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TWM Interim / Quarterly Report 2021

Nov 5, 2021

52277_rns_2021-11-05_300e7dcd-0355-4ab2-b0fd-f9fb74fff931.pdf

Interim / Quarterly Report

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Taiwan Mobile Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Nine Months Ended September 30, 2021 and 2020 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, 2021 and 2020, the consolidated statements of comprehensive income for the three months and the nine months ended September 30, 2021 and 2020, 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 Financial Supervisory Commission of Taiwan, the Republic of China. Our responsibility is to express a conclusion on the accompanying consolidated financial statements based on our reviews.

Scope of Review

We conducted our reviews in accordance with the Statement of Auditing Standards No. 65 “Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our reviews, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of September 30, 2021 and 2020, and of its consolidated financial performance for the three months ended September 30, 2021 and 2020, 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 Financial Supervisory Commission of Taiwan, 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 4, 2021

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 accepted and 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 other
comprehensive income (Note 7)
Contract assets (Note 22)
Notes and accounts receivable, net (Note 8)
Notes and accounts receivable due from related
parties (Note 29)
Other receivables (Note 29)
Inventories (Note 9)
Prepayments (Note 29)
Non-current 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 (Notes 12 and 29)
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 and 30)
Other non-current assets (Notes 16 and 29)

Total non-current assets
September 30, 2021
(Reviewed)
December 31, 2020
(Audited)
September 30, 2020
(Reviewed)





Amount
%
$ 12,665,369
7
259,353
-
4,421,801
2
7,153,102
4
383,945
-
1,937,216
1
6,274,532
3
760,761
1
-
-
663,538
-

128,481

-


34,648,098

18

36,557
-
3,534,785
2
5,003,549
3
1,720,813
1
43,679,063
23
9,152,625
5
2,612,460
1
61,572,250
33
15,819,108
8
5,040,336
3
720,398
1

1,766,592
1
356,141
-

1,839,566

1

152,854,243

82


























Amount
%
$ 10,777,791
6

245,446
-

4,617,051
3

7,638,043
4

186,903
-

1,348,704
1

5,766,264
3

652,375
-

23,005
-

677,891
-

159,321

-


32,092,794

17


-
-

2,289,746
1

3,753,081
2

1,966,894
1

42,479,314
23

9,011,290
5

2,626,185
2

64,803,445
35

15,819,108
9

5,143,958
3

883,367
-

1,771,884
1

355,432
-

1,588,104

1

152,491,808

83


























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

TOTAL $ 187,502,341 100 $ 184,584,602 100 $ 180,736,642 100

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
Notes and 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, 2021
(Reviewed)
December 31, 2020
(Audited)
September 30, 2020
(Reviewed)










Amount
%
$ 22,350,000
12
6,297,432
3
1,735,296
1
11,872,799
6
325,273
-
9,136,680
5
1,812,314
1
67,401
-
3,585,927
2
519,116
-
837,913
1

2,727,180

2


61,267,331

33

89,895
-
37,473,965
20
8,627,560
4
1,482,671
1
1,156,903
1
5,590,377
3
506,527
-
1,225,937
1

518,644

-


56,672,479

30

117,939,810

63


35,124,215
19
10,986
-
16,434,197
9
31,500,472
17
2,449,739
1
8,526,682
4
(1,932,150)
(1)

(29,717,344)
(16)

62,396,797
33

7,165,734

4


69,562,531

37

$ 187,502,341
100



































Amount
%
$ 9,800,000
5

14,195,385
8

1,892,749
1

9,625,964
5

160,556
-

11,153,442
6

2,192,429
1

68,531
-

3,505,968
2

99,944
-

2,935,405
2

2,901,946

2


58,532,319

32


102,767
-

34,973,223
19

8,780,081
5

1,449,171
1

1,063,734
-

5,530,987
3

534,071
-

1,165,500
1

462,537

-


54,062,071

29

112,594,390

61


35,124,215
19

-
-

18,936,574
10

30,170,398
16

-
-

13,300,996
7

(2,449,739)
(1)

(29,717,344)
(16)


65,365,100
35

6,625,112

4


71,990,212

39

$ 184,584,602
100



































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

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 REVENUE (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
(Note 29)

OPERATING INCOME (Note 34)

NON-OPERATING INCOME AND
EXPENSES
Interest income
Other income
Other gains and losses, net (Note 23)
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
2021 2020 2021 2020



















Amount
%
$ 37,389,642
100
29,575,930
79


7,813,712
21

2,352,855
6
1,361,128
4
60,404
-

53,118

-


3,827,505
10


231,682

-


4,217,889
11

14,176
-
20,017
-
(32,957 )
-
(155,279 )
-

(6,726)

-


(160,769)

-

4,057,120
11

826,959

2


3,230,161

9

(76,024 )
-
12,592
-
(10,060 )
-

1,163

-


(72,329)

-

$ 3,157,832

9

$ 2,837,196
8

392,965

1

$ 3,230,161

9

$ 2,766,537
8

391,295

1

$ 3,157,832

9

$ 1.00
$ 1.00






























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
%
$111,123,426 100
87,894,216
79

23,229,210
21


7,142,290
6

4,005,409
4

177,634
-

178,035

-

11,503,368
10


389,277

-

12,115,119
11


41,024
-

22,610
-

119,386
-

(463,057 )
-

(8,848)

-


(288,885)

-

11,826,234
11

1,993,784

2


9,832,450

9


561,330
-

23,059
-

(34,908 )
-

(1,221)

-


548,260

-

$ 10,380,710

9

$ 8,509,716
8

1,322,734

1

$ 9,832,450

9

$ 9,049,342
8

1,331,368

1

$ 10,380,710

9

$ 3.02
$ 3.01






























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




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, 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 for non-controlling interests of subsidiaries

BALANCE, SEPTEMBER 30, 2020

BALANCE, JANUARY 1, 2021

Distribution of 2020 earnings
Legal reserve
Special reserve
Cash dividends

Total distribution of earnings

Cash dividends from capital surplus
Profit for the nine months ended September 30, 2021
Other comprehensive income (loss) for the nine months ended
September 30, 2021

Total comprehensive income (loss) for the nine months ended
September 30, 2021

Conversion of convertible bonds to common stock
Changes in equity of associates accounted for using equity method
Disposal of investments accounted for using equity method
Cash dividends for non-controlling interests of subsidiaries

BALANCE, SEPTEMBER 30, 2021
Equity Attributable to Owners of the Parent Equity Attributable to Owners of the Parent Total
Non-controlling
Interests
$ 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

$ 65,365,100
$ 6,625,112

-
-
-
-
(9,521,178)

-

(9,521,178)

-

(2,577,603)
-

8,509,716
1,322,734

539,626

8,634


9,049,342

1,331,368

101,803
-
1,246
735
(21,913)
(20,968)

-

(770,513)

$ 62,396,797
$ 7,165,734
Total Equity
$ 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
$ 71,990,212
-
-
(9,521,178)
(9,521,178)
(2,577,603)
9,832,450

548,260
10,380,710
101,803
1,981

(42,881)

(770,513)
$ 69,562,531
Common Stock
$ 34,959,441

-
-

-


-

-
-

-


-

134,324
-

-
-

-

$ 35,093,765

$ 35,124,215

-
-

-


-

-
-

-


-

-

-
-

-

$ 35,124,215
Capital
Collected in
Advance
Capital Surplus
$ 134,104
$ 20,274,694

-
-
-
-

-

-


-

-

-
(1,593,624)
-
-

-

-


-

-

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

-

-

$ 30,450
$ 18,937,441

$ -
$ 18,936,574

-
-
-
-

-

-


-

-

-
(2,577,603)
-
-

-

-


-

-

10,986
90,817
-
6,322
-
(21,913)

-

-

$ 10,986
$ 16,434,197
Retained Earnings
Legal Reserve Special Reserve
Unappropriated
Earnings
$ 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

$ 30,170,398
$ -
$ 13,300,996

1,330,074
-
(1,330,074)
-
2,449,739
(2,449,739)

-

-
(9,521,178)


1,330,074

2,449,739
(13,300,991)


-
-
-
-
-
8,509,716

-

-

-


-

-

8,509,716

-
-
-
-
-
(5,924)

-
-
22,885

-

-

-

$ 31,500,472
$ 2,449,739
$ 8,526,682
Other Equity Interests
Exchange
Unrealized
Gain (Loss) on
Financial Assets
at Fair Value
Through Other
Differences on
Translation
Comprehensive
Income
Treasury Stock
$ (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)

$ (31,679) $ (2,418,060) $ (29,717,344)

-
-
-

-
-
-

-

-

-


-

-

-

-
-
-

-
-
-

(16,691)

556,317

-


(16,691)

556,317

-

-
-
-

-
848
-
-
(22,885)
-

-

-

-

$ (48,370)
$ (1,883,780)
$ (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
(Gain) loss on disposal and retirement of property, plant and
equipment, net
Gain on disposal of intangible assets
Expected credit loss
Finance costs
Interest income
Dividend income
Gain on disposal of investments accounted for using equity method
Share of (profit) loss of associates accounted for using equity
method
Valuation (gain) loss on financial assets at fair value through profit
or loss
Others
Changes in operating assets and liabilities
Contract assets
Notes and accounts receivable
Notes and accounts receivable due from related parties
Other receivables
Inventories
Prepayments
Other current assets
Other financial assets
Incremental costs of obtaining a contract
Contract liabilities
Notes and accounts payable
Notes and 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




2021
$ 11,826,234
9,135,203
3,577,585
1,070,030
(20,542)
-
178,035
463,057
(41,024)
(17,337)

(97,791)
8,848
(278)
(1,201)
(1,064,261)
(203,075)
(176,448)
(13,359)
(508,268)
(200,782)
31,315
8,641
(1,064,738)
(170,325)
2,246,835
164,717
(517,719)
(5,990)
520,735
(174,766)

(27,544)

24,925,787
11,754
(686)

(2,255,176)


22,681,679
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)

(73,859)

(68,475)

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

(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 advance receipts from asset disposals
Acquisition of financial assets at fair value through profit or loss
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
Dividends 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





2021
$ (8,819,144)
(28,368)
(247,630)
(231,141)
166,248
6,400
223
(36,279)
(560,678)
-
(192,205)
474,377
(34,718)
-
(271,954)
231,976
(53,167)
57,285
26,099

25,251


(9,487,425)

12,550,000
(7,892,323)
2,496,465
(2,162,518)
(2,986,623)
153,997
(86,982)
(12,869,217)

(507,776)

(11,304,977)
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
(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 CASH
EQUIVALENTS

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

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


2021
$ (1,699)

1,887,578

10,777,791

$ 12,665,369
2020
$ (790)

1,794,676

8,663,370
$ 10,458,046

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, 2021 AND 2020 (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 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 services 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 expired on June 30, 2017. TWM received a third-generation (3G) concession license issued by the DGT in March 2005, and the 3G concession license expired 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 4, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED 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 IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies.

