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TWM Interim / Quarterly Report 2020

Nov 6, 2020

52277_rns_2020-11-06_bfecd969-b0bb-4693-893d-985ef9f9940a.pdf

Interim / Quarterly Report

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Taiwan Mobile Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Nine Months Ended September 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 September 30, 2020 and 2019, the consolidated statements of comprehensive income for the three months and the nine months ended September 30, 2020 and 2019, the consolidated statements of changes in equity and cash flows for the nine 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 the 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 Statement of Auditing Standards No. 65 “Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our reviews, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of September 30, 2020 and 2019, and of its consolidated financial performance for the three months ended September 30, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the nine 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 the 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 November 6, 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and 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 consolidated financial statements are those generally applied in the ROC.

For the convenience of readers, the independent auditors’ review report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in 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
(Note 29)
Financial assets at fair value through other
comprehensive income (Note 7)
Contract assets (Note 22)
Notes and accounts receivable, net (Note 8)
Accounts receivable due from related parties
(Note 29)
Other receivables (Note 29)
Inventories (Note 9)
Prepayments (Note 29)
Assets held for sale
Other financial assets (Notes 29 and 30)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss
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
September 30, 2020
(Reviewed)
December 31, 2019
(Audited)
September 30, 2019
(Reviewed)





Amount
%
$ 10,458,046
6
-
-
1,610,652
1
4,610,329
3
7,277,145
4
168,665
-
1,387,608
1
4,885,413
3
817,885
-
30,615
-
677,356
-

126,421

-


32,050,135

18

-
-
1,948,156
1
3,100,897
2
1,848,260
1
38,592,413
21
9,010,505
5
2,770,780
2
65,879,630
36
15,832,440
9
5,275,420
3
768,906
-

1,780,975
1
307,067
-

1,571,058

1

148,686,507

82



























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
%
$ 13,023,288
8

-
-

249,034
-

4,911,308
3

7,585,200
5

155,872
-

2,151,715
2

4,706,877
3

738,341
1

-
-

600,461
-

106,576

-

34,228,672

22

2,500
-

4,786,983
3

3,506,891
2

1,640,080
1

36,990,076
23

9,930,778
6

2,978,278
2

38,414,344
24

15,872,595
10

5,548,621
3

805,778
1

2,243,280
2

208,224
-

1,672,806

1
124,601,234

78

TOTAL $ 180,736,642 100 $ 153,919,959 100 $ 158,829,906 100

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

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

Total current liabilities

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

Total non-current liabilities

Total liabilities

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

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

Total equity

TOTAL
September 30, 2020
(Reviewed)
December 31, 2019
(Audited)
September 30, 2019
(Reviewed)










Amount
%
$ 15,100,000
8
17,289,545
10
1,701,749
1
8,396,236
5
138,601
-
10,385,029
6
1,395,178
1
60,335
-
3,466,731
2
198,275
-
2,303,351
1

2,472,973

1


62,908,003

35

51,588
-
35,602,395
20
2,383,511
1
1,501,571
1
1,042,650
-
5,518,479
3
493,079
-
1,153,460
1

462,537

-


48,209,270

26

111,117,273

61


35,093,765
19
30,450
-
18,937,441
10
30,170,398
17
-
-
10,329,388
6
(1,496,880)
(1)

(29,717,344)
(16)

63,347,218
35

6,272,151

4


69,619,369

39

$ 180,736,642
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
%
$ 15,670,000
10

1,200,000
1

1,726,286
1

11,897,943
7

180,126
-

8,387,740
5

2,561,672
2

102,327
-

3,525,545
2

119,946
-

4,803,227
3

2,482,571

2

52,657,383

33

47,871
-

17,214,347
11

8,636,924
5

1,448,562
1

960,745
1

6,373,530
4

471,530
-

1,093,515
1

522,124

-

36,769,148

23

89,426,531

56

34,679,531
22

279,910
-

19,110,633
12

28,922,281
18

95,381
-

10,054,123
6

(26,166)
-

(29,717,344)
(18)

63,398,349
40

6,005,026

4

69,403,375

44
$ 158,829,906
100

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 (Notes 23 and 29)
Finance costs (Note 23)
Share of profit (loss) of associates accounted
for using equity method

Total non-operating income and
expenses

PROFIT BEFORE TAX
INCOME TAX EXPENSE (Note 24)

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 September 30 For the Three Months Ended September 30 For the Three Months Ended September 30 **For the Nine Months ** Ended September 30 Ended September 30
2020 2019
Reclassified (Note 3)
2020 2019
Reclassified (Note 3)




















Amount
%
$ 31,242,977
100
23,724,197
76


7,518,780
24

2,435,714
8
1,259,265
4
54,333
-

50,309

-


3,799,621
12


123,599

-


3,842,758
12

14,548
-
97,752
-

(7,071 )
-
(157,022 )
-

16,649

-


(35,144)

-

3,807,614
12

743,749

2


3,063,865
10

(232,829 )
(1 )
2,431
-
7,601
-

(3,164)

-


(225,961)

(1)

$ 2,837,904

9

$ 2,818,867
9

244,998

1

$ 3,063,865
10

$ 2,588,119
8

249,785

1

$ 2,837,904

9

$ 1.01
$ 1.00






























Amount
%
$ 30,825,915
100
22,691,898
74


8,134,017
26


2,593,839
8

1,266,748
4

41,060
-

70,930

-


3,972,577
12


114,973

-


4,276,413
14


16,826
-

130,160
-

(28,175 )
-

(141,920 )
-

(522)

-


(23,631)

-


4,252,782
14

840,738

3


3,412,044
11

(1,143,034 )
(4 )

269
-

(30,624 )
-

5,822

-

(1,167,567)

(4)

$ 2,244,477

7

$ 3,253,393
11

158,651

-

$ 3,412,044
11

$ 2,098,701
7

145,776

-

$ 2,244,477

7

$ 1.17
$ 1.15






























Amount
%
$ 94,437,295
100
70,714,635
75

23,722,660
25


7,346,778
8

3,878,281
4

157,913
-

134,523

-

11,517,495
12


252,270

-

12,457,435
13


50,537
-

116,055
-

32,267
-

(459,372 )
-

68,475

-


(192,038)

-

12,265,397
13

2,322,095

2


9,943,302
11


(788,950 )
(1 )

29,799
-

(14,875 )
-

(876)

-


(774,902)

(1)

$ 9,168,400
10

$ 9,181,100
10

762,202

1

$ 9,943,302
11

$ 8,395,355
9

773,045

1

$ 9,168,400
10

$ 3.27
$ 3.25






























Amount
%
$ 90,313,139
100
65,863,707
73
24,449,432
27

7,865,130
9

3,816,633
4

115,913
-

196,059

-
11,993,735
13

374,780

-
12,830,477
14

51,096
-

173,232
-

(66,113 )
-

(433,638 )
-

11,159

-

(264,264)

-
12,566,213
14

2,467,685

3
10,098,528
11

71,615
-

8,643
-

(13,724 )
-

4,277

-

70,811

-
$ 10,169,339
11
$ 9,530,067
11

568,461

-
$ 10,098,528
11
$ 9,599,403
11

569,936

-
$ 10,169,339
11
$ 3.46
$ 3.39




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

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

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

BALANCE, SEPTEMBER 30, 2019

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 nine months ended September 30, 2020
Other comprehensive income (loss) for the nine months ended
September 30, 2020

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

-

9,530,067
568,461


69,336

1,475


9,599,403

569,936

7,251,044
-

-

(693,361)

$ 63,398,349
$ 6,005,026

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

-
-
-
-
(11,756,844)

-

(11,756,844)

-

(1,593,624)
-

9,181,100
762,202

(785,745)

10,843


8,395,355

773,045

289,779
-
-
-
(2,001)
(1,491)
(2,738)
(3,344)

-

(655,043)

$ 63,347,218
$ 6,272,151
Total Equity
$ 67,993,696

48,880
68,042,576
-
-
(15,366,223)
(15,366,223)
10,098,528

70,811
10,169,339
7,251,044

(693,361)
$ 69,403,375
$ 74,176,275
-
-
(11,756,844)
(11,756,844)
(1,593,624)
9,943,302

(774,902)

9,168,400
289,779
-

(3,492)

(6,082)

(655,043)
$ 69,619,369
Common Stock
$ 34,208,519


-

34,208,519
-
-

-


-

-

-


-

471,012

-

$ 34,679,531

$ 34,959,441

-
-

-


-

-
-

-


-

134,324
-

-
-

-

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


-

-

29,819
12,580,692

-
-
-
-

-

-


-

-

-
-

-

-


-

-

250,091
6,529,941

-

-

$ 279,910
$ 19,110,633

$ 134,104
$ 20,274,694

-
-
-
-

-

-


-

-

-
(1,593,624)
-
-

-

-


-

-

(103,654)
259,109
-
-
-
-
-
(2,738)

-

-

$ 30,450
$ 18,937,441
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)

-
-
9,530,067

-

-

121


-

-

9,530,188

-
-
-

-

-

-

$ 28,922,281
$ 95,381
$ 10,054,123

$ 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)


-
-
-
-
-
9,181,100

-

-

(235)


-

-

9,180,865

-
-
-
-
-
1,148,079
-
-
(2,001)

-
-
2,196

-

-

-

$ 30,170,398
$ -
$ 10,329,388
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)

-
-
-
-
-
-

-

-

-


-

-

-

-
-
-

(5,002)

74,217

-


(5,002)

74,217

-

-
-
-

-

-

-

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

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

-
-
-
-
-
-

-

-

-


-

-

-

-
-
-

-
-
-

(7,104)

(778,406)

-


(7,104)

(778,406)

-

-
-
-
-
(1,148,079)
-

-
-
-
-
(2,196)
-

-

-

-

$ (41,609)
$ (1,455,271)
$ (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
Financial assets mandatorily classified as at fair value through profit
or loss
Contract assets
Notes and accounts receivable
Accounts receivable due from related parties
Other receivables
Inventories
Prepayments
Other current assets
Other financial assets
Incremental costs of obtaining a contract
Contract liabilities
Notes and accounts payable
Accounts payable due to related parties
Other payables
Provisions
Advance receipts
Other current liabilities
Net defined benefit liabilities

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

Net cash generated from operating activities
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2020
$ 12,265,397
8,206,431
2,944,679
1,331,557
40,113
(8,800)
134,523
459,372
(50,537)
(102,762)
(68,475)

(73,859)
149
(3,656)
-
589,273
294,807
(22,479)
100,865
785,063
(356,470)
75,710
(3,684)
(993,480)
(99,363)
735,951
3,439
(1,014,998)
(23,669)
111,465
96,944

(24,096)

25,329,410
8,389
(987)

(2,321,479)


