,452

94,648

87,552
$ 132,429
$ 152,794
$ 205,736
$ 229,067
Other income
Other related parties
TFCB
$ 15,233
$ -
$ 31,208
$ -
Related Party
Target Disposed
Original
Purchase Price
Proceeds
Interest
Income
TFCB
Government bonds
with repurchase
rights
$ 146,013
$ 146,034
$ 21
8) Acquisition of investments accounted for using equity method
Related Party
Transaction
Date
Target
Shares (In
Thousands)
Purchase Price
AppWorks Fund III
April 2020
AppWorks Fund III
21,000
$ 210,000
9) Others
June 30,
2020
December 31,
2019
June 30,
2019
Guarantee deposits
Other related parties
$ 54,533
$ 54,256
$ 53,976



Other current liabilities - receipts under
custody
Other related parties
$ 124,780
$ 123,993
$ 92,583
For the Three Months Ended
June 30
For the Six Months Ended
June 30
2020
2019
2020
2019
Operating expenses
Other related parties
TMF
$ 5,112
$ 4,475
$ 10,850
$ 8,300
TNHF
2,000
2,000
5,000
5,000
TFCB
49,412
73,867
95,238
128,215
Others

75,905

72,452

94,648

87,552
$ 132,429
$ 152,794
$ 205,736
$ 229,067
Other income
Other related parties
TFCB
$ 15,233
$ -
$ 31,208
$ -
Related Party
Target Disposed
Original
Purchase Price
Proceeds
Interest
Income
TFCB
Government bonds
with repurchase
rights
$ 146,013
$ 146,034
$ 21
8) Acquisition of investments accounted for using equity method
Related Party
Transaction
Date
Target
Shares (In
Thousands)
Purchase Price
AppWorks Fund III
April 2020
AppWorks Fund III
21,000
$ 210,000
9) Others
June 30,
2020
December 31,
2019
June 30,
2019
Guarantee deposits
Other related parties
$ 54,533
$ 54,256
$ 53,976



Other current liabilities - receipts under
custody
Other related parties
$ 124,780
$ 123,993
$ 92,583
For the Three Months Ended
June 30
For the Six Months Ended
June 30
2020
2019
2020
2019
Operating expenses
Other related parties
TMF
$ 5,112
$ 4,475
$ 10,850
$ 8,300
TNHF
2,000
2,000
5,000
5,000
TFCB
49,412
73,867
95,238
128,215
Others

75,905

72,452

94,648

87,552
$ 132,429
$ 152,794
$ 205,736
$ 229,067
Other income
Other related parties
TFCB
$ 15,233
$ -
$ 31,208
$ -
Related Party
Target Disposed
Original
Purchase Price
Proceeds
Interest
Income
TFCB
Government bonds
with repurchase
rights
$ 146,013
$ 146,034
$ 21
8) Acquisition of investments accounted for using equity method
Related Party
Transaction
Date
Target
Shares (In
Thousands)
Purchase Price
AppWorks Fund III
April 2020
AppWorks Fund III
21,000
$ 210,000
9) Others
June 30,
2020
December 31,
2019
June 30,
2019
Guarantee deposits
Other related parties
$ 54,533
$ 54,256
$ 53,976



Other current liabilities - receipts under
custody
Other related parties
$ 124,780
$ 123,993
$ 92,583
For the Three Months Ended
June 30
For the Six Months Ended
June 30
2020
2019
2020
2019
Operating expenses
Other related parties
TMF
$ 5,112
$ 4,475
$ 10,850
$ 8,300
TNHF
2,000
2,000
5,000
5,000
TFCB
49,412
73,867
95,238
128,215
Others

75,905

72,452

94,648

87,552
$ 132,429
$ 152,794
$ 205,736
$ 229,067
Other income
Other related parties
TFCB
$ 15,233
$ -
$ 31,208
$ -
$



2020
$ 10,850

5,000
95,238

94,648

$ 205,736

$ 31,208
2019
$ 8,300
5,000
128,215

87,552
$ 229,067
$ -

10) Lease arrangements

Acquisition of right-of-use assets


Other related parties
For the Six Months Ended
June 30
For the Six Months Ended
June 30

2020
$ 7,769
2019
$ 88,264
  • 53 -

- Lease liabilities (including current and non current portions)