  • 9 -

  • b. The IFRSs issued by International Accounting Standards Board (IASB) and endorsed by the FSC for application starting from 2022

Effective Date New IFRSs Announced by IASB

“Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 1) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 2) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 3) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 4) Contract”

  • Note 1: The amendments to IFRS 9 will be 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” will be 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” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 2: 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 3: 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 4: 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. New IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC

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

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
Effective Date
Announced by IASB (Note 1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
January 1, 2023 (Note 4)
  • 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 will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • 10 -

  • Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 4: Except that deferred taxes will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after 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.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Except for the following, 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, 2020.

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 preparation of the consolidated financial statements is the same as that of the consolidated financial statements for the year ended December 31, 2020.

  • 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
Percentage of Ownership
September 30,
2021
December 31,
2020
September 30,
2020
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
(Continued)
  • 11 -
Investor
Subsidiary
Main Business and
Products

TCC
Taiwan Digital Service
Co., Ltd. (TDS)
Commissioned
maintenance services
Taihsin Property Insurance
Agent Co., Ltd. (TPIA)
Property insurance agent
Tai-Fu Cloud Technology
Co., Ltd. (TFC)
Cloud and information
services
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
TVC
TWM Film Co., Ltd.
(TWMFM)
Film production
TFN
TFN Union Investment
Co., Ltd. (TUI)
Investment
TWM Holding
TWM Communications
(Beijing) Co., Ltd.
(TWMC)
Data communication
application development
TCCI
TCCI Investment and
Development Co., Ltd.
(TID)
Investment
TFNM
Taiwan Kuro Times Co.,
Ltd. (TKT)
Digital music services
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
Percentage of Ownership
September 30,
2021
December 31,
2020
September 30,
2020
Note
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
45.01%
45.01%
45.01%
-
100.00%
-
-
Note 2
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 3
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%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
100.00%
100.00%
100.00%
-
(Continued)
  • 12 -
Investor
Subsidiary
Main Business and
Products

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,
2021
December 31,
2020
September 30,
2020
Note
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, 2021.

Note 2: Set up in April 2021.

Note 3: The other 70.47% of shares were held under trustee accounts.

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

Employee Benefits

Defined benefit pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year.

Income Tax

Income tax expense represents the sum of the tax currently payable and deferred tax. The interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the profit before tax of the interim period.

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, 2020.

6. CASH AND CASH EQUIVALENTS

September 30, September 30, December 31, December 31, September 30, September 30,
2021 2020 2020
Cash on hand and revolving funds $ 101,640 $ 100,230 $
79,992
Cash in banks 7,279,504 6,199,436 4,595,393
Time deposits 3,386,341 2,035,253 3,097,572
Government bonds with repurchase rights 1,897,884
2,442,872
2,685,089
$ 12,665,369
$ 10,777,791
$ 10,458,046
  • 13 -

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

September 30, September 30, December 31, December 31, September 30, September 30,
2021 2020 2020
Investments in equity instruments-current
Domestic investments
Listed stocks $ 240,173
$ 236,913
$ 1,607,043
Foreign investments
Unlisted stocks 19,180
8,533
3,609
$ 259,353
$ 245,446
$ 1,610,652
Investments in equity instruments-non-current
Domestic investments
Listed stocks $ 1,342,359
$ 981,427
$ 923,124
Unlisted stocks 674,224 657,756 651,898
Foreign investments
Unlisted stocks 806,289 400,736 30,799
Limited partnerships 711,913
249,827
342,335
$ 3,534,785
$ 2,289,746
$ 1,948,156

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 fair value through other comprehensive income (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. TFN sold all of THSR’s stock in 2020.

8. NOTES AND ACCOUNTS RECEIVABLE, NET

September 30, September 30, December 31, December 31, September 30, September 30,
2021 2020 2020
Notes receivable $ 11,412
$ 109,259
$ 70,877
Accounts receivable 7,494,352 7,835,539 7,502,508
Less: Allowance for impairment loss (352,662)
(306,755)
(296,240)
$ 7,153,102
$ 7,638,043
$ 7,277,145

The main credit terms range from 30 to 90 days.

The Group serves a large consumer base for its telecommunications business; therefore, the concentration of credit risk is limited. When entering into 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.

  • 14 -

The Group adopted a policy of only trading with counterparties with a considerable scale of operations, certain credit ratings and financial conditions for its 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 ECLs. The ECLs on trade receivables are estimated using a provision matrix approach considering the 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 the allowance for doubtful notes and accounts receivable by individual and collective assessment were as follows:

September 30, 2021

Not Past Due

Gross carrying amount
$ 6,808,025

Loss allowance (Lifetime ECLs)
(52,330)


Amortized cost
$ 6,755,695

December 31, 2020
Not Past Due

Gross carrying amount
$ 7,322,918

Loss allowance (Lifetime ECLs)
(57,523)


Amortized cost
$ 7,265,395

September 30, 2020
Not Past Due

Gross carrying amount
$ 6,965,950

Loss allowance (Lifetime ECLs)
(50,202)


Amortized cost
$ 6,915,748
Overdue
1 to 120 Days
121 to 365 Days Over 365 Days
$ 516,057
$ 177,079
$ 4,603


(128,988)

(166,754)

(4,590)

$ 387,069
$ 10,325
$ 13

Overdue
1 to 120 Days
121 to 365 Days Over 365 Days
$ 489,896
$ 127,120
$ 4,864


(123,915)

(120,541)

(4,776)

$ 365,981
$ 6,579
$ 88

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
Total
$ 7,505,764

(352,662)
$ 7,153,102
Total
$ 7,944,798

(306,755)
$ 7,638,043
Total
$ 7,573,385

(296,240)
$ 7,277,145
  • 15 -

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 services 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


2021
$ 306,755

167,759
33,006
(154,858)

$ 352,662
2020
$ 345,458
136,129
27,829
(213,176)
$ 296,240

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

2021
$ 716,882

$ 58,058
2020
$ 918,412
$ 52,589

9. INVENTORIES

September 30, December 31, September 30,
2021 2020 2020
Merchandise $ 6,264,005
$ 5,756,903
$ 4,874,061
Materials for maintenance
10,527

9,361

11,352
$ 6,274,532
$ 5,766,264
$ 4,885,413

For the three months and the nine months ended September 30, 2021, the cost of goods sold related to inventories amounted to $21,603,525 thousand and $64,585,197 thousand, respectively, which included inventory write-down totaling $16,258 thousand and $45,344 thousand, respectively.

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

  • 16 -

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

AppWorks Ventures Co., Ltd.
(AppWorks)

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

Global Home Shopping Co., Ltd.
(GHS)

kbro Media Co., Ltd. (kbro Media)

TV Direct Public Company Limited
(TV Direct)

Mistake Entertainment Co., Ltd. (M.E.)
Taiwan Pelican Express Co., Ltd.
(TPE)

Alliance Digital Tech Co., Ltd. (ADT)


September 30, 2021
Amount
% of
Owner-
ship

$ 285,115
51.00

566,407
20.14
548,295
20.00
157,432
33.58
137,557
21.35
26,007
15.00
-
-

-
-

$ 1,720,813
December 31, 2020
Amount
% of
Owner-
ship

$ 265,526
51.00

315,027
20.11
606,376
20.00
167,135
33.58
192,103
24.99
25,698
15.00
386,414
15.50

8,615
14.40

$ 1,966,894
September 30, 2020
















Amount
% of
Owner-
ship
$ 256,495
51.00
318,723
20.11
577,080
20.00
121,375
32.50
152,376
20.00
25,631
15.00
387,984
15.50

8,596
14.40
$ 1,848,260

a. AppWorks

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

b. 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. As of September 30, 2021 and September 30, 2020, TVC’s percentage of ownership interest in AppWorks Fund III were 20.14% and 20.11%, respectively, due to non-proportionate subscription to AppWorks Fund III’s issuance of new capital stock.

c. GHS

In June 2015, momo acquired 20% equity interest of GHS through its subsidiary.

As momo’s subsidiary did not participate in GHS’s capital increase in October 2015, its percentage of ownership interest in GHS decreased to 18%. In January 2016, its percentage of ownership interest in GHS increased to 20% due to the acquisition of an additional 2% equity interest of GHS.

d. kbro Media

In August 2012, TFNM acquired 32.5% equity interest of kbro Media.

In November 2020, kbro Media both decreased and increased capital. TFNM’s percentage of ownership interest in kbro Media increased to 33.58% due to non-proportionate subscription to kbro Media’s issuance of new capital stock.

  • 17 -

e. TV Direct

In April 2014, momo acquired 35% equity interest of TVD Shopping Co., Ltd. (TVD Shopping). In March 2020, momo received $33,298 thousand as a proportional capital reduction. In June 2020, momo sold all of its equity interest of TVD Shopping to TV Direct for $146,772 thousand.

In June 2020, momo acquired 16.2% equity interest of TV Direct and had significant influence on TV Direct. As of December 31, 2020 and September 30, 2020, momo’s percentage of ownership interest in TV Direct were 24.99% and 20%, respectively, due to its additional acquisitions of TV Direct in the second half of 2020. momo’s percentage of ownership interest in TV Direct then decreased to 21.35% due to non-subscription to the exercise of the share options, which were granted by TV Direct, in the first three quarters of 2021.

f. 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.

g. TPE

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

In December 2013, momo’s percentage of ownership interest in TPE decreased to 17.7% as it did not subscribe for the new stock issued by TPE and sold 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, and momo’s percentage of ownership interest in TPE decreased to 15.5% since momo sold other portion of its equity interests in TPE, whilst momo still had two seats on TPE’s board of directors. In March 2021, momo sold the rest of its equity interests in TPE for $466,547 thousand.

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 to adopt December 31, 2018 as the dissolution date. In August 2021, ADT completed the liquidation procedures, and TWM received a liquidation capital return of $7,830 thousand.

11. SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS

Subsidiary
momo
Proportion of Non-controlling Interests’
Ownership and Voting Rights
September 30,
2021
December 31,
2020
September 30,
2020
54.99%
54.99%
54.99%

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

  • 18 -

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,
2021
Current assets
$ 12,604,808
Non-current assets
15,167,216
Current liabilities
(10,995,919)
Non-current liabilities

(1,418,995)

Equity
$ 15,357,110

Equity attributable to:

Owners of the parent
$ 10,093,706
Non-controlling interests of momo
5,251,333
Non-controlling interests of momo’s
subsidiaries

12,071

$ 15,357,110

For the Three Months Ended
September 30
2021
2020
Operating revenue
$ 20,907,386
$ 15,582,993
Profit
$ 696,903 $ 418,522
Other comprehensive income (loss)
(3,019)

8,576
Comprehensive income
$ 693,884
$ 427,098
Profit (loss) attributable to:
Owners of the parent
$ 314,376 $ 188,876
Non-controlling interests of
momo
384,007
230,710
Non-controlling interests of
momo’s subsidiaries

(1,480)

(1,064)
$ 696,903
$ 418,522
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 313,028 $ 192,664
Non-controlling interests of
momo
382,359
235,335
Non-controlling interests of
momo’s subsidiaries

(1,503)

(901)
$ 693,884
$ 427,098
September 30,
2021
Current assets
$ 12,604,808
Non-current assets
15,167,216
Current liabilities
(10,995,919)
Non-current liabilities

(1,418,995)

Equity
$ 15,357,110

Equity attributable to:

Owners of the parent
$ 10,093,706
Non-controlling interests of momo
5,251,333
Non-controlling interests of momo’s
subsidiaries

12,071

$ 15,357,110

For the Three Months Ended
September 30
2021
2020
Operating revenue
$ 20,907,386
$ 15,582,993
Profit
$ 696,903 $ 418,522
Other comprehensive income (loss)
(3,019)

8,576
Comprehensive income
$ 693,884
$ 427,098
Profit (loss) attributable to:
Owners of the parent
$ 314,376 $ 188,876
Non-controlling interests of
momo
384,007
230,710
Non-controlling interests of
momo’s subsidiaries

(1,480)

(1,064)
$ 696,903
$ 418,522
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 313,028 $ 192,664
Non-controlling interests of
momo
382,359
235,335
Non-controlling interests of
momo’s subsidiaries

(1,503)

(901)
$ 693,884
$ 427,098
September 30,
2021
Current assets
$ 12,604,808
Non-current assets
15,167,216
Current liabilities
(10,995,919)
Non-current liabilities

(1,418,995)

Equity
$ 15,357,110

Equity attributable to:

Owners of the parent
$ 10,093,706
Non-controlling interests of momo
5,251,333
Non-controlling interests of momo’s
subsidiaries

12,071

$ 15,357,110

For the Three Months Ended
September 30
2021
2020
Operating revenue
$ 20,907,386
$ 15,582,993
Profit
$ 696,903 $ 418,522
Other comprehensive income (loss)
(3,019)

8,576
Comprehensive income
$ 693,884
$ 427,098
Profit (loss) attributable to:
Owners of the parent
$ 314,376 $ 188,876
Non-controlling interests of
momo
384,007
230,710
Non-controlling interests of
momo’s subsidiaries

(1,480)

(1,064)
$ 696,903
$ 418,522
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 313,028 $ 192,664
Non-controlling interests of
momo
382,359
235,335
Non-controlling interests of
momo’s subsidiaries

(1,503)

(901)
$ 693,884
$ 427,098
September 30,
2021
Current assets
$ 12,604,808
Non-current assets
15,167,216
Current liabilities
(10,995,919)
Non-current liabilities

(1,418,995)

Equity
$ 15,357,110

Equity attributable to:

Owners of the parent
$ 10,093,706
Non-controlling interests of momo
5,251,333
Non-controlling interests of momo’s
subsidiaries

12,071

$ 15,357,110

For the Three Months Ended
September 30
2021
2020
Operating revenue
$ 20,907,386
$ 15,582,993
Profit
$ 696,903 $ 418,522
Other comprehensive income (loss)
(3,019)

8,576
Comprehensive income
$ 693,884
$ 427,098
Profit (loss) attributable to:
Owners of the parent
$ 314,376 $ 188,876
Non-controlling interests of
momo
384,007
230,710
Non-controlling interests of
momo’s subsidiaries

(1,480)

(1,064)
$ 696,903
$ 418,522
Comprehensive income (loss)
attributable to:
Owners of the parent
$ 313,028 $ 192,664
Non-controlling interests of
momo
382,359
235,335
Non-controlling interests of
momo’s subsidiaries

(1,503)

(901)
$ 693,884
$ 427,098
December 31,
2020
September 30,
2020
$ 9,932,680 $ 7,964,598

15,349,820
14,972,942

(9,651,475)
(8,115,552)

(1,207,579)

(1,022,893)
$ 14,423,446
$ 13,799,095
$ 9,671,655 $ 9,389,952

4,735,804
4,391,706

15,987

17,437
$ 14,423,446
$ 13,799,095
For the Nine Months Ended
September 30
2021
2020
$ 61,526,877
$ 46,522,804
$ 2,359,990 $ 1,328,907

15,776

19,780
$ 2,375,766
$ 1,348,687
$ 1,066,663 $ 599,443

1,297,152
732,211

(3,825)

(2,747)
$ 2,359,990
$ 1,328,907
$ 1,073,806 $ 608,380

1,305,876
743,127

(3,916)

(2,820)
$ 2,375,766
$ 1,348,687
December 31,
2020
September 30,
2020
$ 9,932,680 $ 7,964,598

15,349,820
14,972,942

(9,651,475)
(8,115,552)

(1,207,579)

(1,022,893)
$ 14,423,446
$ 13,799,095
$ 9,671,655 $ 9,389,952

4,735,804
4,391,706

15,987

17,437
$ 14,423,446
$ 13,799,095
For the Nine Months Ended
September 30
2021
2020
$ 61,526,877
$ 46,522,804
$ 2,359,990 $ 1,328,907

15,776

19,780
$ 2,375,766
$ 1,348,687
$ 1,066,663 $ 599,443

1,297,152
732,211

(3,825)

(2,747)
$ 2,359,990
$ 1,328,907
$ 1,073,806 $ 608,380

1,305,876
743,127

(3,916)

(2,820)
$ 2,375,766
$ 1,348,687
December 31,
2020
September 30,
2020
$ 9,932,680 $ 7,964,598

15,349,820
14,972,942

(9,651,475)
(8,115,552)

(1,207,579)

(1,022,893)
$ 14,423,446
$ 13,799,095
$ 9,671,655 $ 9,389,952

4,735,804
4,391,706

15,987

17,437
$ 14,423,446
$ 13,799,095
For the Nine Months Ended
September 30
2021
2020
$ 61,526,877
$ 46,522,804
$ 2,359,990 $ 1,328,907

15,776

19,780
$ 2,375,766
$ 1,348,687
$ 1,066,663 $ 599,443

1,297,152
732,211

(3,825)

(2,747)
$ 2,359,990
$ 1,328,907
$ 1,073,806 $ 608,380

1,305,876
743,127

(3,916)

(2,820)
$ 2,375,766
$ 1,348,687
$

$
$





















2021
$ 20,907,386

$ 696,903

(3,019)

$ 693,884

$ 314,376
384,007

(1,480)

$ 696,903

$ 313,028
382,359

(1,503)

$ 693,884
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
2021
$ 61,526,877

$ 2,359,990

15,776

$ 2,375,766

$ 1,066,663

1,297,152

(3,825)

$ 2,359,990

$ 1,073,806

1,305,876

(3,916)

$ 2,375,766
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
  • 19 -
Net cash generated from operating activities

Net cash generated from (used in) investing activities
Net cash used in financing activities

Effect of exchange rate changes

Net increase (decrease) in cash

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




2021
$ 3,490,090

128,535
(1,756,975)
(294)

$ 1,861,356

$ 770,113
2020
$ 1,956,565
(693,057)
(1,462,795)

(196)
$ (199,483)
$ 654,596

12. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance, January 1, 2021

Additions
Disposals and retirements
Reclassification
Effect of exchange rate
changes

Balance, September 30,
2021

Accumulated depreciation
and impairment
Balance, January 1, 2021

Depreciation
Disposals and retirements
Reclassification
Effect of exchange rate
changes

Balance, September 30,
2021

Carrying amount,
January 1, 2021

Carrying amount,
September 30, 2021

Cost
Balance, January 1, 2020

Additions
Disposals and retirements
Reclassification
Effect of exchange rate
changes

Balance, September 30,
2020
Land
$ 9,101,010
-
(10,637 )
-

-

$ 9,090,373

$ -
-
-
-

-

$ -

$ 9,101,010

$ 9,090,373

$ 8,261,041
431,785
(8,055 )
324,224

-

$ 9,008,995
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 5,725,270 $ 96,632,051

5,714
89,953

(10,645 )
(1,756,686 )

-
8,041,481

-

(1,366)

$ 5,720,339
$ 103,005,433

$ 1,840,925 $ 71,461,532

122,281
5,446,236

(4,762 )
(1,646,287 )

-
(767 )

-

(1,338)

$ 1,958,444
$ 75,259,376

$ 3,884,345
$ 25,170,519

$ 3,761,895
$ 27,746,057

$ 5,641,608 $ 90,366,481

-
124,086

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

59,619
5,869,335

-

(586)

$ 5,691,601
$ 95,302,518
Others
Construction in
Progress and
Equipment to
be Inspected
$ 9,934,447 $ 2,950,912

191,035
7,149,403

(228,557 )
(51 )

230,743
(8,264,974 )

(89)

-

$ 10,127,579
$ 1,835,290

$ 8,561,919 $ -

545,015
-

(224,697 )
-

(21 )
-

(85)

-

$ 8,882,131
$ -

$ 1,372,528
$ 2,950,912

$ 1,245,448
$ 1,835,290

$ 9,549,160 $ 1,506,915

221,702
6,560,703

(173,502 )
(213 )

231,660
(6,073,929 )

(38)

-

$ 9,828,982
$ 1,993,476
Total
$ 124,343,690

7,436,105

(2,006,576 )

7,250

(1,455)
$ 129,779,014
$ 81,864,376

6,113,532

(1,875,746 )

(788 )

(1,423)
$ 86,099,951
$ 42,479,314
$ 43,679,063
$ 115,325,205

7,338,276

(1,248,194 )

410,909

(624)
$ 121,825,572
(Continued)
  • 20 -
Accumulated depreciation
and impairment
Balance, January 1, 2020

Depreciation
Disposals and retirements
Reclassification
Effect of exchange rate
changes

Balance, September 30,
2020

Carrying amount,
September 30, 2020
Land
$ -
-
-
-

-

$ -

$ 9,008,995
Buildings
Telecommuni-
cations
Equipment and
Machinery
$ 1,649,207 $ 69,379,600