23,015,333
2019
$ 12,566,213

9,723,595

2,582,492

1,950,516

54,305

-

196,059

433,638

(51,096)

(117,211)

(11,159)

-

(5,209)

6,990

84,864

264,859

(404,063)

(9,962)

(123,992)

(761,214)

(282,081)

810,449

(5,212)

(1,247,514)

(76,623)

5,140,963

538

(1,231,872)

365

8,024

92,532

(39,350)

29,549,844

197

(974)

(2,210,403)

27,338,664

(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
Increase (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 (including paid to non-controlling interests)

Interest paid

Net cash generated from (used in) financing activities
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30






2020
$ (4,755,435)
(25,030)
(29,851,204)
(248,765)
23,448
6,000
361
(407,419)
1,568,159
(482,516)
219,742
-
33,298
(261,756)
226,816
(220,941)
96,213
33,650

122,926

(33,922,453)

(1,170,000)
15,385,465
19,979,415
(4,203,000)
(2,939,852)
128,203
(66,953)
(14,005,485)

(405,207)


12,702,586
2019
$ (5,109,985)

(16,808)

(206,165)

(200,110)

37,146

-

368

-

-

(27,000)

-

(100,000)

-

(208,262)

204,232

(152,825)

55,090

46,429

185,379

(5,492,511)

5,400,000

(298,700)

-

(2,253,000)

(2,824,316)

172,162

(93,114)
(16,059,547)

(362,330)
(16,318,845)
(Continued)
  • 7 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

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

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
EQUIVALENTS

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

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


2020
$ (790)

1,794,676

8,663,370

$ 10,458,046
2019
$ (2,730)

5,524,578

7,498,710
$ 13,023,288

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

(Concluded)

  • 8 -

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 November 6, 2020.

3. APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS

  • a. Application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the 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 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between An Investor and Its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 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 nine months ended September 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 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
September 30,
2020
December 31,
2019
September 30,
2019
Note
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
49.90%
49.90%
49.90%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
Note 1
100.00%
100.00%
100.00%
-
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
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
MFS Co., Ltd. (MFS)
Wholesaling
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
September 30,
2020
December 31,
2019
September 30,
2019
Note
100.00%
100.00%
100.00%
Note 1
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
Note 1
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
29.53%
29.53%
29.53%
Note 2
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 3
100.00%
-
-
Note 4
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: TCCI, TUI and TID collectively owned 698,752 thousand shares of TWM, representing 19.89% of total outstanding shares as of September 30, 2020.

Note 2: The other 70.47% of shares were held under trustee accounts.

Note 3: Set up in February 2020.

Note 4: Set up in July 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

September 30,
2020
Cash on hand and revolving funds
$ 79,992
Cash in banks
4,595,393
Time deposits
3,097,572
Government bonds with repurchase rights

2,685,089

$ 10,458,046
December 31,
2019
September 30,
2019
$ 60,483 $ 152,688

3,545,544
7,955,311

2,423,103
2,167,192

2,634,240

2,748,097
$ 8,663,370
$ 13,023,288
  • 14 -

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

September 30, September 30, December 31, December 31, September 30, September 30,
2020 2019 2019
Investments in equity instruments-current
Domestic investments
Listed stocks $ 1,607,043
$ 239,086
$ 241,260
Foreign investments
Unlisted stocks 3,609
7,407
7,774
$ 1,610,652
$ 246,493
$ 249,034
Investments in equity instruments-non-current
Domestic investments
Listed stocks $ 923,124
$ 4,580,516
$ 4,078,476
Unlisted stocks 651,898 173,515 177,585
Foreign investments
Limited partnerships 342,335 462,068 500,880
Unlisted stocks 30,799
29,789
30,042
$ 1,948,156
$ 5,245,888
$ 4,786,983

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 three quarters of 2020, TFN sold part of THSR’s stock at fair value of $1,621,105 thousand. As of September 30, 2020, the amount of outstanding receivables was $52,946 thousand. The related unrealized gain of $1,147,893 thousand was transferred from other equity to retained earnings.

8. NOTES AND ACCOUNTS RECEIVABLE, NET

September 30, September 30, December 31, December 31, September 30, September 30,
2020 2019 2019
Notes receivable $ 70,877
$ 224,042
$ 103,797
Accounts receivable 7,502,508 7,793,254 7,853,328
Less: Allowance for impairment loss (296,240)
(345,458)
(371,925)
$ 7,277,145
$ 7,671,838
$ 7,585,200

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:

September 30, 2020

Not Past Due

Gross carrying amount
$ 6,965,950

Loss allowance (Lifetime ECLs)
(50,202)


Amortized cost
$ 6,915,748

December 31, 2019
Not Past Due

Gross carrying amount
$ 7,381,152

Loss allowance (Lifetime ECLs)
(52,054)


Amortized cost
$ 7,329,098

September 30, 2019
Not Past Due

Gross carrying amount
$ 7,284,358

Loss allowance (Lifetime ECLs)
(54,860)


Amortized cost
$ 7,229,498
Overdue
1 to 120 Days
121 to 365 Days Over 365 Days
$ 471,406
$ 132,987
$ 3,042


(122,644)

(120,489)

(2,905)

$ 348,762
$ 12,498
$ 137

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
$ 480,631
$ 191,796
$ 340


(135,900)

(180,825)

(340)

$ 344,731
$ 10,971
$ -
Total
$ 7,573,385

(296,240)
$ 7,277,145
Total
$ 8,017,296

(345,458)
$ 7,671,838
Total
$ 7,957,125

(371,925)
$ 7,585,200
  • 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% 10%-100%

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

Beginning balance

Add: Provision
Recovery
Less: Write-off

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


2020
$ 345,458

136,129
27,829
(213,176)

$ 296,240
2019
$ 464,049
195,016
31,635
(318,775)
$ 371,925

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:

Amount of accounts receivable sold

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

2020
$ 918,412

$ 52,589
2019
$ 583,132
$ 35,389

9. INVENTORIES

September 30, December 31, September 30,
2020 2019 2019
Merchandise $ 4,874,061
$ 5,662,872
$ 4,699,744
Materials for maintenance
11,352

7,604

7,133
$ 4,885,413
$ 5,670,476
$ 4,706,877

For the three months and the nine months ended September 30, 2020, the cost of goods sold related to the inventories amounted to $16,414,963 thousand and $49,553,983 thousand, respectively, which included the inventory write-down, totaling $7,795 thousand and $69,403 thousand, respectively.

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

  • 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)


September 30, 2020
Amount
% of
Owner-
ship

$ 577,080
20.00

387,984
15.50
256,495
51.00
318,723
20.11
152,376
20.00
-
-
121,375
32.50
25,631
15.00

8,596
14.40

$ 1,848,260
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
September 30, 2019

















Amount
% of
Owner-
ship
$ 711,017
20.00
397,662
17.70
235,000
51.00
-
-
-
-
124,391
35.00
141,419
32.50
25,530
15.00

5,061
14.40
$ 1,640,080

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 three quarters of 2020, momo sold part of TPE’s stock for $72,970 thousand. Although momo’s percentage of ownership interest in TPE decreased to 15.5%, momo still has significant influence on TPE due to its having two seats on TPE’s board of directors.

c. AppWorks

At the end of September 2019, TWM acquired 51% equity interest of AppWorks. Payments for the investment in AppWorks were made on October 1, 2019. TWM has no control over AppWorks due to its holding less than half number of seats on AppWorks’ 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. In August 2020, TVC’s percentage of ownership interest in AppWorks Fund III increased to 20.11% due to non-proportionate subscription to AppWorks Fund III’s issuance of new capital stock.

e. TV Direct

In June 2020, momo acquired 16.2% equity interest of TV Direct and had significant influence on TV Direct. In July 2020, momo’s percentage of ownership interest in TV Direct increased to 20% due to its acquisition of additional 3.8% equity interest of TV Direct. momo has one seat on TV Direct’s board of directors.

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 September 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
September 30,
2020
December 31,
2019
September 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:

September 30,
2020
Current assets
$ 7,964,598
Non-current assets
14,972,942
Current liabilities
(8,115,552)
Non-current liabilities

(1,022,893)

Equity
$ 13,799,095

Equity attributable to:
Owners of the parent
$ 9,389,952
Non-controlling interests of momo
4,391,706
Non-controlling interests of momo’s
subsidiaries

17,437

$ 13,799,095

For the Three Months Ended
September 30
2020
2019
Operating revenues
$ 15,582,993
$ 12,371,510
Profit
$ 418,522 $ 267,015
Other comprehensive income (loss)
8,576

(23,113)
Comprehensive income
$ 427,098
$ 243,902
Profit (loss) attributable to:
Owners of the parent
$ 188,876 $ 120,270
Non-controlling interests of
momo
230,710
146,908
Non-controlling interests of
momo’s subsidiaries

(1,064)

(163)
$ 418,522
$ 267,015
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 192,664 $ 110,032
Non-controlling interests of
momo
235,335
134,403
Non-controlling interests of
momo’s subsidiaries

(901)

(533)
$ 427,098
$ 243,902
September 30,
2020
Current assets
$ 7,964,598
Non-current assets
14,972,942
Current liabilities
(8,115,552)
Non-current liabilities

(1,022,893)

Equity
$ 13,799,095

Equity attributable to:
Owners of the parent
$ 9,389,952
Non-controlling interests of momo
4,391,706
Non-controlling interests of momo’s
subsidiaries

17,437

$ 13,799,095

For the Three Months Ended
September 30
2020
2019
Operating revenues
$ 15,582,993
$ 12,371,510
Profit
$ 418,522 $ 267,015
Other comprehensive income (loss)
8,576

(23,113)
Comprehensive income
$ 427,098
$ 243,902
Profit (loss) attributable to:
Owners of the parent
$ 188,876 $ 120,270
Non-controlling interests of
momo
230,710
146,908
Non-controlling interests of
momo’s subsidiaries

(1,064)

(163)
$ 418,522
$ 267,015
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 192,664 $ 110,032
Non-controlling interests of
momo
235,335
134,403
Non-controlling interests of
momo’s subsidiaries

(901)

(533)
$ 427,098
$ 243,902
September 30,
2020
Current assets
$ 7,964,598
Non-current assets
14,972,942
Current liabilities
(8,115,552)
Non-current liabilities

(1,022,893)

Equity
$ 13,799,095

Equity attributable to:
Owners of the parent
$ 9,389,952
Non-controlling interests of momo
4,391,706
Non-controlling interests of momo’s
subsidiaries

17,437

$ 13,799,095

For the Three Months Ended
September 30
2020
2019
Operating revenues
$ 15,582,993
$ 12,371,510
Profit
$ 418,522 $ 267,015
Other comprehensive income (loss)
8,576