Other related parties
June 30,
2020
December 31,
2019

$ 514,958
$ 620,621
June 30,
2019
$ 725,319

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
June 30
2020
2019
$ 69,216
$ 64,058


939

4,254

$ 70,155
$ 68,312
For the Three Months Ended
June 30
2020
2019
$ 69,216
$ 64,058


939

4,254

$ 70,155
$ 68,312
For the Six Months Ended
June 30
For the Six Months Ended
June 30


2020
$ 69,216


939

$ 70,155


2020
$ 144,634


5,835

$ 150,469
2019
$ 142,610

16,702
$ 159,312

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

June 30,
2020
December 31,
2019
$ 166,999
$ 165,201

6,880,694
6,970,053

267,507

271,653

$ 7,315,200
$ 7,406,907
June 30,
2019
$ 156,132
7,059,413

168,054
$ 7,383,599

31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

a. Unrecognized commitments

Purchases of property, plant and equipment
Purchases of cellular phones
June 30,
2020
December 31,
2019
$ 17,846,986
$ 3,670,907

$ 2,194,041
$ 2,268,710
June 30,
2019
$ 3,803,534
$ 2,376,495

As of June 30, 2020, December 31, 2019 and June 30, 2019, the amounts of lease commitments commencing after the balance sheet date were $537,879 thousand, $648,683 thousand and $689,232 thousand, respectively.

  • 54 -

  • b. As of June 30, 2020, December 31, 2019 and June 30, 2019, the amounts of endorsements and guarantees provided to group entities were all $21,550,000 thousand.

  • c. In accordance with the NCC’s policy and regulations, TWM entered into a contract with DBS Bank Ltd., which provided a performance guarantee for advance receipts from prepaid cards and electronic gift certificates, totaling $510,269 thousand and $19,709 thousand, respectively, as of June 30, 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 June 30, 2020, the cable television companies had provided $74,238 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 $84,828 thousand and $52,992 thousand, respectively, as of June 30, 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 June 30, 2020, $736,937 thousand (tax included) of the concession had been paid.

  • 3) Performance guarantee:

As of June 30, 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.

  • 55 -

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

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

Employee benefits
Salary

Insurance expenses
Pension
Others
Depreciation

Amortization
For the Three Months Ended June 30 For the Three Months Ended June 30
2020
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 616,487 $ 1,229,390 $ 1,845,877

52,976
105,043
158,019
28,094
55,068
83,162
29,241
61,983
91,224
2,456,719
251,162 2,707,881
776,797
536,780 1,313,577
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 548,856 $ 1,142,146 $ 1,691,002

47,032
100,314
147,346

25,103
51,905
77,008

25,768
62,220
87,988
2,989,296
249,675 3,238,971

759,342
755,113 1,514,455
  • 56 -

For the Six Months Ended June 30

Employee benefits
Salary

Insurance expenses
Pension
Others
Depreciation

Amortization
2020
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 1,232,980 $ 2,479,593 $ 3,712,573

105,577
210,916
316,493
55,429
108,971
164,400
58,304
126,422
184,726
4,968,410
505,176 5,473,586
1,542,058 1,107,992 2,650,050
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 1,108,585 $ 2,334,846 $ 3,443,431

93,076
205,735
298,811

50,028
104,494
154,522

51,112
127,392
178,504
6,053,579
503,237 6,556,816
1,516,991 1,565,398 3,082,389

Information of employees’ compensation and remuneration of directors

According to TWM’s Articles, the estimated employees’ compensation and remuneration of directors are set at the rates of 1% to 3% and no higher than 0.3%, respectively, of profit before income tax, employees’ compensation, and remuneration of directors. Estimations for employees’ compensation were $96,193 thousand, $101,441 thousand, $198,090 thousand and $197,504 thousand, and remuneration to directors were $9,619 thousand, $10,144 thousand, $19,809 thousand and $19,750 thousand, which were calculated by applying the rates to the aforementioned profit before income tax, for the three months and the six months ended June 30, 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.

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.