121,044
4,619,930

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

27,839
-

-

(534)

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

$ 3,898,932
$ 22,310,243
Others
Construction in
Progress and
Equipment to
be Inspected
Total
$ 8,114,393 $ - $ 79,143,200

506,344
-
5,247,318

(172,491 )
-
(1,184,633 )

-
-
27,839

(31)

-

(565)
$ 8,448,215
$ -
$ 83,233,159
$ 1,380,767
$ 1,993,476
$ 38,592,413
(Concluded)

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives 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,
2021
Carrying amount
Land
$ 507,373

Buildings
8,016,470
Telecommunications equipment and
machinery
473,025
Others

155,757

$ 9,152,625

Additions to right-of-use assets
December 31,
2020
September 30,
2020
$ 530,915
$ 557,212
7,713,486
7,616,416
597,078
661,053

169,811

175,824
$ 9,011,290
$ 9,010,505
For the Nine Months Ended
September 30
December 31,
2020
September 30,
2020
$ 530,915
$ 557,212
7,713,486
7,616,416
597,078
661,053

169,811

175,824
$ 9,011,290
$ 9,010,505
For the Nine Months Ended
September 30
December 31,
2020
September 30,
2020
$ 530,915
$ 557,212
7,713,486
7,616,416
597,078
661,053

169,811

175,824
$ 9,011,290
$ 9,010,505
For the Nine Months Ended
September 30
2021
$ 3,278,667
2020
$ 2,601,367
  • 21 -
Depreciation charge for
right-of-use assets
Land

Buildings
Telecommunications
equipment and machinery
Others

For the Three Months Ended
September 30
2021
2020
$ 61,237 $ 59,945
886,951
861,105

37,334
44,708

15,247

15,733

$ 1,000,769
$ 981,491
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30



2021
$ 61,237
886,951

37,334

15,247

$ 1,000,769




2021
$ 181,855

2,662,152

117,887

46,052

$ 3,007,946
2020
$ 180,092

2,579,891

138,059

45,970
$ 2,944,012

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, 2021 and 2020.

  • b. Lease liabilities
September 30, December 31, September 30,
2021 2020 2020
Carrying amount
Current $ 3,585,927
$ 3,505,968
$ 3,466,731
Non-current $ 5,590,377
$ 5,530,987
$ 5,518,479
Range of discount rates for lease liabilities was as follows:
September 30, December 31, September 30,
2021 2020 2020
Land 0.61%-1% 0.74%-1% 0.74%-1%
Buildings 0.61%-1.2% 0.72%-1.2% 0.74%-1.2%
Telecommunications equipment and
machinery 0.61%-4.38% 0.74%-4.38%
0.74%-4.38%
Others 0.61%-0.86% 0.74%-0.86%
0.74%-0.86%
  • 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.

  • 22 -

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
2021
2020
$ 9,447
$ 10,277

$ 18,906
$ 18,094

$ 13,804
$ 10,491

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


2021
$ 9,447

$ 18,906

$ 13,804


2021
2020
$ 28,654
$ 29,546
$ 54,045
$ 54,449
$ 34,860
$ 33,426
For the Nine Months Ended
September 30
2021
$ 3,190,716
2020
$ 3,153,515

14. INVESTMENT PROPERTIES

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

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, 2021, December 31, 2020 and September 30, 2020, the fair values of investment properties were $6,161,870 thousand, $6,160,847 thousand and $6,676,676 thousand, respectively, and the capitalization rates for the aforementioned financial reporting periods were ranging from 1.41%-5.23%, 1.46%-5.23% and 1.32%-4.95%, respectively.

The amounts of depreciation recognized for the three months and the nine months ended September 30, 2021 and 2020 were $4,575 thousand, $4,926 thousand, $13,725 thousand, and $15,101 thousand, respectively.

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

September 30, December 31, September 30,
2021 2020 2020
Year 1 $ 131,817
$ 135,195
$ 142,174
Year 2 94,275 129,010 135,628
Year 3 23,640 76,399 98,720
Year 4 22,563 24,532 30,299
Year 5 22,220 22,392 28,737
Year 6 and thereafter
-

18,517

27,987
$ 294,515
$ 406,045
$ 463,545
  • 23 -

15. INTANGIBLE ASSETS

Cost
Balance, January 1, 2021
Additions
Disposals and retirements
Reclassification
Effect of exchange rate changes
Balance, September 30, 2021
Accumulated amortization
and impairment
Balance, January 1, 2021
Amortization
Disposals and retirements
Effect of exchange rate changes
Balance, September 30, 2021
Carrying amount, January 1, 2021
Carrying amount, September 30, 2021
Cost
Balance, January 1, 2020
Additions
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, September 30, 2020
Conces sions
Service
Concessions
$ 8,180,078

-
-
-

-

$ 8,180,078

$ 1,388,744

134,039
-

-

$ 1,522,783

$ 6,791,334

$ 6,657,295

$ 8,180,078

-
-
-

-

$ 8,180,078

$ 1,210,025

134,039
-

-

$ 1,344,064

$ 6,836,014
Goodwill
$ 15,872,595
-
-
-

-
$ 15,872,595
$ 53,487
-
-

-
$ 53,487
$ 15,819,108
$ 15,819,108
$ 15,872,595
-
-
-

-
$ 15,872,595
$ 40,155
-
-

-
$ 40,155
$ 15,832,440
Othe r Intangible Asse ts Total
$ 105,600,561
173,986
(53,035 )
68,799
(226)
$ 105,790,085
$ 19,834,050
3,577,585
(53,035 )
(209)
$ 23,358,391
$ 85,766,511
$ 82,431,694
$ 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
$ 86,987,490















Concession
Licenses
$ 71,699,375

-
-
-

-

$ 71,699,375

$ 13,687,264

3,097,156
-

-

$ 16,784,420

$ 58,012,111

$ 54,914,955

$ 41,043,375

29,656,000
-
1,000,000

-

$ 71,699,375

$ 10,303,927

2,351,832
-

-

$ 12,655,759

$ 59,043,616














Computer
Software
$ 3,231,391

167,237
(53,035 )
16,977

(226)

$ 3,362,344

$ 2,864,980

202,848
(53,035 )

(209)

$ 3,014,584

$ 366,411

$ 347,760

$ 4,096,570

118,474
(58,614 )
51,717

(97)

$ 4,208,050

$ 3,465,304

332,297
(58,614 )

(74)

$ 3,738,913

$ 469,137
Customer
Relationships
$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,783,463

102,300

-

-

$ 1,885,763

$ 870,626

$ 768,326

$ 2,654,089

-

-
-

-

$ 2,654,089

$ 1,647,063

102,300

-

-

$ 1,749,363

$ 904,726
Operating
Rights
$ 1,382,000

-
-
-

-

$ 1,382,000

$ -

-
-

-

$ -

$ 1,382,000

$ 1,382,000

$ 1,382,000

-
-
-

-

$ 1,382,000

$ -

-
-

-

$ -

$ 1,382,000
Trademarks
$ 2,517,900

267
-
-

-

$ 2,518,167

$ 1,725

98
-

-

$ 1,823

$ 2,516,175

$ 2,516,344

$ 2,517,884

66
(55 )
-

-

$ 2,517,895

$ 1,642

106
(55 )

-

$ 1,693

$ 2,516,202
Copyrights
$ 63,133
6,482
-
51,822

-
$ 121,437
$ 54,387
41,144
-

-
$ 95,531
$ 8,746
$ 25,906
$ 25,197
25,910

(30,000 )
31,550

-
$ 52,657
$ 25,197
24,105

-

-
$ 49,302
$ 3,355

The above intangible assets are amortized on a straight-line basis over their estimated useful lives 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. Service concessions

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

  • 24 -

  • b. 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 services 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.

  • c. Goodwill

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

September 30,
2021

Mobile communication services
$ 7,211,936
Fixed network services
357,970
Cable television business
3,269,636
Retail business

4,979,566

$ 15,819,108
December 31,
2020
September 30,
2020
$ 7,211,936 $ 7,211,936

357,970
357,970

3,269,636
3,269,636

4,979,566

4,992,898
$ 15,819,108
$ 15,832,440
  • d. Impairment of assets

See Note 15(e) to the consolidated financial statements for the year ended December 31, 2020 for the related information on impairment of assets. There was no significant evidence indicating impairment of intangible assets as of September 30, 2021.

16. OTHER NON-CURRENT ASSETS

September 30, September 30, December 31, December 31, September 30, September 30,
2021 2020 2020
Long-term accounts receivable $ 234,030
$ 296,045
$ 304,316
Refundable deposits 732,014 698,876 668,908
Other prepayments 375,109 119,006 116,808
Prepayments for investment 34,718 - -
Others 463,695
474,177
481,026
$ 1,839,566
$ 1,588,104
$ 1,571,058
  • 25 -

17. BORROWINGS

a. Short-term borrowings

September 30,
2021
Unsecured loans
$ 22,350,000

Annual interest rates
0.56%-0.9%
December 31,
2020
September 30,
2020
$ 9,800,000
$ 15,100,000
0.64%-0.88%
0.56%-0.89%

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

  • b. Short-term notes and bills payable
September 30, September 30, December 31, September 30,
2021 2020 2020
Short-term notes and bills payable $ 6,300,000 $ 14,200,000 $ 17,300,000
Less: Discounts on short-term notes and bills
payable (2,568)

(4,615)

(10,455)
$ 6,297,432
$ 14,195,385
$ 17,289,545
Annual interest rates 0.293%-0.318% 0.328%-0.418% 0.398%-0.448%
Long-term borrowings
September 30, December 31, September 30,
2021 2020 2020
Unsecured loans $ -
$ 2,000,000
$ 2,000,000
Secured loans 2,433,463 2,586,036 2,686,862
Commercial papers payable 6,500,000 6,500,000 -
Less: Current portion (303,410) (2,303,375) (2,303,351)
Less: Discounts on commercial papers
payable (2,493)

(2,580)

-
$ 8,627,560
$ 8,780,081
$ 2,383,511
Annual interest rates:
Unsecured loans - 0.79% 0.79%
Secured loans 1.50% 1.7495% 1.7495%
Commercial papers payable 0.687%-0.697% 0.687%-0.697%
-

c. Long-term borrowings

  • 1) Unsecured loans

TWM 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. Some credit facilities are subject to financial covenants regarding debt ratios and interest protection multiples during the credit facility period. The unsecured loans, whose expiry date of the repayments was in July 2021, were fully repaid.

  • 26 -

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 had been terminated in advance. 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.

3) Commercial papers payable

TWM’s commercial papers payable are treated as revolving credit facilities under the contracts. The repayment dates of the commercial papers payable are no later than December 2023.