(23,113)
Comprehensive income
$ 427,098
$ 243,902
Profit (loss) attributable to:
Owners of the parent
$ 188,876 $ 120,270
Non-controlling interests of
momo
230,710
146,908
Non-controlling interests of
momo’s subsidiaries

(1,064)

(163)
$ 418,522
$ 267,015
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 192,664 $ 110,032
Non-controlling interests of
momo
235,335
134,403
Non-controlling interests of
momo’s subsidiaries

(901)

(533)
$ 427,098
$ 243,902
September 30,
2020
Current assets
$ 7,964,598
Non-current assets
14,972,942
Current liabilities
(8,115,552)
Non-current liabilities

(1,022,893)

Equity
$ 13,799,095

Equity attributable to:
Owners of the parent
$ 9,389,952
Non-controlling interests of momo
4,391,706
Non-controlling interests of momo’s
subsidiaries

17,437

$ 13,799,095

For the Three Months Ended
September 30
2020
2019
Operating revenues
$ 15,582,993
$ 12,371,510
Profit
$ 418,522 $ 267,015
Other comprehensive income (loss)
8,576

(23,113)
Comprehensive income
$ 427,098
$ 243,902
Profit (loss) attributable to:
Owners of the parent
$ 188,876 $ 120,270
Non-controlling interests of
momo
230,710
146,908
Non-controlling interests of
momo’s subsidiaries

(1,064)

(163)
$ 418,522
$ 267,015
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 192,664 $ 110,032
Non-controlling interests of
momo
235,335
134,403
Non-controlling interests of
momo’s subsidiaries

(901)

(533)
$ 427,098
$ 243,902
December 31,
2019
September 30,
2019
$ 7,547,400 $ 9,766,431

14,525,235
14,650,617

(7,372,246)
(9,915,146)

(1,050,690)

(1,109,929)
$ 13,649,699
$ 13,391,973
$ 9,321,432 $ 9,204,978

4,308,010
4,165,765

20,257

21,230
$ 13,649,699
$ 13,391,973
For the Nine Months Ended
September 30
2020
2019
$ 46,522,804
$ 35,922,568
$ 1,328,907 $ 974,513

19,780

2,891
$ 1,348,687
$ 977,404
$ 599,443 $ 438,768

732,211
535,949

(2,747)

(204)
$ 1,328,907
$ 974,513
$ 608,380 $ 440,184

743,127
537,679

(2,820)

(459)
$ 1,348,687
$ 977,404
December 31,
2019
September 30,
2019
$ 7,547,400 $ 9,766,431

14,525,235
14,650,617

(7,372,246)
(9,915,146)

(1,050,690)

(1,109,929)
$ 13,649,699
$ 13,391,973
$ 9,321,432 $ 9,204,978

4,308,010
4,165,765

20,257

21,230
$ 13,649,699
$ 13,391,973
For the Nine Months Ended
September 30
2020
2019
$ 46,522,804
$ 35,922,568
$ 1,328,907 $ 974,513

19,780

2,891
$ 1,348,687
$ 977,404
$ 599,443 $ 438,768

732,211
535,949

(2,747)

(204)
$ 1,328,907
$ 974,513
$ 608,380 $ 440,184

743,127
537,679

(2,820)

(459)
$ 1,348,687
$ 977,404
December 31,
2019
September 30,
2019
$ 7,547,400 $ 9,766,431

14,525,235
14,650,617

(7,372,246)
(9,915,146)

(1,050,690)

(1,109,929)
$ 13,649,699
$ 13,391,973
$ 9,321,432 $ 9,204,978

4,308,010
4,165,765

20,257

21,230
$ 13,649,699
$ 13,391,973
For the Nine Months Ended
September 30
2020
2019
$ 46,522,804
$ 35,922,568
$ 1,328,907 $ 974,513

19,780

2,891
$ 1,348,687
$ 977,404
$ 599,443 $ 438,768

732,211
535,949

(2,747)

(204)
$ 1,328,907
$ 974,513
$ 608,380 $ 440,184

743,127
537,679

(2,820)

(459)
$ 1,348,687
$ 977,404
$

$
$





















2020
$ 15,582,993

$ 418,522

8,576

$ 427,098

$ 188,876
230,710

(1,064)

$ 418,522

$ 192,664
235,335

(901)

$ 427,098
2019
$ 12,371,510
$ 267,015

(23,113)
$ 243,902
$ 120,270

146,908

(163)
$ 267,015
$ 110,032

134,403

(533)
$ 243,902
2020
$ 46,522,804

$ 1,328,907

19,780

$ 1,348,687

$ 599,443

732,211

(2,747)

$ 1,328,907

$ 608,380

743,127

(2,820)

$ 1,348,687
2019
$ 35,922,568
$ 974,513

2,891
$ 977,404
$ 438,768

535,949

(204)
$ 974,513
$ 440,184

537,679

(459)
$ 977,404
  • 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 increase (decrease) in cash

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




2020
$ 1,956,565

(693,057)
(1,462,795)
(196)

$ (199,483)

$ 654,596
2019
$ 4,728,601

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

(889)
$ 3,064,449
$ 693,102

12. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance, January 1, 2020

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, September 30,
2020

Accumulated depreciation
and impairment
Balance, January 1, 2020

Depreciation
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, September 30,
2020

Carrying amount,
January 1, 2020

Carrying amount,
September 30, 2020

Cost
Balance, January 1, 2019

Additions
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, September 30,
2019
Land
$ 8,261,041
431,785
324,224
(8,055 )

-

$ 9,008,995

$ -
-
-
-

-

$ -

$ 8,261,041

$ 9,008,995

$ 8,289,085
-
3,593
(18,112 )

-

$ 8,274,566
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 5,641,608 $ 90,366,481

-
124,086

59,619
5,869,335

(9,626 )
(1,056,798 )

-

(586)

$ 5,691,601
$ 95,302,518

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

121,044
4,619,930

27,839
-

(5,421 )
(1,006,721 )

-

(534)

$ 1,792,669
$ 72,992,275

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

$ 3,898,932
$ 22,310,243

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

1,116
589,048

3,891
3,967,978

(22,599 )
(1,068,008 )

-

(1,915)

$ 5,655,365
$ 91,110,147
Others
Construction in
Progress and
Equipment to
be Inspected
$ 9,549,160 $ 1,506,915

221,702
6,560,703

231,660
(6,073,929 )

(173,502 )
(213 )

(38)

-

$ 9,828,982
$ 1,993,476

$ 8,114,393 $ -

506,344
-

-
-

(172,491 )
-

(31)

-

$ 8,448,215
$ -

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

$ 1,380,767
$ 1,993,476

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

205,739
4,227,514

99,689
(4,083,218 )

(238,361 )
(38 )

(125)

-

$ 9,413,776
$ 1,493,475
Total
$ 115,325,205

7,338,276

410,909

(1,248,194 )

(624)
$ 121,825,572
$ 79,143,200

5,247,318

27,839

(1,184,633 )

(565)
$ 83,233,159
$ 36,182,005
$ 38,592,413
$ 112,281,137

5,023,417

(8,067 )

(1,347,118 )

(2,040)
$ 115,947,329
(Continued)
  • 21 -
Accumulated depreciation
and impairment
Balance, January 1, 2019

Depreciation
Reclassification
Disposals and retirements
Effect of exchange rate
changes

Balance, September 30,
2019

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

-

$ 1,662

$ 8,272,904
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 1,499,982 $ 64,521,396

121,102
5,900,643

1,570
-

(8,238 )
(1,010,993 )

-

(1,768)

$ 1,614,416
$ 69,409,278

$ 4,040,949
$ 21,700,869
Others
Construction in
Progress and
Equipment to
be Inspected
Total
$ 7,402,137 $ - $ 73,425,177

766,301
-
6,788,046

-
-
1,570

(236,436 )
-
(1,255,667 )

(105)

-

(1,873)
$ 7,931,897
$ -
$ 78,957,253
$ 1,481,879
$ 1,493,475
$ 36,990,076
(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

September 30,
2020
Carrying amounts
Land
$ 557,212

Buildings
7,616,416
Telecommunications equipment and
machinery
661,053
Others

175,824

$ 9,010,505

Additions to right-of-use assets
December 31,
2019
September 30,
2019
$ 565,364
$ 564,445
8,025,737
8,293,831
874,638
953,746

192,199

118,756
$ 9,657,938
$ 9,930,778
For the Nine Months Ended
September 30
December 31,
2019
September 30,
2019
$ 565,364
$ 564,445
8,025,737
8,293,831
874,638
953,746

192,199

118,756
$ 9,657,938
$ 9,930,778
For the Nine Months Ended
September 30
December 31,
2019
September 30,
2019
$ 565,364
$ 564,445
8,025,737
8,293,831
874,638
953,746

192,199

118,756
$ 9,657,938
$ 9,930,778
For the Nine Months Ended
September 30
2020
$ 2,601,367
2019
$ 2,939,408
  • 22 -
Depreciation charge for
right-of-use assets
Land

Buildings
Telecommunications
equipment and machinery
Others

For the Three Months Ended
September 30
2020
2019
$ 59,945 $ 58,608
861,105
863,438

44,708
50,792

15,733

16,046

$ 981,491
$ 988,884
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2020
$ 59,945
861,105

44,708

15,733

$ 981,491




2020
$ 180,092

2,579,891

138,059

45,970

$ 2,944,012
2019
$ 174,609

2,542,418

153,873

49,439
$ 2,920,339

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

  • b. Lease liabilities
September 30, December 31, September 30,
2020 2019 2019
Carrying amounts
Current $ 3,466,731
$ 3,532,951
$ 3,525,545
Non-current $ 5,518,479
$ 6,117,438
$ 6,373,530
Range of discount rate for lease liabilities was as follows:
September 30, December 31, September 30,
2020 2019 2019
Land 0.74%-1% 0.78%-1% 0.82%-1%
Buildings 0.74%-1.2% 0.78%-5.44%
0.82%-5.44%
Telecommunications equipment and
machinery 0.74%-4.38% 0.86%-4.38%
0.86%-4.38%
Others 0.74%-0.86% 0.78%-5.44%
0.82%-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 in some lease agreements. 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
September 30
2020
2019
$ 10,277
$ 9,435

$ 18,094
$ 18,050

$ 10,491
$ 10,913

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


2020
$ 10,277

$ 18,094

$ 10,491


2020
2019
$ 29,546
$ 45,259
$ 54,449
$ 53,063
$ 33,426
$ 30,777
For the Nine Months Ended
September 30
2020
$ 3,153,515
2019
$ 3,038,773

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 September 30, 2020, December 31, 2019 and September 30, 2019, the fair values of investment properties were $6,676,676 thousand, $6,989,343 thousand and $6,976,270 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 nine months ended September 30, 2020 and 2019 were $4,926 thousand, $5,068 thousand, $15,101 thousand, and $15,210 thousand, respectively.