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

  • 57 -

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

  • 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 (excluding information on investment in Mainland China): Table 8 (attached)

  • 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)

  • 2) Significant direct or indirect transactions with the investee companies, the prices and terms of payment, unrealized gain or loss, and other related information, which is helpful to understand the impact of investment in Mainland China on financial reports: Table 9 (attached)

  • 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)

  • 58 -

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, mobile phone sales 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 June 30, 2020 cations Retail Television Others Eliminations Total
Operating revenues
$ 14,355,250
$ 15,834,104
$ 1,542,673 $
134,716 $ (525,104) $ 31,341,639
Operating costs 8,575,616 14,390,018
784,001
80,862
(421,512)
23,408,985
Operating expenses 2,814,568 1,007,100
194,033
11,375
(146,285)
3,880,791
Net other income and
expenses 70,025
23,988

(771)
-
(12,434)

80,808
Profit 3,035,091
460,974

563,868
42,479
30,259
4,132,671
EBITDA (Note) 6,190,312
657,619

741,227
90,767
32,684
7,712,609
Adjustments
For the Three Months Telecommuni- Cable and
Ended June 30, 2019 cation Retail Television Others Eliminations Total
Operating revenues
$16,375,698
$ 11,815,431
$ 1,535,854 $
147,703 $ (260,135) $ 29,614,551
Operating costs 10,131,831 10,668,992
817,728
85,966
(213,920)
21,490,597
Operating expenses 2,990,717
805,995

186,997
15,088
(53,478)
3,945,319
Net other income and
expenses 149,458
10,824

(2,112)
-
(10,835)

147,335
Profit 3,402,608
351,268

529,017
46,649
(3,572)
4,325,970
EBITDA (Note) 7,038,481
507,102

792,898
99,657
(12,500)
8,425,638
Adjustments
For the Six Months Telecommuni- Cable and
Ended June 30, 2020 cation Retail Television Others Eliminations Total
Operating revenues
$ 29,976,283
$ 30,939,811
$ 3,084,421 $
271,575 $ (1,077,772) $ 63,194,318
Operating costs 18,148,186 28,016,804 1,571,088 161,822
(907,462)
46,990,438
Operating expenses 5,611,086 1,947,201
388,854
28,758
(258,025)
7,717,874
Net other income and
expenses 108,362
47,101

(1,975)
-
(24,817)

128,671
Profit 6,325,373 1,022,907 1,122,504 80,995
62,898
8,614,677
EBITDA (Note) 12,684,676 1,410,759 1,481,751 177,497
58,371
15,813,054
Adjustments
For the Six Months Telecommuni- Cable and
Ended June 30, 2019 cation Retail Television Others Eliminations Total
Operating revenues
$ 32,944,260
$ 23,551,058
$ 3,088,352 $
295,121 $ (391,567) $ 59,487,224
Operating costs 20,451,555 21,182,787 1,672,035 172,837
(307,405)
43,171,809
Operating expenses 6,134,972 1,575,595
382,982
30,147
(102,538)
8,021,158
Net other income and
expenses 265,066
12,338

1,836
2,710
(22,143)

259,807
Profit 6,622,799
805,014
1,035,171 94,847
(3,767)
8,554,064
EBITDA (Note) 13,952,917 1,110,326 1,593,771 200,862
(21,807)
16,836,069

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.

  • 59 -

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 Six Months Ended
June 30
For the Six Months Ended
June 30


2020
$ 61,944,006

1,250,312

$ 63,194,318
2019
$ 58,016,774

1,470,450
$ 59,487,224
  • 60 -

TABLE 1

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

FINANCING EXTENDED TO OTHER PARTIES FOR THE SIX MONTHS ENDED JUNE 30, 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
$ 341,000

327,000
0.87178%-1.09422%
1.17056%-1.39400%
Short-term financing
Short-term financing
$ -

-
Operation requirements
Operation requirements
$ -
-
-
-
$ -
-
$ 35,382,479

35,382,479
$ 35,382,479

35,382,479
Note 2
Note 2
2 WMT TWM
TKT
TFNM
WTVB
Other receivables
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
Yes
3,800,000
100,000
2,770,000
1,000,000

3,800,000

100,000

2,500,000

1,000,000

2,476,000

-

1,350,000

570,000
0.86989%-1.09422%
-
0.87033%-1.09422%
0.87033%-1.09433%
Short-term financing
Short-term financing
Short-term financing
Short-term financing