18. BONDS PAYABLE

September 30,
2021
5th domestic unsecured straight corporate bonds $ 14,993,385
6th domestic unsecured straight corporate bonds
19,984,005
7th domestic unsecured straight corporate bonds
2,496,575
3rd domestic unsecured convertible bonds
534,503
Less: Current portion

(534,503)

$ 37,473,965
December 31,
2020
September 30,
2020
$ 14,991,472
14,990,829

19,981,751
19,980,992

-
-

632,030
630,574

(632,030)

-
$ 34,973,223
$ 35,602,395
  • a. 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, 2021, the amount of unamortized bond issue cost was $6,615 thousand. The trustee of bond holders is Bank of Taiwan.

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

Year
2023

2025

Amount
$ 6,000,000

9,000,000
$ 15,000,000
  • 27 -

  • b. 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, 2021, the amount of unamortized bond issue cost was $15,995 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
  • c. 7th domestic unsecured straight corporate bonds

On July 13, 2020, TWM issued the 7th domestic unsecured straight corporate bonds. The bond was seven-year bond, with the principal amount of $2,500,000 thousand, having a face value of $10,000 thousand, and coupon rate of 0.53% per annum, with simple interest due annually. Repayment will be made in full at maturity. As of September 30, 2021, the amount of unamortized bond issue cost was $3,425 thousand. The trustee of bond holders is Bank of Taiwan.

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

Year
2028
Amount
$ 2,500,000
  • 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 $91.8 per share since August 29, 2021. 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, 2021, the amount of unamortized bond discount was $697 thousand.

  • 28 -
Proceeds from the issuance (minus transaction costs of $10,870 thousand)

Equity component
Financial liabilities

Liability component at the date of issuance
Interest charged at the effective interest rate
Convertible bonds converted into common stock

Liability component on September 30, 2020

Liability component on January 1, 2021

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

Liability component on September 30, 2021
$ 9,989,130
(400,564)

(35,961)
9,552,605
238,862
(9,160,893)
$ 630,574
$ 632,030
4,276

(101,803)
$ 534,503

As of September 30, 2021, December 31, 2020 and September 30, 2020, the bondholders had requested to convert the bonds at face values of $9,464,800 thousand, $9,362,800 thousand and $9,362,800 thousand, respectively.

Trading of the convertible bonds will be terminated on the TPEx on November 22, 2021, and will be fully repaid at the par value in cash at maturity.

19. PROVISIONS

Restoration
Replacement
Warranties
Current
Non-current
Balance, January 1, 2021

Provision

Payment/Reversal

Unwinding of discount


Balance, September 30, 2021

Balance, January 1, 2020

Provision

Payment/Reversal

Unwinding of discount


Balance, September 30, 2020
September 30,
2021
December 31,
2020
September 30,
2020
$ 1,093,849
$ 1,110,392
$ 1,168,720
432,809
385,375
370,205

23,414

21,935

22,981
$ 1,550,072
$ 1,517,702
$ 1,561,906

$ 67,401
$ 68,531
$ 60,335

1,482,671

1,449,171

1,501,571
$ 1,550,072
$ 1,517,702
$ 1,561,906
Restoration
Replacement
Warranties
Total


$ 1,110,392 $ 385,375 $ 21,935 $ 1,517,702
27,931
39,660
25,284
92,875
(46,893)
(267)
(23,805)
(70,965)

2,419

8,041

-

10,460
$ 1,093,849
$ 432,809
$ 23,414
$ 1,550,072
$ 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
  • 29 -

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 $86,736 thousand and $82,388 thousand for the three months ended September 30, 2021 and 2020, respectively, and $257,915 thousand and $245,074 thousand for the nine months ended September 30, 2021 and 2020, respectively.

b. Defined benefit plans

The Group recognized pension amounts of $1,065 thousand and $1,577 thousand for the three months ended September 30, 2021 and 2020, respectively, and $3,191 thousand and $4,731 thousand for the nine months ended September 30, 2021 and 2020, respectively, by using the actuarially determined pension cost rate.

21. EQUITY

a. Share capital

As of September 30, 2021, December 31, 2020 and September 30, 2020, TWM’s authorized capital was $60,000,000 thousand and capital issued and outstanding were $35,124,215 thousand, $35,124,215 thousand and $35,093,765 thousand, respectively, divided into 3,512,421 thousand shares, 3,512,421 thousand shares and 3,509,376 thousand shares, respectively, which were all common stocks, at a par value of $10 each.

As of September 30, 2021, December 31, 2020 and September 30, 2020, the bondholders of the 3rd domestic unsecured convertible bonds had requested to convert the bonds into 92,687 thousand, 91,589 thousand and 91,589 thousand common stocks, respectively. As of September 30, 2021 and September 30, 2020, the amounts recognized as capital collected in advance were $10,986 thousand and $30,450 thousand, respectively. TWM would complete the related corporate registration procedures with respect to the issuance of new stock on the record date in accordance with the relevant regulations.

b. Capital surplus

September 30,
2021
Additional paid-in capital from convertible
corporate bonds
$ 10,619,319
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
21,438
Changes in equity of associates accounted for
using equity method
10,752
Others

35,804

$ 16,434,197
December 31,
2020
September 30,
2020
$ 13,102,020 $ 13,102,020

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

501,215
501,215

25,524
25,524

26,342
28,063

35,804

34,950
$ 18,936,574
$ 18,937,441
  • 30 -

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. 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 earnings as legal reserve until the legal reserve equals the paid-in capital. The legal reserve may be used to 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.

Pursuant to existing regulations, TWM is required to set aside and reverse additional special reserve equivalent to the net debit balance of the other equity interests, such as the exchange differences on translation and unrealized gain or loss on financial assets at fair value through other comprehensive income.

The appropriations of earnings for 2020 and 2019, which have been resolved in the AGM on August 20, 2021 and June 18, 2020, respectively, were as follows:


Legal reserve

Special reserve
Cash dividends
Cash dividends per share (NT$)
Appropriation of Earnings
For the Year Ended December 31
2020
2019
$ 1,330,074 $ 1,248,117
2,449,739
(95,381)
9,521,178
11,756,844
3.38353
4.183
  • 31 -

In addition, cash distributions arising from capital surplus with respect to the excess of stock issuance price over the par value of capital stock, totaling $2,577,603 thousand and $1,593,624 thousand and representing $0.916 and $0.567 per share, were resolved in the AGM; thus, total distributions were $4.29953 and $4.75 per share, respectively, for 2020 and 2019.

d. Other equity interests

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

Balance, January 1, 2021
$ (31,679) $ (2,418,060)
Exchange differences on translation

(16,454)
-
Changes in fair value of financial assets at
FVTOCI

-
679,930
Changes in other comprehensive income
(loss) of associates accounted for using
equity method

(237)
13,326
Other comprehensive loss transferred to
retained earnings due to the decrease of
percentage of ownership interest in the
investments accounted for using equity
method

-
848
Other comprehensive income transferred to
retained earnings due to disposal of
investments accounted for using equity
method

-
(22,885)
Income tax effect

-

(136,939)


Balance, September 30, 2021
$ (48,370)
$ (1,883,780)


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)
Total
$ (2,449,739)
(16,454)
679,930
13,089
848

(22,885)

(136,939)
$ (1,932,150)
$ 438,905
(6,989)

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

(2,196)

23,106
$ (1,496,880)
  • 32 -

e. Treasury stock

As of September 30, 2021, December 31, 2020 and September 30, 2020, TWM’s stocks held for the investment purposes by TCCI, TUI and TID, which are all wholly-owned by TWM, were 698,752 thousand shares, and the market values were $69,106,533 thousand, $69,106,533 thousand and $67,499,405 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.

f. Non-controlling interests

Beginning balance

Profit
Other comprehensive income
Exchange differences on translation
Unrealized gain on financial assets 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 for non-controlling interests of subsidiaries

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


2021
$ 6,625,112

1,322,734
(18,454)
18,339
8,749
735
(20,968)
(770,513)

$ 7,165,734
2020
$ 6,158,984
762,202

(7,886)
157
18,572
(1,491)

(3,344)

(655,043)
$ 6,272,151

22. OPERATING REVENUE

Revenue from contracts with
customers
Telecommunications and
value-added services

Sales revenue
Cable TV and broadband
services
Others
Other operating revenue

For the Three Months Ended
September 30
2021
2020
$ 11,330,022 $ 11,090,290
24,351,726
18,374,079
1,493,483
1,516,789
177,874
221,245

36,537

40,574

$ 37,389,642
$ 31,242,977
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2021
$ 11,330,022
24,351,726
1,493,483
177,874

36,537

$ 37,389,642


2021
$ 33,642,737
72,309,619
4,470,817
590,275

109,978

$ 111,123,426
2020
$ 33,522,591
55,681,851
4,523,868
586,214

122,771
$ 94,437,295

a. Contract information

Refer to Note 34 and to Note 4 to the consolidated financial statements for the year ended December 31, 2020.

  • 33 -

b. Contract balances

September 30,
2021

Contract assets
Bundle sales
$ 9,506,080
Less: Allowance for
impairment loss

(80,730)

$ 9,425,350

Current
$ 4,421,801
Non-current

5,003,549

$ 9,425,350
December 31,
2020
September 30,
2020
$ 8,441,819 $ 7,777,257

(71,687)

(66,031)

$ 8,370,132
$ 7,711,226

$ 4,617,051 $ 4,610,329

3,753,081

3,100,897

$ 8,370,132
$ 7,711,226
January 1,
2020
$ 8,366,531

(71,032)
$ 8,295,499
$ 4,832,043

3,463,456
$ 8,295,499

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

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

September 30,
2021
December 31,
2020
September 30,
2020
Contract liabilities
Telecommunications and
value-added services
$ 1,096,246 $ 1,289,917 $ 1,035,277
Sales of goods
87,625
36,981
36,578
Cable TV and broadband
services
630,751
656,162
666,547
Others

10,569

12,456

14,935

$ 1,825,191
$ 1,995,516
$ 1,753,337

Current
$ 1,735,296 $ 1,892,749 $ 1,701,749
Non-current

89,895

102,767

51,588

$ 1,825,191
$ 1,995,516
$ 1,753,337
January 1,
2020
$ 1,125,265

42,417

672,667

12,351
$ 1,852,700
$ 1,807,407

45,293
$ 1,852,700

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

c. Assets related to contract costs

September 30, December 31, September 30,
2021 2020 2020
Incremental costs of obtaining a
contract - non-current $ 1,766,592
$ 1,771,884
$ 1,780,975
  • 34 -

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. The amounts of amortization recognized for the three months ended September 30, 2021 and 2020 were $345,473 thousand and $406,298 thousand, respectively, and for the nine months ended September 30, 2021 and 2020 were $1,070,030 thousand and $1,331,557 thousand, respectively.