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

September 30, September 30, December 31, December 31, September 30, September 30,
2020 2019 2019
Year 1 $ 142,174
$ 153,723
$ 153,332
Year 2 135,628 143,089 145,838
Year 3 98,720 133,686 133,358
Year 4 30,299 81,103 96,409
Year 5 28,737 29,888 27,987
Year 6 and thereafter 27,987
51,310
55,975
$ 463,545
$ 592,799
$ 612,899
  • 24 -

15. INTANGIBLE ASSETS

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

-
-
-

-

$ 8,180,078

$ 1,210,025

134,039
-

-

$ 1,344,064

$ 6,970,053

$ 6,836,014

$ 8,180,078

-
-
-

-

$ 8,180,078

$ 1,031,305

134,040
-

-

$ 1,165,345

$ 7,014,733
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

25,910


(30,000 )
31,550

-

$ 52,657

$ 25,197

24,105

-

-

$ 49,302

$ -

$ 3,355

$ 15,222

8,567
-
-

-

$ 23,789

$ 13,538

9,448
-

-

$ 22,986

$ 803
Total
$ 75,771,788
29,800,450

(88,669 )
1,083,267

(97)
$106,566,739
$ 16,693,313
2,944,679
(58,669 )

(74)
$ 19,579,249
$ 59,078,475
$ 86,987,490
$ 75,572,855
146,616
(138,990 )
95,856

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

(252)
$ 15,840,460
$ 59,835,560















Concession
Licenses
$ 41,043,375

29,656,000
-
1,000,000

-

$ 71,699,375

$ 10,303,927

2,351,832
-

-

$ 12,655,759

$ 30,739,448

$ 59,043,616

$ 41,043,375

-
-
-

-

$ 41,043,375

$ 7,663,274

1,980,490
-

-

$ 9,643,764

$ 31,399,611














Computer
Software
$ 4,096,570

118,474
(58,614 )
51,717

(97)

$ 4,208,050

$ 3,465,304

332,297
(58,614 )

(74)

$ 3,738,913

$ 631,266

$ 469,137

$ 3,907,630

138,031
(138,990 )
95,856

(317)

$ 4,002,210

$ 3,176,937

356,102
(138,990 )

(252)

$ 3,393,797

$ 608,413
Customer
Relationships
$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,647,063

102,300

-

-

$ 1,749,363

$ 1,007,026

$ 904,726

$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,510,663

102,300

-

-

$ 1,612,963

$ 1,041,126
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

66
(55 )
-

-

$ 2,517,895

$ 1,642

106
(55 )

-

$ 1,693

$ 2,516,242

$ 2,516,202

$ 2,517,866

18
-
-

-

$ 2,517,884

$ 1,493

112
-

-

$ 1,605

$ 2,516,279

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:

September 30,
2020

Telecommunications service
$ 7,211,936
Fixed network service
357,970
Cable television business
3,269,636
Retail business

4,992,898

$ 15,832,440
December 31,
2019
September 30,
2019
$ 7,211,936 $ 7,238,758

357,970
357,970

3,269,636
3,269,636

4,992,898

5,006,231
$ 15,832,440
$ 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 September 30, 2020.

16. OTHER NON-CURRENT ASSETS

September 30, September 30, December 31, December 31, September 30, September 30,
2020 2019 2019
Long-term accounts receivable $ 321,536
$ 325,482
$ 293,960
Refundable deposits (Note) 668,908 1,633,054 627,818
Prepayments for equipment 75,613 131,228 139,599
Prepayments for investment - 100,000 100,000
Others 505,001
504,706
511,429
$ 1,571,058
$ 2,694,470
$ 1,672,806
  • 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

September 30,
2020

Unsecured loans
$ 15,100,000

Annual interest rates
0.56%-0.89%
December 31,
2019
September 30,
2019
$ 16,270,000
$ 15,670,000
0.65%-0.95%
0.65%-0.95%

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

  • b. Short-term notes and bills payable
September 30, December 31, September 30,
2020 2019 2019
Short-term notes and bills payable $ 17,300,000
$ 1,900,000
$ 1,200,000
Less: Discounts on short-term notes and bills
payable
(10,455)

(1,889)

-
$ 17,289,545
$ 1,898,111
$ 1,200,000
Annual interest rates 0.398%-0.448%
0.688%
0.678%
Long-term borrowings
September 30, December 31, September 30,
2020 2019 2019
Unsecured loans $ 2,000,000
$ 6,000,000
$ 6,000,000
Secured loans 2,686,862 2,889,373 2,940,209
Less: Current portion (2,303,351)

(303,297)

(303,285)
$ 2,383,511
$ 8,586,076
$ 8,636,924
Annual interest rates:
Unsecured loans 0.79% 0.72%-0.79% 0.72%-0.79%
Secured loans 1.7495% 2.0337% 2.0337%

c. Long-term borrowings

  • 1) Unsecured loans

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

  • 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

September 30,
2020
3rd domestic unsecured straight corporate bonds $ -
5th domestic unsecured straight corporate bonds
14,990,829
6th domestic unsecured straight corporate bonds
19,980,992
3rd domestic unsecured convertible bonds
630,574
Less: Current portion

-

$ 35,602,395
December 31,
2019
September 30,
2019
$ - $ 4,499,942

14,988,914
14,988,270

-
-

914,522
2,226,077

-

(4,499,942)
$ 15,903,436
$ 17,214,347
  • 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 September 30, 2020, the amount of unamortized bond issue cost was $9,171 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 September 30, 2020, the amount of unamortized bond issue cost was $19,008 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 $95.6 per share since July 25, 2020. Except for the book closure period, bondholders are entitled to convert bonds into TWM’s common stock from December 23, 2016 to November 22, 2021. The trustee of bond holders is Bank of Taiwan.

If the closing price of TWM’s common stock continues being at least 130% of the conversion price then in effect for 30 consecutive trading days or the aggregate outstanding balance of bonds payable is less than 10% of the original issuance amount, TWM has the right to redeem the outstanding bonds payable at par value in cash during the period from one month after the issuance date to the date 40 days prior to the maturity date.

At the end of the third year from the bond issuance date, bondholders have the right to request TWM to redeem the convertible bonds at par value in cash.

The convertible bonds contain both liability and equity components. The equity component was presented in equity under the heading of capital surplus - option. The effective interest rate of the liability component was 0.9149% per annum on initial recognition. As of September 30, 2020, the amount of unamortized bond discount was $6,626 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 September 30, 2019

Liability component on January 1, 2020

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

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

(35,961)
9,552,605
230,058
(7,556,586)
$ 2,226,077
$ 914,522
5,831

(289,779)
$ 630,574

As of September 30, 2020, December 31, 2019 and September 30, 2019, the bondholders had requested to convert the bonds at face values of $9,362,800 thousand, $9,069,500 thousand and $7,729,800 thousand, respectively.

19. PROVISIONS

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

Provision

Payment/Reversal

Unwinding of discount


Balance, September 30, 2020

Balance, January 1, 2019

Provision

Payment/Reversal

Unwinding of discount


Balance, September 30, 2019
September 30,
2020
December 31,
2019
September 30,
2019
$ 1,168,720
$ 1,183,427
$ 1,187,488
370,205
324,693
310,225

22,981

40,111

53,176
$ 1,561,906
$ 1,548,231
$ 1,550,889
$ 60,335
$ 88,961
$ 102,327

1,501,571

1,459,270

1,448,562
$ 1,561,906
$ 1,548,231
$ 1,550,889
Restoration
Decom-
missioning
Warranties
Total


$ 1,183,427 $ 324,693 $ 40,111 $ 1,548,231
27,741
38,655
25,746
92,142
(45,245)
-
(42,876)
(88,121)

2,797

6,857

-

9,654
$ 1,168,720
$ 370,205
$ 22,981
$ 1,561,906
$ 1,184,823 $ 268,536 $ 67,929 $ 1,521,288
38,309
37,675
54,918
130,902
(38,810)
(1,714)
(69,671)
(110,195)

3,166

5,728

-

8,894
$ 1,187,488
$ 310,225
$ 53,176
$ 1,550,889
  • 30 -

20. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

Domestic firms of the Group adopted a pension plan under the Labor Pension Act (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 $82,388 thousand and $77,791 thousand for the three months ended September 30, 2020 and 2019, respectively, and $245,074 thousand and $232,076 thousand for the nine months ended September 30, 2020 and 2019, respectively.

b. Defined benefit plans

The Group recognized pension amounts of $1,577 thousand and $1,967 thousand for the three months ended September 30, 2020 and 2019, respectively, and $4,731 thousand and $5,904 thousand for the nine months ended September 30, 2020 and 2019, respectively, by using the actuarially determined pension cost rate.

21. EQUITY

a. Common stock

As of September 30, 2020, December 31, 2019, and September 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 $34,679,531 thousand, respectively, divided into 3,509,376 thousand shares, 3,495,944 thousand shares and 3,467,953 thousand shares, respectively, which were all common stocks, at a par value of $10 each.

As of September 30, 2020, December 31, 2019, and September 30, 2019, the bondholders of the 3rd domestic unsecured convertible bonds had requested to convert the bonds into 91,589 thousand, 88,522 thousand and 75,111 thousand common stocks, respectively. As of September 30, 2020, December 31, 2019, and September 30, 2019, TWM recognized 3,045 thousand,13,410 thousand and 27,991 thousand of common stocks, respectively, as capital collected in advance, totaling $30,450 thousand,$134,104 thousand and $279,910 thousand, respectively. TWM would complete the related corporate registrations after the issuance of new stocks on the record date in accordance with the regulations.

b. Capital surplus

September 30,
2020
Additional paid-in capital from convertible
corporate bonds
$ 13,102,020
Treasury stock transactions
5,159,704
Difference between consideration and
carrying amount arising from the disposal
of subsidiaries’ stock
85,965
Changes in equity of subsidiaries
501,215
Convertible bonds payable options
25,524
Changes in equity of associates accounted for
using equity method
28,063
Others

34,950

$ 18,937,441
December 31,
2019
September 30,
2019
$ 14,424,786 $ 13,190,698

5,159,704
5,159,704

85,965
85,965

501,215
501,215

37,273
90,936

30,801
48,147

34,950

33,968
$ 20,274,694
$ 19,110,633
  • 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.

d. Other equity interests

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

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

Exchange differences on translation

(6,989)
-
Changes in fair value of financial assets at
FVTOCI

-
(812,213)
Unrealized gain of equity instruments
transferred to retained earnings due to
disposal

-
(1,148,079)
Changes in other comprehensive income of
associates accounted for using equity
method