-

-

-

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

8,020,997

8,020,997

8,020,997

8,020,997

8,020,997

8,020,997

8,020,997

8,020,997
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

327,000
1.09422%
0.87056%-1.09400%
Short-term financing
Short-term financing

-

-
Operation requirements
Operation requirements
-
-
-
-
-
-

22,817,173

22,817,173

22,817,173

22,817,173
Note 2
Note 2
4 YJCTV TFNM Other receivables Yes 100,000
100,000

100,000
1.09378% Transactions 461,370 - - - -
461,370

461,370
Notes 3 and 4
5 PCTV TFNM Other receivables Yes 520,000
520,000

520,000
1.09378% Transactions 538,031 - - - -
538,031

538,031
Notes 3 and 4
6 GCTV TFNM Other receivables Yes 250,000
250,000

250,000
1.09378% Short-term financing
-
Repayment of financing
-
- -
276,668

276,668
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.

  • 61 -

TABLE 2

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

ENDORSEMENT/GUARANTEE PROVIDED TO OTHER PARTIES FOR THE SIX MONTHS ENDED JUNE 30, 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
$ 8,425,950
50,000
$ -
-
35.55
0.08
$ 60,473,969
60,473,969
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.

  • 62 -

TABLE 3

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES) JUNE 30, 2020

(In Thousands of New Taiwan Dollars)

Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account June 30, 2020 June 30, 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
-
74,746
200,497
10,000
410,665
87,590
0.2
0.0335
$ 254,301
766,679
30,185
483,501
301,213
92,911
92,376
-
2,728,244
22,154,892
37,838
45,378,514
9,678,646
-
-
0.028
2.55
10
5
21.67
21.67
5.21
7.14
1.33
5.71
6.67
11.7
2.5
0.33
0.056
$ 254,301
766,679
30,185
483,501
301,213
92,911
92,376
-
2,728,244
22,154,892
37,838
45,378,514
9,678,646
-
-


Note 1
Note 1
Note 1




(Continued)

  • 63 -
Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account June 30, 2020 June 30, 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
$ 2,666
50,328
2.04
7.73
$ 2,666
50,328

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)

  • 64 -

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 SIX MONTHS ENDED JUNE 30, 2020

(In Thousands of New Taiwan Dollars) Thousands of New Taiwan Dollars)
Company Name Type and Name of
Marketable
Securities
Financial Statement
Account
Counter-party Relationship Beginning Balance Acquisition 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
TFN
LINE Bank Taiwan
Limited
Taiwan High Speed
Rail Corporation
Non-current financial
assets at FVTOCI
Current financial
assets at FVTOCI
-
-
-
-
-
90,212
$ 100,000
(Note 1)
3,464,156
50,000
-
$ 400,000
-
-
15,466
$ -
582,488
$ -

156,432
$ -

426,056
50,000
74,746
$ 483,501
(Note 2)
2,728,244
(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.

  • 65 -

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 SIX MONTHS ENDED JUNE 30, 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)
Paid in full. (including
$557,003 thousand paid
in current period)
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.

  • 66 -

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 SIX MONTHS ENDED JUNE 30, 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
TPIA
TFNM
momo
TFN
TKT
momo
TWM
Fubon Ins.
YJCTV
PCTV
UCTV
TPE
Subsidiary
Subsidiary
Subsidiary
Ultimate parent
Other related party
Subsidiary
Subsidiary
Subsidiary
Associate
Sale
Purchase
Purchase
Sale
Purchase
Sale
Sale
Channel leasing fee
Channel leasing fee
Channel leasing fee
Purchase
$ 120,164
2,098,387
110,819
783,069
138,259
505,659
116,086
211,570
248,196
108,929
383,828
-
12
1
3
1
90
91
13
15
7
1
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
-
-
-
-
-
-
-
Note 1
Note 1
Note 1
-
-
-
-
-
-
-
-
Note 1
Note 1
Note 1
-
$ 25,889
(416,426 )
(56,946 )
158,009
(21,347 )
83,495
90,761
-
-
-
(80,122 )
-
(Note 2)
4
3
2
90
90
-
-
-
1
Note 3
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.