23. NON-OPERATING INCOME AND EXPENSES

  • a. Other gains and losses, net
Gain (loss) on disposal and
retirement of property, plant
and equipment, net

Gain on disposal of intangible
assets
Gain (loss) on disposal of
investments accounted for
using equity method
Valuation gain (loss) on
financial assets at fair value
through profit and loss
(FVTPL)
Gain (loss) on foreign
exchange, net
Others


Finance costs
Interest expense
Corporate bonds

Bank loans
Commercial papers payable
Lease liabilities
Others

For the Three Months Ended
September 30
2021
2020
$ (36,656)
$ (16,315)

-
-
(1,261)
15,365
278
-
3,995
(6,909)

687

788

$ (32,957)
$ (7,071)

For the Three Months Ended
September 30
2021
2020
$ 75,107
$ 72,346

38,152
41,660

16,402
15,083
18,924
20,993

6,694

6,940

$ 155,279
$ 157,022
For the Three Months Ended
September 30
2021
2020
$ (36,656)
$ (16,315)

-
-
(1,261)
15,365
278
-
3,995
(6,909)

687

788

$ (32,957)
$ (7,071)

For the Three Months Ended
September 30
2021
2020
$ 75,107
$ 72,346

38,152
41,660

16,402
15,083
18,924
20,993

6,694

6,940

$ 155,279
$ 157,022
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2021
2020
$ 20,542
$ (40,113)
-
8,800
97,791
73,859
278
(149)
(916)
(10,505)

1,691

375
$ 119,386
$ 32,267
For the Nine Months Ended
September 30



2021
$ 75,107

38,152

16,402
18,924

6,694

$ 155,279


2021
$ 217,054

110,014
56,830
58,995

20,164

$ 463,057
2020
$ 185,083
148,144
39,323
66,000

20,822
$ 459,372
  • b. Finance costs

  • 35 -

24. INCOME TAX

a. Income tax recognized in profit or loss

For the Three Months Ended
September 30
2021
2020
Current income tax expense
Current period
$ 781,393 $ 694,716
Prior years’ adjustment

-

(10,590)


781,393

684,126

Deferred income tax expense
Temporary differences

45,566

59,623

Income tax expense
$ 826,959
$ 743,749

Income tax recognized in other comprehensive income (loss)
For the Three Months Ended
September 30
2021
2020
Deferred income tax expense
(income)
Unrealized gain/loss on
financial assets at
FVTOCI
$ 22,551
$ (9,987)
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2021
2020
$ 2,242,353 $ 2,181,878

(367,768)

(18,313)

1,874,585

2,163,565

119,199

158,530
$ 1,993,784
$ 2,322,095
For the Nine Months Ended
September 30
2021
$ 136,939
2020
$ (23,106)
  • b. Income tax recognized in other comprehensive income (loss)

  • 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
TVC
TNH
TFN
TT&T
TCCI
TDS
TPIA
TFC
TUI
TID
TKT
TFNM
GFMT
GWMT
WTVB
Year
2018
2019
2019
2019
2019
2019
2019
2019
2019
2019
2018
2019
2019
2019
2017
2019
2019
2018

(Continued)

  • 36 -
Company
YJCTV
MCTV
PCTV
UCTV
GCTV
momo
FLI
FPI
FST
Bebe Poshe
Year
2017
2019
2017
2017
2017
2019
2019
2019
2019
2019
(Concluded)

25. EARNINGS PER SHARE

Basic EPS
Profit attributable to owners of the parent

Effect of dilutive potential 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 dilutive potential 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, 2021
For the Three Months Ended
September 30, 2021
Amount After
Income Tax
Weighted-
average Number
of Shares
(In Thousands)
EPS
(NT$)
$ 2,837,196
2,813,961
$ 1.00
-
2,821

1,402

6,637
$ 2,838,598

2,823,419
$ 1.00
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
  • 37 -
Basic EPS
Profit attributable to owners of the parent

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

Diluted EPS
Profit attributable to owners of the parent
(adjusted for potential effect of common stock)
For the Nine Months Ended
September 30, 2021
Amount After
Income Tax
Weighted-
average Number
of Shares
(In Thousands)
$ 8,509,716
2,813,768

-
3,624

4,276

6,831
$ 8,513,992

2,824,223

For the Nine Months Ended
September 30, 2020
EPS
(NT$)
$ 3.02
$ 3.01
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
EPS
(NT$)
$ 3.27
$ 3.25

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

26. CASH FLOW INFORMATION

Changes in liabilities arising from financing activities:

For the Nine Months Ended September 30, 2021


Lease liabilities (including
current and non-current
portions)
Opening
Balance
$ 9,036,955
Cash Flows
$ (3,045,491)
Non-cash Changes
New Leases
Others
$ 3,275,424
$ (90,584)
Ending
Balance
$ 9,176,304
New Leases
$ 3,275,424
  • 38 -

For the Nine Months Ended September 30, 2020


Lease liabilities (including
current and non-current
portions)
Opening
Balance
$ 9,650,389
Cash Flows
$ (3,005,624)
Non-cash Changes
New Leases
Others
$ 2,598,741
$ (258,296)
Ending
Balance
$ 8,985,210

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,
2021
Financial assets
Financial assets at FVTPL (including current
and non-current portions)
$ 36,557
Financial assets at FVTOCI (including
current and non-current portions)
3,794,138
Financial assets measured at amortized cost
(including current and non-current
portions) (Note 1)

24,125,355

Total
$ 27,956,050

Financial liabilities
Financial liabilities measured at amortized
cost (including current and non-current
portions) (Note 2)
$ 98,983,730
December 31,
2020
September 30,
2020
$ - $ -

2,535,192
3,558,808

21,990,185

21,266,331
$ 24,525,377
$ 24,825,139
$ 93,671,945
$ 93,581,134
  • 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 long-term and short-term borrowings, commercial papers payable, notes and accounts payable, other payables, other financial liabilities (classified as other current liabilities), bonds payable and guarantee deposits, which were financial liabilities measured at amortized cost.

  • 39 -

  • b. Fair value of financial instruments

  • 1) Financial instruments not measured at fair value

Except for the table below, the Group considers that the carrying amount 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, 2021
Carrying
Amount
Fair Value
$ 38,008,468 $ 38,410,045
December 31, 2020
Carrying
Amount
Fair Value
$ 35,605,253 $ 35,885,879
September 30, 2020
Carrying
Amount
Fair Value
$35,602,395$35,811,727

The fair value of bonds payable is measured by Level 2 inputs, using a volume-weighted average price on the TPEx 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, 2021
Financial assets at FVTPL
Equity instruments
Foreign unlisted stocks

Limited partnerships



Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Foreign unlisted stocks
Limited partnerships

Level 1
$ -

-

$ -

$ 1,582,532
-
-

-

$ 1,582,532
Level 2
$ -

-

$ -

$ -

-

19,180

-

$ 19,180
Level 3
$ 1,813

34,744

$ 36,557

$ -

674,224

806,289

711,913

$ 2,192,426
Total
$ 1,813

34,744
$ 36,557
$ 1,582,532

674,224

825,469

711,913
$ 3,794,138
  • 40 -

December 31, 2020


Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Foreign unlisted stocks
Limited partnerships


September 30, 2020

Financial assets at FVTOCI
Equity instruments
Domestic listed stocks

Domestic unlisted stocks
Foreign unlisted stocks
Limited partnerships

Level 1
$ 1,218,340
-
-

-

$ 1,218,340

Level 1
$ 2,530,167
-
-

-

$ 2,530,167
Level 2
$ -

-

8,533

-

$ 8,533

Level 2
$ -

-

3,609

-

$ 3,609
Level 3
$ -

657,756

400,736

249,827

$ 1,308,319

Level 3
$ -

651,898

30,799

342,335

$ 1,025,032
Total
$ 1,218,340

657,756

409,269

249,827
$ 2,535,192
Total
$ 2,530,167

651,898

34,408

342,335
$ 3,558,808

There was no transfer between the fair value measurements of Levels 1 and 2 for the nine months ended September 30, 2021 and 2020.

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 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 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 was mainly referenced to the same type of companies through the market approach or asset approach. The unobservable input was the liquidity discount rate, which ranged from 15.1% to 31.7%, 10.7% to 25% and 20% to 25% as of September 30, 2021, December 31, 2020 and September 30, 2020, respectively.

  • 41 -

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 was liquidity discount rate, which was estimated to be 27.6%, 33.5% and 33.5% as of September 30, 2021, December 31, 2020 and September 30, 2020, respectively.

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

For the Nine Months Ended September 30, 2021

Financial Assets Financial Assets Financial Assets Financial Assets
at FVTPL - at FVTOCI -
Equity Equity
Instruments Instruments
Balance at January 1, 2021
$ -
$ 1,308,319
Additions 36,279 560,678
Recognized in profit or loss (gain on financial assets at
FVTPL) 278 -
Recognized in other comprehensive income (unrealized gain
on financial assets at FVTOCI) - 563,375
Transferred out of Level 3 (Note)
-
(239,946)
Balance at September 30, 2021
$ 36,557
$ 2,192,426
Note:
Because certain equity investment’s quoted price (unadjusted) in active
markets became
available, its fair value hierarchy was transferred from Level 3 to Level 1.
For the Nine Months Ended September 30, 2020
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

Note: Because certain equity investment’s quoted price (unadjusted) in active markets became available, its fair value hierarchy was transferred from Level 3 to Level 1.

  • c. Financial risk management

  • 1) The Group’s major financial instruments include equity investments, trade receivables, trade payables, commercial papers 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.

  • 42 -

  • 2) Risk management framework

  • a) Decision-making mechanism

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

  • b) Risk management policies

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

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

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

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

  • c) Monitoring mechanism

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

3) Credit risk

Credit risk refers to the risk that a counterparty would default on its contractual obligations, resulting in a financial loss to the Group. The maximum credit exposure of the aforementioned financial instruments is equal to their carrying amounts recognized in the 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.

  • 43 -

The Group manages and maintains a 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, 2021, December 31, 2020 and September 30, 2020, the Group had unused bank facilities of $47,710,377 thousand, $65,511,976 thousand and $60,625,319 thousand, respectively.