(115)
10,701
Other comprehensive income transferred to
retained earnings due to disposal of
investments accounted for using equity
method

-
(2,196)
Income tax effect

-

23,106


Balance, September 30, 2020
$ (41,609)
$ (1,455,271)


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

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

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

1,881
4,910
Income tax effect

-

55,229


Balance, September 30, 2019
$ (29,400)
$ 3,234
Total
$ 438,905
(6,989)

(812,213)
(1,148,079)
10,586

(2,196)

23,106
$ (1,496,880)
$ (95,381)
(6,883)
14,078
6,791

55,229
$ (26,166)

e. Treasury stock

As of September 30, 2020, December 31, 2019 and September 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 $67,499,405 thousand, $78,260,179 thousand and $78,260,179 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 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 Nine Months Ended
September 30
For the Nine Months Ended
September 30



2020
$ 6,158,984

-

6,158,984
762,202
(7,886)
157
18,572
(1,491)
(3,344)
(655,043)

$ 6,272,151
2019
$ 6,112,176

16,275
6,128,451
568,461

(6,841)
2,308
6,008

-

-

(693,361)
$ 6,005,026

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
September 30
2020
2019
$ 11,090,292 $ 11,988,429
18,374,079
17,005,817
1,516,789
1,485,483

261,817

346,186

$ 31,242,977
$ 30,825,915
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2020
$ 11,090,292
18,374,079
1,516,789

261,817

$ 31,242,977


2020
$ 33,522,595
55,681,851
4,523,868

708,981

$ 94,437,295
2019
$ 36,399,014
48,393,382
4,498,930

1,021,813
$ 90,313,139

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

September 30,
2020
December 31,
2019
September 30,
2019
Contract assets
Bundle sales
$ 7,777,257 $ 8,366,531 $ 8,490,267
Less: Allowance for
impairment loss

(66,031)

(71,032)

(72,068)

$ 7,711,226
$ 8,295,499
$ 8,418,199

Current
$ 4,610,329 $ 4,832,043 $ 4,911,308
Non-current

3,100,897

3,463,456

3,506,891

$ 7,711,226
$ 8,295,499
$ 8,418,199
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.

September 30,
2020
December 31,
2019
September 30,
2019
Contract liabilities
Telecommunications and
value-added services
$ 1,035,277 $ 1,125,265 $ 1,040,291
Sales of goods
36,578
42,417
24,344
Cable TV and broadband
services
666,547
672,667
695,596
Others

14,935

12,351

13,926

$ 1,753,337
$ 1,852,700
$ 1,774,157

Current
$ 1,701,749 $ 1,807,407 $ 1,726,286
Non-current

51,588

45,293

47,871

$ 1,753,337
$ 1,852,700
$ 1,774,157
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

September 30, December 31, September 30,
2020 2019 2019
Incremental costs of obtaining a
contract - non-current $ 1,780,975
$ 2,119,052
$ 2,243,280
  • 35 -

The Group considered the past experience and the default clauses in the sale contracts and believed the commission and the subsidy paid for obtaining a contract are wholly recoverable, therefore, such costs are capitalized. Amortization recognized for the three months ended September 30, 2020 and 2019 were $406,298 thousand and $593,316 thousand, respectively, and for the nine months ended September 30, 2020 and 2019 were $1,331,557 thousand and $1,950,516 thousand, respectively.

23. NON-OPERATING INCOME AND EXPENSES

a. Other income

Dividend income

Other income

For the Three Months Ended
September 30
2020
2019
$ 94,364
$ 110,773


3,388

19,387

$ 97,752
$ 130,160
For the Three Months Ended
September 30
2020
2019
$ 94,364
$ 110,773


3,388

19,387

$ 97,752
$ 130,160
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2020
$ 94,364


3,388

$ 97,752


2020
$ 102,762


13,293

$ 116,055
2019
$ 117,211

56,021
$ 173,232
  • 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
September 30
2020
2019
$ (16,315)
$ (16,768)

-
-
15,365
-
-
(580)
-
-
(6,909)
(10,094)


788

(733)

$ (7,071)
$ (28,175)
For the Three Months Ended
September 30
2020
2019
$ (16,315)
$ (16,768)

-
-
15,365
-
-
(580)
-
-
(6,909)
(10,094)


788

(733)

$ (7,071)
$ (28,175)
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2020
$ (16,315)

-
15,365
-
-
(6,909)


788

$ (7,071)



2020
$ (40,113)

8,800
73,859
(149)
-
(10,505)

375

$ 32,267
2019
$ (54,305)
-
-
3,390
1,819
(14,546)

(2,471)
$ (66,113)
  • 36 -

c. Finance costs

Interest expense
Bank loans

Corporate bonds
Lease liabilities
Others

Less: Capitalized interest


Capitalization rates
For the Three Months Ended
September 30
2020
2019
$ 41,660
$ 52,094

72,346
58,803
20,993
24,600

22,023

7,741

157,022
143,238

-

(1,318)

$ 157,022
$ 141,920

-
1.34%
For the Three Months Ended
September 30
2020
2019
$ 41,660
$ 52,094

72,346
58,803
20,993
24,600

22,023

7,741

157,022
143,238

-

(1,318)

$ 157,022
$ 141,920

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



2020
$ 41,660

72,346
20,993

22,023

157,022

-

$ 157,022

-



2020
$ 148,144

185,083
66,000

60,145

459,372

-

$ 459,372

-
2019
$ 135,795
196,773
73,408

31,368
437,344

(3,706)
$ 433,638
1.34%

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
September 30
2020
2019
$ 694,716 $ 812,556
(10,590)
1,959

-

-


684,126

814,515


59,623

26,223

$ 743,749
$ 840,738
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2020
$ 694,716
(10,590)

-


684,126


59,623

$ 743,749





2020
$ 2,181,878

(18,313)

-


2,163,565


158,530

$ 2,322,095
2019
$ 2,347,933

49,670

(17,079)

2,380,524

87,161
$ 2,467,685

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

Deferred income tax income
Unrealized gain on financial
assets at FVTOCI
For the Three Months Ended
September 30
2020
2019
$ 9,987
$ 2,470
For the Three Months Ended
September 30
2020
2019
$ 9,987
$ 2,470
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2020
$ 9,987
2020
$ 23,106
2019
$ 55,229
  • 37 -

c. Income tax examinations

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

Company
TWM
TCC
WMT
TNH
TFN
TT&T
TCCI
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
2018
2018
2018
2018
2018
2018
2018
2018
2017
2018
2018
2017
2017
2018
2017
2017
2017
2018
2018
2018
2018
2018

25. EARNINGS PER SHARE

Basic EPS
Profit attributable to owners of the parent

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

Diluted EPS
Profit attributable to owners of the parent
(adjusted for potential effect of common stock)
For the Three Months Ended
September 30, 2020
For the Three Months Ended
September 30, 2020
Amount After
Income Tax
Weighted-
average Number
of Shares
(In Thousands)
$ 2,818,867
2,812,725

-
2,961

1,658

7,610
$ 2,820,525

2,823,296
EPS
(NT$)
$ 1.01
$ 1.00
  • 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
September 30, 2019
For the Three Months Ended
September 30, 2019
Amount After
Income Tax
Weighted-
average Number
of Shares
(In Thousands)
$ 3,253,393
2,786,849

-
2,683

7,460

33,068
$ 3,260,853

2,822,600

For the Nine Months Ended
September 30, 2020
EPS
(NT$)
$ 1.17
$ 1.15
Amount After
Income Tax
Weighted-
average Number
of Shares
(In Thousands)
$ 9,181,100
2,811,327

-
3,712

5,831

9,008
$ 9,186,931

2,824,047

For the Nine Months Ended
September 30, 2019
EPS
(NT$)
$ 3.27
$ 3.25
Amount After
Income Tax
Weighted-
average Number
of Shares
(In Thousands)
$ 9,530,067
2,754,546

-
3,144

42,480

65,371
$ 9,572,547

2,823,061
EPS
(NT$)
$ 3.46
$ 3.39

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 Nine Months Ended September 30, 2020

Opening
Balance
Cash Flows

Lease liabilities (including
current and non-current
portions)
$ 9,650,389
$ (3,005,624)

For the Nine Months Ended September 30, 2019
Opening
Balance
Cash Flows

Lease liabilities (including
current and non-current
portions)
$ 9,980,846
$ (2,897,338)
Opening
Balance
Cash Flows

Lease liabilities (including
current and non-current
portions)
$ 9,650,389
$ (3,005,624)

For the Nine Months Ended September 30, 2019
Opening
Balance
Cash Flows

Lease liabilities (including
current and non-current
portions)
$ 9,980,846
$ (2,897,338)
Non-cash Changes
New Leases
Others
$ 2,598,741
$ (258,296)

Non-cash Changes
New Leases
Others
$ 2,924,220
$ (108,653)
Closing
Balance
$ 8,985,210

Closing
Balance
$ 9,899,075


Lease liabilities (including
current and non-current
portions)

Opening
Balance
$ 9,980,846
New Leases
$ 2,924,220

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
September 30,
2020
Financial assets
Financial assets at FVTPL (including current
and non-current portions)
$ -
Financial assets at FVTOCI (including
current and non-current portions)
3,558,808
Financial assets measured at amortized cost
(including current and non-current
portions) (Note 1)

21,266,331

Total
$ 24,825,139

Financial liabilities
Financial liabilities measured at amortized
cost (including current and non-current
portions) (Note 2)
$ 93,581,134
December 31,
2019
September 30,
2019
$ 149 $ 2,500

5,492,381
5,036,017

20,722,936

24,646,538
$ 26,215,466
$ 29,685,055
$ 61,453,923
$ 69,833,028
  • 40 -

  • Note 1: The balances comprise cash and cash equivalents, notes and accounts receivable, other receivables, other financial assets and refundable deposits, which were financial assets measured at amortized cost.

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

  • b. Fair value of financial instruments

  • 1) Financial instruments not at fair value

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

Financial liabilities
Bonds payable
(including current
portion)
September 30, 2020
Carrying
Amount
Fair Value
$35,602,395$35,811,727
December 31, 2019
Carrying
Amount
Fair Value
$ 15,903,436 $ 16,077,220
September 30, 2019
Carrying
Amount
Fair Value
$ 21,714,289 $ 22,082,667

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).