  • 67 -

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 JUNE 30, 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
$ 158,009
342,504
328,761
2,479,660
1,350,512
570,764
421,894
7,421,546
328,380
4,965
100,242
5,560
520,036
2,411
250,002
9.11
10.39
6.04
5.79
5.79
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 153,971
342,504
1,714
60,089
-
-
366,343
7,388,337
1,345
3,173
173
3,568
1
1,543
1
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
  • 68 -

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 SIX MONTHS ENDED JUNE 30, 2020

(In Thousands of New Taiwan Dollars)

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of June 30, 2020 Balance as of June 30, 2020 Balance as of June 30, 2020 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
June 30, 2020 December 31,
2019
Shares (In
Thousands)
Percentage of
Ownership
%
Carrying
Value
TWM
TCC
WMT
TVC
TFN
TCCI
TFNM
TKT
TCC
WMT
TVC
TNH
AppWorks
ADT
TFN
TT&T
TWM Holding
TCCI
TDS
TPIA
TFC
TFNM
GFMT
GWMT
WTVB
momo
AppWorks Fund III
TUI
TID
TKT
YJCTV
MCTV
PCTV
UCTV
GCTV
kbro Media
M.E.
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
British Virgin Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
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
Venture capital
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
215,000
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
210,000
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

21,500

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

21,000

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
19.46
100
100
100
100
29.53
100
99.22
92.38
32.5
15
$ 18,923,493
20,051,680
209,616
1,838,202
255,767
6,072
57,043,896
85,041
225,193
30,265,489
97,197
46,086
198,341
6,054,812
16,972
96,757
277,174
9,198,993
204,887
39,842,583
8,503,193
238,967
1,733,949
618,154
3,391,140
2,016,020
1,261,491
124,936
25,274
$ 1,486,057

1,234,501

(1,373)

34,200

66,659

-

1,366,990

25,570

(315)

1,841

2,804

36,086

931

859,175

69

2,033

13,888

912,068

(52,992)

(106)

(69)

(6,355)

(36,157)

26,308

88,191

22,278

31,603

(43,874)

1,641
$ 1,486,334

1,234,573

(1,373)

17,757

33,566

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
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
Note 2
Notes 2 and 5
Note 2
Note 2
Note 2
Note 2
Note 2

(Continued)

  • 69 -
Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of June 30, 2020 Balance as of June 30, 2020 Balance as of June 30, 2020 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
June 30, 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
Bebe Poshe
FSL
TPE
TV Direct
TVD Shopping
Fortune Kingdom
HK Fubon Multimedia
HK Yue Numerous
Taiwan
Taiwan
British Virgin Islands
Samoa
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Thailand
Thailand
Samoa
Hong Kong
Hong Kong
Cable TV service provider
Cable TV service provider
Investment
Investment
Life insurance agent
Property insurance agent
Travel agent
Wholesale of cosmetics
Logistics and transport
Logistics industry
Wholesale and retail sales
Wholesale and retail sales
Investment
Investment
Investment
$ 16,218
91,910
885,285
670,448
3,000
3,000
6,000
85,000
250,000
322,100
133,098
Note 6
1,132,789
1,132,789
670,448
$ 16,218

91,910

885,285

670,448

3,000

3,000

6,000

85,000

-

337,860

-
116,463

1,132,789

1,132,789

670,448

1,300

3,825

9,735

21,778

500

500

3,000

8,500

25,000

16,105

123,981
Note 6

11,594

11,594

16,600
0.76
6.83
81.99
100
100
100
100
85
100
16.87
16.2
Note 6
100
100
100
$ 15,499
95,256
36,485
624,095
8,147
9,366
44,376
59,377
251,234
413,571
128,288
Note 6
40,117
40,117
624,095
$ 22,278

31,603

(4,248)

10,929

(644)

111

4,208

(4,253)

1,234

108,468

17,897
Note 6

(4,214)

(4,214)

10,929
$ -

-

-

-

-

-

-

-

-

-

-
-

-

-

-
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Notes 2 and 6
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 June 30, 2020.

Note 4: Non-controlling interests.

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

Note 6: momo sold all of its equity interest of TVD Shopping in June 2020.

Note 7: For information on investment in Mainland China, see Table 10 for details.