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

September 30, 2021
Unsecured loans

Secured loans
Commercial papers
payable
Bonds payable
Lease liabilities
Other non-current
liabilities


December 31, 2020
Unsecured loans

Secured loans
Commercial papers
payable
Bonds payable
Lease liabilities
Other non-current
liabilities


September 30, 2020
Unsecured loans

Secured loans
Commercial papers
payable
Bonds payable
Lease liabilities
Other non-current
liabilities

Contractual
Cash Flows
Within 1 Year
$ 22,369,290 $ 22,369,290
2,548,266
341,412
12,897,827
6,342,224
39,437,710
823,330
9,295,943
3,646,501

511,875

73,125

$ 87,060,911
$ 33,595,882

$ 11,818,822 $ 11,818,822
2,736,728
347,574
20,831,278
14,242,137
37,221,840
912,080
9,163,237
3,574,784

585,000

73,125

$ 82,356,905
$ 30,968,522

$ 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

585,000

73,125

$ 84,205,990
$ 38,652,577
1-5 Years
$ -

2,206,854

6,555,603

20,877,880

5,442,958

292,500

$ 35,375,795

$ -

2,389,154

6,589,141

20,997,760

5,501,261

292,500

$ 35,769,816

$ -

2,503,209

-

21,634,960

5,537,113

292,500

$ 29,967,782
More Than 5
Years
$ -

-

-

17,736,500

206,484

146,250
$ 18,089,234
$ -

-

-

15,312,000

87,192

219,375
$ 15,618,567
$ -

-

-

15,312,000

54,256

219,375
$ 15,585,631
  • 44 -

5) Market risk

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

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

a) Exchange rate risk

The Group mainly operates in Taiwan, except for international roaming services. Most of the operating revenue 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
September 30, 2021
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 43,319
27.795
$ 1,204,093
1,214
32.43
39,358
27,480
4.295
118,028
55,937
27.795
1,554,759
127,659
4.295
548,295
5,371
3.571
19,180
166,052
0.828
137,557
12,934
27.795
359,537
51
32.43
1,668
3,121
3.571
11,145
23,139
0.25
5,780
  • 45 -
Foreign currency assets
Monetary items
USD

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

EUR
RMB
Non-monetary items
USD
RMB
HKD
THB
Foreign currency liabilities
Monetary items
USD
EUR
HKD
JPY
December 31, 2020
Foreign
Currencies
Exchange Rate
New Taiwan
Dollars
$ 52,099
28.48
$ 1,483,792
1,021
34.94
35,666
25,768
4.372
112,657
22,843
28.48
650,563
138,695
4.372
606,376
2,323
3.673
8,533
201,029
0.956
192,103
9,931
28.48
282,855
61
34.94
2,142
5,751
3.673
21,122
29,867
0.276
8,234
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

Refer to Note 23(a) 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, 2021 and 2020. 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.

  • 46 -

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 $49,167 thousand and $71,249 thousand for the nine months ended September 30, 2021 and 2020, respectively.

b) Interest rate risk

The Group issued unsecured straight corporate bonds and signed facility agreements with financial institutions 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,
2021 2020 2020
Fair value interest rate risk
Financial assets $ 6,906,105 $ 5,218,262 $ 6,373,896
Financial liabilities 82,433,029 76,502,983 77,946,576
Cash flow interest rate risk
Financial assets 7,521,980 6,486,835 4,986,376
Financial liabilities 2,433,463 2,586,036 3,086,862

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/decreased 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/decreased by $19,082 thousand and increased by $7,123 thousand for the nine months ended September 30, 2021 and 2020, 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), net income would have decreased by $1,828 thousand since the fair value of financial assets at FVTPL decreased for the nine months ended September 30, 2021. Other comprehensive income would have decreased by $189,707 thousand and $177,940 thousand since the fair value of financial assets at FVTOCI decreased for the nine months ended September 30, 2021 and 2020, respectively.

  • 47 -

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

GHS AppWorks AppWorks Fund III kbro Media M.E. TV Direct TPE Beijing Global JiuSha Media Technology Co., Ltd. GHS Trading Ltd. Beijing YueShih JiuSha Media Technology Co., Ltd. Citruss Saudi Trading Company LLC AppWorks School Co., Ltd. Good Image Co., Ltd. TVD Shopping

Fubon Life Insurance Co., Ltd. (Fubon Life) Fubon Insurance Co., Ltd. (Fubon Ins.) Fubon Securities Investment Trust Co., Ltd. Fubon Sports & Entertainment Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. (TFCB) Fubon Financial Holding Co., Ltd. Fubon Life Insurance (HK) Ltd. Fubon Securities Co., Ltd. Fubon Futures Co., Ltd. Fubon Investment Services Co., Ltd. Fubon Marketing Co., Ltd. Fu-Sheng Insurance Agency Co., Ltd. Fubon Insurance Agency Co., Ltd. Fubon Financial Venture Capital Co., Ltd. Fubon Gymnasium Co., Ltd. Fubon Asset Management Co., Ltd. One Production Film Co., Ltd. Fubon Bank (China) Co., Ltd. Fubon Land Development Co., Ltd. Fubon Property Management Co., Ltd. Fubon Real Estate Management Co., Ltd. Fubon Hospitality Management Co., Ltd. TFB Capital Co., Ltd.

Nature of Relationship

Associate Associate Associate Associate Associate Associate Associate (not a related party since the first quarter of 2021) Associate (subsidiary of GHS) Associate (subsidiary of GHS) Associate (subsidiary of GHS) Associate (subsidiary of GHS) Associate (subsidiary of AppWorks) Associate (subsidiary of kbro Media) Associate (subsidiary of TV Direct, not a related party since the fourth quarter of 2020) Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party (formerly known as Fu-Sheng Life Insurance Agency Co., Ltd.) Other related party (formerly known as Fu-Sheng General Insurance Agency Co., Ltd.) Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party

(Continued)

  • 48 -

Nature of Relationship

Related Party

P. League+ Co., Ltd. Other related party Jih Sun Financial Holding Co., Ltd. Other related party Jih Sun Securities Co., Ltd. Other related party Jih Sun International Bank, Ltd. Other related party Jih Sun Life Insurance Agent Co., Ltd. Other related party Jih Sun Futures Co., Ltd. Other related party Jih Sun Securities Investment Consulting 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 (not a related party since the third quarter of 2021) Dai-Ka Ltd. Other related party Chen Feng Investment Ltd. Other related party Chen Yun Co., Ltd. Other related party Xi Guo Co., Ltd. Other related party Cho Pharma Inc. Other related party Dun Fu Industrial Corporation Limited Other related party kbro Co., Ltd. (kbro) Other related party Daanwenshan CATV Co., Ltd. Other related party North Taoyuan CATV Co., Ltd. Other related party Yangmingshan CATV Co., Ltd. Other related party Hsin Taipei CATV Co., Ltd. Other related party Chinpingtao CATV Co., Ltd. Other related party Hsintangcheng CATV Co., Ltd. Other related party Chuanlien CATV Co., Ltd. Other related party Chen Tao Cable TV Co., Ltd. Other related party Fengmeng Cable TV Co., Ltd. Other related party Hsinpingtao CATV Co., Ltd. Other related party Kuansheng CATV Co., Ltd. Other related party Nantien CATV Co., Ltd. Other related party Taiwan Win TV Media Co., Ltd. Other related party Taiwan Mobile Foundation (TMF) Other related party Taipei New Horizon Foundation (TNHF) Other related party Fubon Cultural & Educational Foundation Other related party Fubon Charity Foundation Other related party Fubon Art Foundation Other related party Taipei Fubon Bank Charity Foundation Other related party Taipei New Horizon Management Agency Other related party Key management Chairman, director, president, vice president, etc.

(Concluded)

  • 49 -

c. Significant transactions with related parties

  • 1) Operating revenue
Associates

Other related parties

For the Three Months Ended
September 30
2021
2020
$ 3,792
$ 11,854


413,479

245,257

$ 417,271
$ 257,111
For the Three Months Ended
September 30
2021
2020
$ 3,792
$ 11,854


413,479

245,257

$ 417,271
$ 257,111
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2021
$ 3,792


413,479

$ 417,271


2021
$ 9,740

1,152,814

$1,162,554
2020
$ 41,443

658,647
$ 700,090

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
2021
2020
$ 349
$ 207,564


250,309

87,302

$ 250,658
$ 294,866
For the Three Months Ended
September 30
2021
2020
$ 349
$ 207,564


250,309

87,302

$ 250,658
$ 294,866
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30


2021
$ 349


250,309

$ 250,658


2021
$ 129,139


581,785

$ 710,924
2020
$ 595,819

214,835
$ 810,654

The entities mentioned above provide logistics, copyright, broadcast, broadband, and other services. The transaction terms with related parties were not significantly different from those with third parties.

  • 3) Receivables due from related parties
Related Party September 30, September 30, December 31, December 31, September 30, September 30,
Account Categories 2021 2020 2020
Accounts receivable Associates $ 690
$ 2,266
$ 12,147
Accounts receivable Other related parties 383,255
176,565
156,518
$ 383,945
$ 178,831
$ 168,665
Other receivables Associates $ -
$ 63,244
$ 54,821
Other receivables Other related parties 90,937
111,681
135,826
$ 90,937
$ 174,925
$ 190,647

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

  • 50 -

4) Payables due to related parties

5)
6)
7)
8)
Account
Related Party
Categories
September 30,
2021
December 31,
2020
September 30,
2020
Notes and accounts
payable
Associates
$ 76
$ 99,281
$ 86,157
Notes and accounts
payable
Other related parties
325,197

61,275

52,444
$ 325,273
$ 160,556
$ 138,601
Other payables
Other related parties$ 39,072
$ 22,952
$ 19,947
Prepayments
September 30,
2021
December 31,
2020
September 30,
2020
Other related parties
$ 35,849
$ 10,353
$ 31,719
Bank deposits, time deposits and other financial assets (including current and non-current portions)
September 30,
2021
December 31,
2020
September 30,
2020
Other related parties
TFCB
$ 1,975,624
$ 1,807,422
$ 1,586,147
Others

13,494

24,798

24,837
$ 1,989,118
$ 1,832,220
$ 1,610,984
Acquisition of investments accounted for using equity method
Related Party Transaction
Transaction
Period
Shares
(In Thousands) Purchase Price
Contributions to AppWorks Fund III’s
capital increase
First three
quarters of 2021
18,769
$ 192,205
First three
quarters of 2020
33,000
$ 330,000
Acquisition of property, plant and equipment
For the Nine Months Ended September 30, 2021
Purchase Price
Other related parties
$ 17,760
  • 51 -

9) Others

September 30,
2021
December 31,
2020
September 30,
2020
Guarantee deposits
Other related parties
$ 62,165
$ 60,135
$ 60,040