September 30, 2020


Financial assets at FVTPL
Equity instruments
Limited partnerships
Level 1
$ -
Level 2
$ -
Level 3
$ -
Total
$ -

(Continued)

  • 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


September 30, 2019

Financial assets at FVTPL
Equity instruments
Limited partnerships

Level 1
$ 2,530,167
-
-

-

$ 2,530,167

Level 1
$ -

$ 4,819,602
-
-

-

$ 4,819,602

Level 1
$ -
Level 2
$ -

-

-

3,609

$ 3,609

Level 2
$ -

$ -

-

-

7,407

$ 7,407

Level 2
$ -
Level 3
$ -

651,898

342,335

30,799

$ 1,025,032

Level 3
$ 149

$ -

173,515

462,068

29,789

$ 665,372

Level 3
$ 2,500
Total
$ 2,530,167

651,898

342,335

34,408
$ 3,558,808
(Concluded)
Total
$ 149
$ 4,819,602

173,515

462,068

37,196
$ 5,492,381
Total
$ 2,500
(Continued)
  • 42 -

Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Limited partnerships
Foreign unlisted stocks


Financial liabilities at
FVTPL
Level 1
$ 4,319,736
-
-

-

$ 4,319,736

$ -
Level 2
$ -

-

-

7,774

$ 7,774

$ -
Level 3
$ -

177,585

500,880

30,042

$ 708,507

$ -
Total
$ 4,319,736

177,585

500,880

37,816
$ 5,036,017
$ -
(Concluded)

There was no transfer between the fair value measurements of Levels 1 and 2 for the nine months ended September 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 September 30, 2020, December 31, 2019 and September 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 September 30, 2020, December 31, 2019 and September 30, 2019, respectively.

  • 43 -

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

For the Nine Months Ended September 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) -
(140,340)
Balance at September 30, 2020 $
-
$1,025,032
For the Nine Months Ended September 30, 2019
Financial Assets Financial Assets
at FVTPL - at FVTOCI -
Equity Equity
Instruments Instruments
Balance at January 1, 2019 $
-
$ 984,950
Additions 2,500 -
Recognized in other comprehensive income (unrealized loss
on financial assets at FVTOCI) -
(276,443)
Balance at September 30, 2019 $
2,500
$ 708,507
  • 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.

  • 44 -

b) Risk management policies

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

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

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

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

  • c) Monitoring mechanism

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

3) Credit risk

Credit risk refers to the risk that a counterparty would default on its contractual obligations resulting in financial loss. The maximum credit exposure of the aforementioned financial instruments is equal to their carrying amounts recognized in consolidated balance 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 September 30, 2020, December 31, 2019 and September 30, 2019, the Group had unused bank facilities of $60,625,319 thousand, $56,641,022 thousand and $52,491,122 thousand, respectively.

  • 45 -

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.

September 30, 2020
Unsecured loans

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


December 31, 2019
Unsecured loans

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


September 30, 2019
Unsecured loans

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

Contractual
Cash Flows
Within 1 Year
$ 17,130,303 $ 17,130,303
2,852,113
348,904
17,300,000
17,300,000
37,221,840
274,880

9,116,734

3,525,365

$ 83,620,990
$ 38,579,452

$ 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

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

10,073,738

3,608,086

$ 58,806,137
$ 25,605,990
1-5 Years
$ -

2,503,209

-

21,634,960

5,537,113

$ 29,675,282

$ 6,013,788

2,767,413

-

7,443,140

6,173,611

$ 22,397,952

$ 6,029,825

999,562

-

8,782,840

6,385,303

$ 22,197,530
More Than 5
Years
$ -

-

-

15,312,000

54,256
$ 15,366,256
$ -

-

-

9,090,000

35,138
$ 9,125,138
$ -

1,832,268

-

9,090,000

80,349
$ 11,002,617

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.

  • 46 -

a) Exchange rate risk

The Group mainly operates in Taiwan, except for international roaming services. Most of the operating revenues and expenses are measured in NTD. A small portion of the expenses is paid in USD, EUR, etc.; thus, the Group purchases currency at the spot rate based on the conservative principle in order to hedge exchange rate risk.

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

Foreign currency assets
Monetary items
USD

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

EUR
RMB
Non-monetary items
USD
RMB
HKD
THB
September 30, 2020
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 57,799
$ 29.12
$ 1,682,984
981
34
33,340
28,028
4.266
119,566
12,814
29.12
373,134
135,274
4.266
577,080
961
3.757
3,609
164,873
0.924
152,376
12,920
29.12
376,090
71
34
2,418
6,245
3.757
23,464
32,378
0.276
8,930
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
(Continued)
  • 47 -
Foreign currency liabilities
Monetary items
USD

EUR
HKD
JPY
Foreign currency assets
Monetary items
USD

EUR
RMB
Non-monetary items
USD
RMB
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
HKD
JPY
December 31, 2019
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 15,795
30.02
$ 474,108
97
33.62
3,251
9,326
3.855
35,950
38,710
0.275
10,645
(Concluded)
September 30, 2019
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 53,841
31.02
$ 1,670,089
1,152
33.87
39,004
28,133
4.356
122,549
17,115
31.02
530,922
163,227
4.356
711,017
1,965
3.956
7,774
121,892
1.021
124,391
20,075
31.02
622,697
185
33.87
6,279
9,809
3.956
38,805
39,580
0.288
11,389

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 nine months ended September 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 $71,249 thousand and $57,624 thousand for the nine months ended September 30, 2020 and 2019, respectively.

  • 48 -

b) Interest rate risk

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

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

September 30, September 30, December 31, December 31, September 30, September 30,
2020 2019 2019
Fair value interest rate risk
Financial assets $ 6,373,896 $ 5,763,639 $ 5,565,428
Financial liabilities 77,946,576 41,837,415 45,657,287
Cash flow interest rate risk
Financial assets 4,986,376 3,697,273 8,054,962
Financial liabilities 3,086,862 9,859,372 9,540,209

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 increased by $7,123 thousand and decreased by $5,570 thousand for the nine months ended September 30, 2020 and 2019, respectively.

c) Other market price risk

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

Sensitivity analysis

If the prices of equity instruments had decreased by 5% (with other factors remaining constant and with the analyses of the two periods on the same basis), profit would have decreased by $125 thousand since the fair value of financial assets at FVTPL decreased for the nine months ended September 30, 2019, and other comprehensive income would have decreased by $177,940 thousand and $251,801 thousand since the fair value of financial assets at FVTOCI decreased for the nine months ended September 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) Beijing Global Zhiqun Trading 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. (Fubon Life) Other related party Fubon Insurance Co., Ltd. (Fubon Ins.) Other related party Fubon Securities Investment Trust Co., Ltd. (FSIT) 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. (Ming Dong) 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
Chen Yun Co., Ltd.
Xi Guo Co., Ltd.
Cho Pharma Inc.
Mitchiller Media Co., Ltd.
Taiwan Mobile Foundation (TMF)
Taipei New Horizon Foundation (TNHF)
Fubon Cultural & Educational Foundation
Fubon Charity Foundation
Fubon Art Foundation
Taipei Fubon Bank Charity Foundation
Taipei New Horizon Management Agency
Key management
Nature of Relationship
Other related party
Other related party
Other related party
Other related party (not a related party
since August 2019)
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Chairman, director, president, manager,
etc.
(Concluded)

c. Significant transactions with related parties

  • 1) Operating revenue
Associates

Other related parties

For the Three Months Ended
September 30
2020
2019
$ 11,854
$ 15,183


245,257

241,688

$ 257,111
$ 256,871
For the Three Months Ended
September 30
2020
2019
$ 11,854
$ 15,183


245,257

241,688

$ 257,111
$ 256,871
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2020
$ 11,854


245,257

$ 257,111


2020
$ 41,443


658,647

$ 700,090
2019
$ 60,232

650,725
$ 710,957

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

2) Purchases

Associates

Other related parties

For the Three Months Ended
September 30
2020
2019
$ 207,564
$ 191,478


87,302

90,413

$ 294,866
$ 281,891
For the Three Months Ended
September 30
2020
2019
$ 207,564
$ 191,478


87,302

90,413

$ 294,866
$ 281,891
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2020
$ 207,564


87,302

$ 294,866


2020
$ 595,819


214,835

$ 810,654
2019
$ 381,980

296,077
$ 678,057

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

Related Party September 30, September 30, December 31, December 31, September 30, September 30,
Account Categories 2020 2019 2019
Accounts receivable Associates $ 12,147
$ 4,729
$ 11,889
Accounts receivable Other related parties 156,518
141,457
143,983
$ 168,665
$ 146,186
$ 155,872
Other receivables Associates $ 54,821
$ 63,988
$ 109,435
Other receivables Other related parties 135,826
65,285
110,254
$ 190,647
$ 129,273
$ 219,689

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

Related Party September 30, September 30,
December 31,

December 31,
September 30, September 30,
Account Categories 2020 2019 2019
Accounts payable Associates $
86,157
$ 101,077 $ 111,406
Accounts payable Other related parties 52,444 34,085 68,720
$ 138,601 $ 135,162 $ 180,126
Other payables Other related parties $
11,134
$ 13,723 $
12,701
Prepayments
September 30, December 31, September 30,
2020 2019 2019
Other related parties $ 31,719
$ 15,803
$ 29,386

5) Prepayments

  • 6) Bank deposits, time deposits and other financial assets (including current and non-current portions)
September 30, December 31, September 30,
2020 2019 2019
Other related parties
TFCB $ 1,586,147
$ 2,102,334
$ 7,150,605
Others
24,837

18,736

16,864
$ 1,610,984
$ 2,121,070
$ 7,167,469
  • 52 -

7) Cash equivalents

For the Nine Months Ended September 30, 2019

8)
9)
Related Party
Target Disposed
Original
Purchase Price
Proceeds
Interest
Income
TFCB
Government bonds
with repurchase
rights
$ 146,013
$ 146,034
$ 21
Acquisition of investments accounted for using equity method
For the Nine Months Ended September 30, 2020
Related Party
Target
Shares (In
Thousands)
Purchase Price
AppWorks Fund III
AppWorks Fund III
33,000
$ 330,000
For the Nine Months Ended September 30, 2019
Related Party
Target
Shares (In
Thousands)
Purchase Price
Jamie Lin, President of
TWM
AppWorks
387
$ 62,000
Financial assets at FVTPL - current
For the Nine Months Ended September 30, 2019
Related Party
Target
Purchase Price
Proceeds of
Disposal
FSIT
Fund
$ 100,000
$ 84,864

8) Acquisition of investments accounted for using equity method

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

10) Others

September 30, September 30, December 31, December 31, September 30, September 30,
2020 2019 2019
Guarantee deposits
Other related parties $ 60,040
$ 54,256
$ 54,117
Other current liabilities - receipts under
custody
Other related parties $ 127,749
$ 123,993
$ 105,472
  • 53 -
Operating expenses
Other related parties
TMF

TNHF
TFCB
Others


Other income
Other related parties
TFCB

Others

For the Three Months Ended
September 30
2020
2019
$ 4,800
$ 4,800

-
-
47,217
65,293

32,325

42,966

$ 84,342
$ 113,059

$ 16,219
$ -


642

15,308

$ 16,861
$ 15,308
For the Three Months Ended
September 30
2020
2019
$ 4,800
$ 4,800