(Concluded)

  • 70 -

TABLE 9

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE SIX MONTHS ENDED JUNE 30, 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
TT&T
TDS
momo
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
$ 26,408
58,043
158,009
35,065
18,164
7,323,000
2,476,000
341,000
66,644
56,946
21,347
424,933
83,495
17,249
16,481
23,758
114,462
28,422
19,997
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%
1%
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

  • 71 -
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
TFNM
TPIA
momo
TFN
TKT
TDS
momo
TFNM
TFN
TT&T
TFN
TFN
WMT
1
1
1
1
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 revenues
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating expenses
Operating expenses
Other income and expenses, net
Finance costs
Finance costs
$ 33,363
310,607
30,332
17,237
120,164
11,591
73,253
783,069
2,098,387
110,819
32,831
138,259
16,423
15,137
505,659
21,035
40,403
15,894
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
-
-
-
-
-
-
-
1%
3%
-
-
-
-
-
1%
-
-
-
1 TCC TFC
TFN
1
1
Other receivables
Short-term borrowings
328,761
327,000
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
1,350,512
570,764
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%
-

(Continued)

  • 72 -
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
3 TFN TFC
TFNM
TFC
TFNM
momo
TT&T
3
3
3
3
3
3
Notes and accounts receivable, net
Notes and accounts receivable, net
Operating revenues
Operating revenues
Operating revenues
Operating expenses
$ 15,826
22,594
46,519
77,211
28,561
53,921
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 momo FSL
TFNM
FGE
Bebe Poshe
FSL
TFNM
1
3
1
1
1
3
Notes and accounts payable
Notes and accounts payable
Operating revenues
Operating costs
Operating costs
Operating costs
32,126
24,637
17,499
21,756
31,334
24,633
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
-
-
-
-
5 TFNM PCTV
YJCTV
UCTV
GCTV
MCTV
PCTV
YJCTV
GCTV
WTVB
PCTV
1
1
1
1
1
1
1
1
3
1
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
60,136
36,646
28,066
25,687
15,911
520,000
100,000
250,000
42,669
269,116
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
-
-
-
-
-
-
-
-
-
-

(Continued)

  • 73 -
Number Company Name Counter-party Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenues or
Total Assets
Account Amount Transaction Terms
5 TFNM YJCTV
UCTV
GCTV
PCTV
YJCTV
UCTV
WTVB
1
1
1
1
1
1
3
Operating revenues
Operating revenues
Operating revenues
Operating costs
Operating costs
Operating costs
Operating costs
$ 230,358
108,929
102,696
17,553
15,791
11,430
42,669
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
-
-
-
-
-

Note 1: 1. Parent to subsidiary.

  1. Subsidiary to parent.

  2. Between subsidiaries.

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

(Concluded)

  • 74 -

TABLE 10

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INVESTMENTS IN MAINLAND CHINA FOR THE SIX MONTHS ENDED JUNE 30, 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
June 30, 2020
Net Income
(Loss) of
Investee
%
Ownership
through Direct
or Indirect
Investment
Investment
Income (Loss)
Carrying
Value as of
June 30, 2020
Accumulated
Inward
Remittance of
Earnings as of
June 30, 2020
Note
Outflow Inflow
TWMC
FGE
Haobo
GHS
Mobile application
development and design
Wholesaling
Investment
Wholesaling
$ 88,740
(USD
3,000)
323,948
(RMB 77,500)
45,980
(RMB 11,000)
208,999
(RMB 50,000)
b
b
b
b
$ 144,111
(USD
4,872)
787,253
(USD 14,000)
(RMB 89,267)
-
-
$ -
-

-

-
$ -

-

-

-
$ 144,111
(USD
4,872)

787,253
(USD 14,000)
(RMB 89,267)

-

-
$ 689
(4,339)

11,519

79,154
100
76.7
100
20
$ 689
(3,328)
11,519
12,467
$ 75,843

26,139

597,530

555,409

-

-

-

-
Company Accumulated Investment in
Mainland China as of
June 30, 2020
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
Authorized by Investment
Commission, MOEA
(Note 2)
TWM and subsidiaries $1,574,509
(US$18,872, RMB89,267 and
HK$168,539)
$1,574,509
(US$18,872, RMB89,267 and
HK$168,539)
$39,899,051

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.

  • 75 -

TABLE 11

TAIWAN MOBILE CO., LTD

INFORMATION OF MAJOR STOCKHOLDERS JUNE 30, 2020

Name of Major Stockholder Shares Shares
Number of Shares Percentage of Ownership (%)
TUI
Shin Kong Life Insurance Co., Ltd.
Cathay Life Insurance Co., Ltd.
TCCI
Ming Dong Co., Ltd.
410,665,284
325,962,000
214,661,900
200,496,761
184,736,452
11.70
9.28
6.11
5.71
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.

  • 76 -