-
-
47,217
65,293

32,325

42,966

$ 84,342
$ 113,059

$ 16,219
$ -


642

15,308

$ 16,861
$ 15,308
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30





2020
$ 4,800

-
47,217

32,325

$ 84,342

$ 16,219


642

$ 16,861





2020
$ 15,650

5,000
142,455

126,973

$ 290,078

$ 47,427


642

$ 48,069
2019
$ 13,100
5,000
193,508

130,518
$ 342,126
$ -

15,308
$ 15,308

11) Lease arrangements

Acquisition of right-of-use assets


Other related parties

Lease liabilities (including current and non-current portions)
September 30,
2020

Other related parties
$ 454,981
For the Nine Months Ended
September 30
2020
2019

$ 10,045
$ 89,995
December 31,
2019
September 30,
2019

$ 611,736
$ 662,477

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

d. Key management compensation

The amounts of remuneration of directors and key executives were as follows:

Short-term employee benefits
Termination and
post-employment benefits

For the Three Months Ended
September 30
2020
2019
$ 75,740
$ 59,426


957

889

$ 76,697
$ 60,315
For the Three Months Ended
September 30
2020
2019
$ 75,740
$ 59,426


957

889

$ 76,697
$ 60,315
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2020
$ 75,740


957

$ 76,697


2020
$ 220,374


6,792

$ 227,166
2019
$ 202,036

17,591
$ 219,627
  • 54 -

30. ASSETS PLEDGED

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

September 30, September 30, December 31, December 31, September 30, September 30,
2020 2019 2019
Other current financial assets $ 162,453
$ 165,201
$ 168,863
Services concessions 6,836,014 6,970,053 7,014,733
Other non-current financial assets 307,067
271,653
208,224
$ 7,305,534
$ 7,406,907
$ 7,391,820

31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. Unrecognized commitments
September 30, December 31, September 30,
2020 2019 2019
Purchases of property, plant and equipment$ 13,739,178
$ 3,670,907
$ 3,979,264
Purchases of cellular phones $ 2,987,843
$ 2,268,710
$ 3,749,548

As of September 30, 2020, December 31, 2019 and September 30, 2019, the amounts of lease commitments commencing after the balance sheet date were $686,143 thousand, $648,683 thousand and $418,455 thousand, respectively.

  • b. As of September 30, 2020, December 31, 2019 and September 30, 2019, the amounts of endorsements and guarantees provided to entities in the Group 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 $487,581 thousand and $17,836 thousand, respectively, as of September 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 September 30, 2020, the cable television companies had provided $74,386 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 $97,098 thousand and $37,832 thousand, respectively, as of September 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.

  • 55 -

2) Development concession:

The total initial amount of concession was $1,238,095 thousand (tax excluded). According to the supplemental agreement signed in November 2014, the concession will be paid with additional business tax from the signing date of the supplemental agreement; thus, the concession will be increased by $48,750 thousand. The rest of the concession will be paid over 14 years from fiscal year 2015. As of September 30, 2020, $736,937 thousand (tax included) of the concession had been paid.

3) Performance guarantee:

As of September 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.

  • 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. In May 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. Under the first retrial of the High Court, TWM filed a counterclaim requesting that FET pay $14,482 thousand, as well as a 5% annual interest payment, for the period starting from the date following the service of the counterclaim until the

  • 56 -

settlement date. In August 2020, the judgment dismissed by the High Court first retrial were as follows: regarding the portion of the High Court’s original judgment on dismissing FET’s claim stated below, in which the corresponding portion of FET’s claimed provisional execution and litigation expenses (except the part of final and binding judgement) were rejected. For the dismissed portion stated in the above, TWM shall pay FET $242,154 thousand as well as, a 5% annual interest payment, for the period starting from September 30, 2016 to the payment date, on $142,685 thousand of the above amount; and a 5% annual interest payment, for the period starting from July 21, 2017 to the payment date, on $99,469 thousand of the above amount. The rest of FET’s appeals were rejected. TWM's counterclaim and the motion of provisional execution were rejected. FET shall bear 75% of the litigation expenses in the first and the second trial (except for the part of the final and binding judgement) as well as the third trial prior to the remand; and TWM shall bear the rest. TWM shall bear the litigation expenses of the counterclaim. Regarding the portion of the judgment regarding TWM's payment, FET may file a provisional execution with a collateral of $80,720 thousand; and TWM may provide a counter-security of $242,154 thousand to be exempted from the above provisional execution. TWM and FET appealed the sentence respectively. The case is now in the process of the Supreme 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 September 30 For the Three Months Ended September 30
2020
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 623,427 $ 1,225,799 $ 1,849,226

53,458
105,939
159,397
28,312
55,654
83,966
29,869
68,104
97,973
2,482,104
250,741 2,732,845
1,141,437
484,749 1,626,186
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 555,454 $ 1,151,468 $ 1,706,922

46,770
102,802
149,572

25,565
52,407
77,972

26,477
67,233
93,710
2,918,046
248,733 3,166,779

759,607
691,012 1,450,619
Employee benefits
Salary

Insurance expenses
Pension
Others
Depreciation

Amortization
**For the Nine Months ** Ended September 30
2020
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 1,856,407 $ 3,705,392 $ 5,561,799

159,035
316,855
475,890
83,741
164,625
248,366
88,173
194,526
282,699
7,450,514
755,917 8,206,431
2,683,495 1,592,741 4,276,236
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 1,664,039 $ 3,486,314 $ 5,150,353

139,846
308,537
448,383

75,593
156,901
232,494

77,589
194,625
272,214
8,971,625
751,970 9,723,595
2,276,598 2,256,410 4,533,008

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 $87,896 thousand, $102,984 thousand, $285,986 thousand and $300,488 thousand, and remuneration to directors were $8,790 thousand, $10,299 thousand, $28,599 thousand and $30,049 thousand, which were calculated by applying the rates to the aforementioned profit before income tax, for the three months and the nine months ended September 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.

  • 57 -

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.

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

  • 58 -

  • 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)

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.

For the Three Months Adjustments
Ended September 30, Telecommuni- Cable and
2020 cations Retail Television Others Eliminations Total
Operating revenues
$ 14,435,094
$ 15,582,993
$ 1,561,796 $
150,212 $ (487,118) $ 31,242,977
Operating costs 9,099,486 14,155,437
805,759
82,564
(419,049)
23,724,197
Operating expenses 2,720,314
994,315

203,642
12,860
(131,510)
3,799,621
Net other income and 123,599
expenses 111,682
24,457

(1,098)
1,111
(12,553)
Profit 2,726,976
457,698

551,297
55,899
50,888
3,842,758
EBITDA (Note) 6,253,215
659,967

728,845
104,253
49,211
7,795,491
For the Three Months Adjustments
Ended September 30, Telecommuni- Cable and
2019 cations Retail Television Others Eliminations Total
Operating revenues
$ 17,176,506
$ 12,371,510
$ 1,523,292 $
149,653 $ (395,046) $ 30,825,915
Operating costs 10,978,647 11,181,313
792,395
86,671
(347,128)
22,691,898
Operating expenses 2,972,035
863,109

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

9,241
-
(11,074)

114,973
Profit 3,338,016
331,702

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

776,649
103,353
(1,858)
8,300,495
  • 59 -
For the Nine Months Adjustments
Ended September 30, Telecommuni- Cable and
2020 cations Retail Television Others Eliminations Total
Operating revenues
$ 44,411,377
$ 46,522,804
$ 4,646,217 $
421,787 $ (1,564,890) $ 94,437,295
Operating costs 27,247,672 42,172,241 2,376,847 244,386 (1,326,511) 70,714,635
Operating expenses 8,331,400 2,941,516
592,496
41,618
(389,535)
11,517,495
Net other income and
expenses 220,044
71,558

(3,073)
1,111
(37,370)

252,270
Profit 9,052,349 1,480,605 1,673,801 136,894
113,786
12,457,435
EBITDA (Note) 18,937,891 2,070,726 2,210,596 281,750
107,582
23,608,545
For the Nine Months Adjustments
Ended September 30, Telecommuni- Cable and
2019 cations Retail Television Others Eliminations Total
Operating revenues
$ 50,120,766
$ 35,922,568
$ 4,611,644 $
444,774 $ (786,613) $ 90,313,139
Operating costs 31,430,202 32,364,100 2,464,430 259,508
(654,533)
65,863,707
Operating expenses 9,107,007 2,438,704
574,393
42,773
(169,142)
11,993,735
Net other income and
expenses 377,258
16,952

11,077
2,710
(33,217)

374,780
Profit 9,960,815 1,136,716 1,583,898 145,203
3,845
12,830,477
EBITDA (Note) 20,862,888 1,622,706 2,370,420 304,215
(23,665)
25,136,564

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

Geographical information

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

Consolidated geographic information for revenues was as follows:

Taiwan, ROC

Overseas

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


2020
$ 92,613,487

1,823,808

$ 94,437,295
2019
$ 87,764,871

2,548,268
$ 90,313,139
  • 60 -

TABLE 1

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

FINANCING EXTENDED TO OTHER PARTIES FOR THE NINE MONTHS ENDED SEPTEMBER 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
$ 346,000

341,000
0.86889%-1.09422%
1.17033%-1.39400%
Short-term financing
Short-term financing
$ -

-
Operation requirements
Operation requirements
$ -
-
-
-
$ -
-
$ 31,956,085

31,956,085
$ 31,956,085

31,956,085
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

2,461,000

-

1,200,000

735,000
0.86889%-1.09422%
-
0.87033%-1.09422%
0.86878%-1.09433%
Short-term financing
Short-term financing
Short-term financing
Short-term financing

-

-

-

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

8,266,852

8,266,852

8,266,852

8,266,852

8,266,852

8,266,852

8,266,852

8,266,852
Note 2
Note 2
Note 2
Note 2
3 TFN TWM
TCC
Other receivables
Other receivables
Yes
Yes
11,000,000
700,000

11,000,000

700,000

7,323,000

341,000
0.86900%-1.09422%
0.87033%-1.09400%
Short-term financing
Short-term financing

-

-
Operation requirements
Operation requirements
-
-
-
-
-
-

20,871,881

20,871,881

20,871,881

20,871,881
Note 2
Note 2
4 YJCTV TFNM Other receivables Yes 100,000
50,000

50,000
1.09378% Transactions 461,043 - - - -
461,043

461,043
Notes 3 and 4
5 PCTV TFNM Other receivables Yes 520,000
520,000

520,000
1.09378% Transactions 537,938 - - - -
537,938

537,938
Notes 3 and 4
6 GCTV TFNM Other receivables Yes 250,000
250,000

250,000
1.09378% Short-term financing
-
Repayment of financing
-
- -
282,184

282,184
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 NINE MONTHS ENDED SEPTEMBER 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
$ 8,391,500
50,000
$ -
-
33.94
0.08
$ 63,347,218
63,347,218
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) SEPTEMBER 30, 2020

(In Thousands of New Taiwan Dollars)

Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account September 30, 2020 September 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
THSR
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
-
43,427
200,497
10,000
410,665
87,590
0.2
0.0335
$ 232,566
923,124
30,799
463,729
276,902
65,433
96,504
-
1,374,477
19,367,987
38,409
39,670,267
8,461,151
-
-
0.028
2.55
10
5
21.67
21.67
5.21
7.14
0.77
5.71
6.67
11.69
2.49
0.33
0.056
$ 232,566
923,124
30,799
463,729
276,902
65,433
96,504
-
1,374,477
19,367,987
38,409
39,670,267
8,461,151
-
-


Note 1
Note 1
Note 1




(Continued)

  • 63 -
Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account September 30, 2020 September 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
$ 3,609
53,256
2.04
7.73
$ 3,609
53,256

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 NINE MONTHS ENDED SEPTEMBER 30, 2020

(In Thousands of New Taiwan Dollars)

Company Name Type and Name of
Marketable
Securities
Financial Statement
Account
Counter-party Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Ending Balance
Units/Shares
(In Thousands)
Amount Units/Shares
(In Thousands)
Amount Units/Shares
(In Thousands)
Amount Carrying
Amount
Gain (Loss) on
Disposal
Units/Shares
(In Thousands)
Amount
(Note 2)
TWM
TVC
TWM
TFN
TVC
AppWorks Fund III
LINE Bank Taiwan
Limited
THSR
Investments accounted
for using equity
method
Investments accounted
for using equity
method
Non-current financial
assets at FVTOCI
Current financial
assets at FVTOCI

-

-
-
-
Subsidiary
Associate
-
-
500
-
-
90,212
$ 4,907
-
100,000
(Note 1)
3,464,156
160,000
33,000
50,000
-
$ 1,600,000
330,000
400,000
-
-
-
-
46,785
$ -
-
-
1,621,105
$ -

-

-

473,212
$ -

-

-

1,147,893
160,500
33,000
50,000
43,427
$ 1,592,943
318,723
463,729
1,374,477

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

Note 2: The ending balance includes share of profit/loss of associates accounted for using equity method and 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 NINE MONTHS ENDED SEPTEMBER 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 NINE MONTHS ENDED SEPTEMBER 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
TFN
TT&T
TPIA
TFNM
MCTV
momo
TFN
TPIA
TKT
momo
TFNM
Fubon Life
TWM
Fubon Ins.
YJCTV
PCTV
UCTV
GCTV
Dai-Ka Ltd.
TPE
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Fellow subsidiary
Other related party
Ultimate parent
Other related party
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Other related party
Associate
Sale
Purchase
Sale
Purchase
Sale
Purchase
Sale
Sale
Sale
Sale
Channel leasing fee
Channel leasing fee
Channel leasing fee
Channel leasing fee
Royalty for copyright
Purchase
$ 171,254
3,216,274
111,424
186,976
1,144,942
186,270
116,251
103,208
757,629
176,369
317,355
372,293
163,394
141,470
118,370
589,946
-
12
-
1
3
1
2
2
90
90
13
15
7
6
52
1
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
-
-
-
-
-
-
-
-
-
-
Note 1
Note 1
Note 1
Note 1
Note 1
-
-
-
-
-
-
-
-
-
-
-
Note 1
Note 1
Note 1
Note 1
Note 1
-
$ 25,643
(425,491 )
58,493
(73,910 )
124,247
(15,785 )
24,202
16,466
84,275
71,687
-
-
-
-
(65,761 )
(86,157 )
-
(Note 2)
1
5
2
1
2
2
90
88
-
-
-
-
92
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 SEPTEMBER 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
PCTV
GCTV
momo
momo
TWM
TFC
TWM
TFNM
WTVB
TWM
TCC
TFNM
TFNM
TFCB
Subsidiary
Parent
Subsidiary
Parent
Subsidiary
Subsidiary
Ultimate parent
Parent
Parent
Parent
Other related party
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
Other receivables
$ 124,247
346,526
342,015
2,469,755
1,203,144
737,215
436,191
7,391,651
341,787
5,577
521,470
2,404
250,693
113,346
9.84
10.43
5.83
5.81
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 120,678
-
342,015
8,743
131,433
1,755
378,322
25,813
341,787
1,776
520,036
722
250,002
113,346
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
  • 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 NINE MONTHS ENDED SEPTEMBER 30, 2020

(In Thousands of New Taiwan Dollars)

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of September 30, 2020 as of September 30, 2020 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
September 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
1,605,000
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
330,000
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

160,500

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

33,000

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
20.11
100
100
100
100
29.53
100
99.22
92.38
32.5
15
$ 19,487,495
20,667,196
1,592,943
1,853,622
256,495
8,596
52,180,665
97,811
225,027
26,503,542
100,195
64,997
193,605
6,461,230
17,028
97,675
285,765
9,389,952
318,723
34,476,814
7,358,734
252,546
1,713,338
629,279
3,432,032
2,025,554
1,274,230
121,375
25,631
$ 2,359,097

1,846,766

(5,884)

64,622

65,186

17,529

2,184,662

38,341

(2,043)

3,459

5,802

54,997

(3,805)

1,299,403

125

2,952

22,478

1,331,654

(73,107)

(123)

(83)

7,224

(56,768)

37,432

129,083

31,887

45,393

(55,726)

4,024
$ 2,359,474

1,846,839

(5,884)

33,178

32,599

2,524

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-
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 September 30, 2020 as of September 30, 2020 Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
September 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
MFS
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
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
Wholesaling
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
100,000
295,860
154,268
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

-
111,597

1,132,789

1,132,789

670,448

1,300

3,825

9,735

21,778

500

500

3,000

8,500

25,000

10,000

14,793

153,031
Note 6

11,594

11,594

16,600
0.76
6.83
81.99
100
100
100
100
85
100
100
15.5
20
Note 6
100
100
100
$ 15,572
96,198
34,196
647,431
7,644
8,344
44,986
58,134
249,618
100,346
387,984
152,376
Note 6
37,383
37,383
647,431
$ 31,887

45,393

(7,689)

26,256

(1,147)

(912)

4,819

(5,715)

(382)

346

156,868

39,198
Note 6

(7,598)

(7,598)

26,256
$ -

-

-

-

-

-

-

-

-

-

-

-
-

-

-

-
Note 2
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 September 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 NINE MONTHS ENDED SEPTEMBER 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
TFNM
TFN
TT&T
TDS
TFN
TNH
TFN
momo
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Notes and accounts receivable, net
Notes and accounts receivable, net
Notes and accounts receivable, net
Other receivables
Other non-current assets
Short-term borrowings
Short-term borrowings
Short-term borrowings
Notes and accounts payable
Notes and accounts payable
Notes and accounts payable
Notes and accounts payable
Other payables
Other payables
Other payables
Lease liabilities - current
Lease liabilities - current
Other current liabilities
Other current liabilities
$ 26,208
58,493
124,247
36,333
18,211
7,323,000
2,461,000
346,000
67,714
73,910
15,785
11,670
405,462
84,275
18,052
21,876
104,907
26,188
19,999
The terms of transaction are determined 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
$ 30,740
281,814
29,433
15,789
171,254
19,550
111,424
1,144,942
3,216,274
186,976
50,027
186,270
30,420
23,042
757,629
31,945
57,561
21,195
The terms of transaction are determined 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
342,015
341,000
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
1,203,144
737,215
The terms of transaction are determined 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
$ 16,018
24,202
69,761
116,251
37,206
82,017
The terms of transaction are determined 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
FGE
Bebe Poshe
FSL
TFNM
1
1
1
1
3
Notes and accounts payable
Operating revenues
Operating costs
Operating costs
Operating costs
36,380
19,919
31,385
83,172
36,950
The terms of transaction are determined 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
1
1
1
1
1
1
1
1
3
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Short-term borrowings
Short-term borrowings
Short-term borrowings
Notes and accounts payable
56,570
36,743
28,551
20,232
17,155
520,000
50,000
250,000
64,003
The terms of transaction are determined 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 PCTV
YJCTV
UCTV
GCTV
MCTV
PCTV
YJCTV
UCTV
GCTV
WTVB
1
1
1
1
1
1
1
1
1
3
Operating revenues
Operating revenues
Operating revenues
Operating revenues
Operating revenues
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
$ 403,673
345,537
163,394
154,044
13,584
26,408
23,760
17,215
11,067
64,003
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
The terms of transaction are determined in accordance
with mutual agreements or general business practices
-
-
-
-
-
-
-
-
-
-

Note 1: 1. Parent to subsidiary.

  1. Subsidiary to parent.

  2. Between subsidiaries.

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

(Concluded)

  • 74 -

TABLE 10

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INVESTMENTS IN MAINLAND CHINA FOR THE NINE MONTHS ENDED SEPTEMBER 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
September 30,
2020
Net Income
(Loss) of
Investee
%
Ownership
through Direct
or Indirect
Investment
Investment
Income (Loss)
Carrying
Value as of
September 30,
2020
Accumulated
Inward
Remittance of
Earnings as of
September 30,
2020
Note
Outflow Inflow
TWMC
FGE
Haobo
GHS
Mobile application
development and design
Wholesaling
Investment
Wholesaling
$ 87,360
(USD
3,000)
330,613
(RMB 77,500)
46,926
(RMB 11,000)
213,299
(RMB 50,000)
b
b
b
b
$ 141,870
(USD
4,872)
788,491
(USD 14,000)
(RMB 89,267)
-
-
$ -
-

-

-
$ -

-

-

-
$ 141,870
(USD
4,872)

788,491
(USD 14,000)
(RMB 89,267)

-

-
$ 1,024
(7,826)

26,233

156,407
100
76.7
100
20
$ 1,024
(6,003)
26,233
26,129
$ 77,739

23,997

620,253

577,080

-

-

-

-
Company Accumulated Investment in
Mainland China as of
September 30, 2020
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
Authorized by Investment
Commission, MOEA
(Note 2)
TWM and subsidiaries $1,563,562
(US$18,872, RMB89,267 and
HK$168,539)
$1,563,562
(US$18,872, RMB89,267 and
HK$168,539)
$41,771,621

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 SEPTEMBER 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
410,665,284
319,492,000
212,284,900
200,496,761
184,736,452
11.69
9.10
6.04
5.71
5.26

Note: The table discloses the information of major 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 number of 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 -