Other current liabilities - receipts under
custody
Other related parties
$ 150,524
$ 150,528
$ 127,749
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021
2020
2021
2020
Operating expenses
Associates
$ 690
$ 1,319
$ 13,164
$ 1,773
Other related parties
TMF
6,000
4,800
17,100
15,650
TNHF
-
-
5,000
5,000
TFCB
60,178
47,217
172,597
142,455
Others

58,026

32,325

185,588

126,973
$ 124,894
$ 85,661
$ 393,449
$ 291,851
Other income
Associates
$ 11,112
$ 6,878
$ 11,112
$ 6,878
Other related parties
TFCB

8,136

16,219

24,702

47,427
$ 19,248
$ 23,097
$ 35,814
$ 54,305
September 30,
2021
December 31,
2020
September 30,
2020
Guarantee deposits
Other related parties
$ 62,165
$ 60,135
$ 60,040



Other current liabilities - receipts under
custody
Other related parties
$ 150,524
$ 150,528
$ 127,749
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021
2020
2021
2020
Operating expenses
Associates
$ 690
$ 1,319
$ 13,164
$ 1,773
Other related parties
TMF
6,000
4,800
17,100
15,650
TNHF
-
-
5,000
5,000
TFCB
60,178
47,217
172,597
142,455
Others

58,026

32,325

185,588

126,973
$ 124,894
$ 85,661
$ 393,449
$ 291,851
Other income
Associates
$ 11,112
$ 6,878
$ 11,112
$ 6,878
Other related parties
TFCB

8,136

16,219

24,702

47,427
$ 19,248
$ 23,097
$ 35,814
$ 54,305
September 30,
2021
December 31,
2020
September 30,
2020
Guarantee deposits
Other related parties
$ 62,165
$ 60,135
$ 60,040



Other current liabilities - receipts under
custody
Other related parties
$ 150,524
$ 150,528
$ 127,749
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021
2020
2021
2020
Operating expenses
Associates
$ 690
$ 1,319
$ 13,164
$ 1,773
Other related parties
TMF
6,000
4,800
17,100
15,650
TNHF
-
-
5,000
5,000
TFCB
60,178
47,217
172,597
142,455
Others

58,026

32,325

185,588

126,973
$ 124,894
$ 85,661
$ 393,449
$ 291,851
Other income
Associates
$ 11,112
$ 6,878
$ 11,112
$ 6,878
Other related parties
TFCB

8,136

16,219

24,702

47,427
$ 19,248
$ 23,097
$ 35,814
$ 54,305
September 30,
2021
December 31,
2020
September 30,
2020
Guarantee deposits
Other related parties
$ 62,165
$ 60,135
$ 60,040



Other current liabilities - receipts under
custody
Other related parties
$ 150,524
$ 150,528
$ 127,749
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021
2020
2021
2020
Operating expenses
Associates
$ 690
$ 1,319
$ 13,164
$ 1,773
Other related parties
TMF
6,000
4,800
17,100
15,650
TNHF
-
-
5,000
5,000
TFCB
60,178
47,217
172,597
142,455
Others

58,026

32,325

185,588

126,973
$ 124,894
$ 85,661
$ 393,449
$ 291,851
Other income
Associates
$ 11,112
$ 6,878
$ 11,112
$ 6,878
Other related parties
TFCB

8,136

16,219

24,702

47,427
$ 19,248
$ 23,097
$ 35,814
$ 54,305





2021
$ 13,164

17,100
5,000
172,597

185,588

$ 393,449

$ 11,112


24,702

$ 35,814
2020
$ 1,773
15,650
5,000
142,455

126,973
$ 291,851
$ 6,878

47,427
$ 54,305

10) Lease arrangements

Acquisition of right-of-use assets

Other related parties
Fubon Life

Others


Lease liabilities (including current and non-current portions)
September 30,
2021
Other related parties
$ 725,856
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2021 2020
$ 378,571
$ 4,326

12,767

-
$ 391,338
$ 4,326
December 31,
2020
September 30,
2020
$ 440,183
$ 463,053

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

  • 52 -

  • 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
For the Three Months Ended
September 30
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2021
2020
$ 236,394
$ 220,374

7,895

6,792
$ 244,289
$ 227,166
For the Nine Months Ended
September 30
2021
2020
$ 236,394
$ 220,374

7,895

6,792
$ 244,289
$ 227,166
For the Nine Months Ended
September 30
2021
2020
$ 236,394
$ 220,374

7,895

6,792
$ 244,289
$ 227,166


2021
$ 82,307


1,085

$ 83,392
2020
$ 75,740


957

$ 76,697
2021
$ 236,394


7,895

$ 244,289
2020
$ 220,374

6,792
$ 227,166

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,
2021 2020 2020
Other current financial assets $ 156,739
$ 169,230
$ 162,453
Service concessions 6,657,295 6,791,334 6,836,014
Other non-current financial assets 356,141
355,432
307,067
$ 7,170,175
$ 7,315,996
$ 7,305,534

31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • a. Unrecognized commitments
September 30,
2021

Purchases of property, plant and equipment$ 7,193,675

Purchases of inventories and sales
commitments
$ 11,142,817
December 31,
2020
September 30,
2020
$ 8,695,105
$ 13,739,178
$ 5,500,331
$ 2,987,843

As of September 30, 2021, December 31, 2020 and September 30, 2020, the amounts of lease commitments commencing after the balance sheet dates were $1,772,116 thousand, $619,099 thousand and $686,143 thousand, respectively.

  • b. As of September 30, 2021, December 31, 2020 and September 30, 2020, the amounts of endorsements and guarantees provided to entities in the Group were $24,750,000 thousand, $21,550,000 thousand, and $21,550,000 thousand, respectively.

  • c. 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.

  • 53 -

  • 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 would be paid with additional business tax from the signing date of the supplemental agreement; thus, the concession was increased by $48,750 thousand. The rest of the concession will be paid over 14 years from fiscal year 2015. As of September 30, 2021, $813,719 thousand (tax included) of the concession had been paid.

  • 3) Performance guarantee:

As of September 30, 2021, 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.

  • d. 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

  • 54 -

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 judgment) 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 judgment) 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
2021
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 671,432 $ 1,332,080 $ 2,003,512

60,613
119,559
180,172
29,745
58,056
87,801
31,541
65,033
96,574
2,819,374
247,448 3,066,822
1,161,242
385,183 1,546,425
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
Employee benefits
Salary

Insurance expenses
Pension
Others
Depreciation

Amortization
**For the Nine Months ** Ended September 30
2021
Classified as
Operating
Costs
Classified as
Operating
Expenses
Total
$ 1,978,041 $ 3,951,197 $ 5,929,238

178,676
358,955
537,631
87,564
173,542
261,106
92,820
200,999
293,819
8,377,627
757,576 9,135,203
3,458,297 1,189,318 4,647,615
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

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 $97,564 thousand, $87,896 thousand, $278,966 thousand and $285,986 thousand, and remuneration to directors were $9,757 thousand, $8,790 thousand, $27,897 thousand and $28,599 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, 2021 and 2020, respectively.

  • 55 -

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

The employees’ compensation and remuneration of directors of 2020 and 2019 shown below were approved by the Board of Directors on February 25, 2021 and February 21, 2020, respectively. The differences with the amounts recognized in the consolidated financial statements have been adjusted in 2021 and 2020, 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
2020
Employees’
Compensation
Paid in Cash
Remuneration
of Directors
$ 390,869
$ 39,087

$ 351,782
$ 35,178
2019
Employees’
Compensation
Paid in Cash
Remuneration
of Directors
$ 437,880
$ 43,788
$ 394,092
$ 39,409

Information on the employees’ compensation and remuneration of directors approved by the Board of Directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

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

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 or 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 investments in mainland China): Table 8 (attached)

  • 56 -

  • 10) Trading in derivative instruments: None

  • 11) Business relationships between the parent and the subsidiaries and significant intercompany transactions: Table 9 (attached)

  • c. Information on investments 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: None

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

34. SEGMENT INFORMATION

Segment Revenue and Operating Results

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, mobile phone sales and fixed-line services.

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

Cable Television: providing pay TV and cable broadband services.

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

Adjustments Adjustments
For the Three Months Telecommuni- Cable and
Ended September 30, 2021 cations Retail Television Others Eliminations Total
Operating revenue
$ 15,508,522
$ 20,907,386 $

1,561,735 $
132,765 $ (720,766 ) $ 37,389,642
Operating costs and expenses 13,005,648
19,974,598
1,016,448 91,791 (685,050 )
33,403,435
Operating income 2,722,144
958,234
545,108 40,974 (48,571 )
4,217,889
Adjustments
For the Three Months Telecommuni- Cable and
Ended September 30, 2020 cations Retail Television Others Eliminations Total
Operating revenue
$ 14,435,094
$ 15,582,993 $

1,561,796 $
150,212 $ (487,118 ) $ 31,242,977
Operating costs and expenses 11,715,349
15,149,752
1,009,401 95,424 (446,108 )
27,523,818
Operating income 2,831,427
457,698
551,297 55,899 (53,563 )
3,842,758
Adjustments
For the Nine Months Telecommuni- Cable and
Ended September 30, 2021 cations Retail Television Others Eliminations Total
Operating revenue
$ 46,477,035
$ 61,526,877 $

4,662,880 $
407,154 $ (1,950,520 ) $ 111,123,426
Operating costs and expenses 39,419,075
58,687,104
3,023,025 287,710 (2,019,330 )
99,397,584
Operating income 7,418,466
2,906,108
1,639,317 119,802 31,426
12,115,119

(Continued)

  • 57 -
Adjustments
For the Nine Months Telecommuni- Cable and
Ended September 30, 2020 cations Retail Television Others Eliminations Total
Operating revenue
$ 44,411,377
$ 46,522,804 $

4,646,217 $
421,787 $ (1,564,890 ) $ 94,437,295
Operating costs and expenses 35,474,621
45,113,757
2,969,343 286,004
(1,611,595 )

82,232,130
Operating income 9,156,800
1,480,605
1,673,801 136,894
9,335

12,457,435

(Concluded)

Geographical information

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

Consolidated geographic information for revenue was as follows:

Taiwan, ROC

Overseas

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


2021
$ 109,427,404

1,696,022

$ 111,123,426
2020
$ 92,613,487
1,823,808
$ 94,437,295
  • 58 -

TABLE 1

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

FINANCING EXTENDED TO OTHER PARTIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(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
$ 388,000

341,000
0.86856%-0.86900%
1.16867%
Short-term financing
Short-term financing
$ -

-
Operation requirements
Operation requirements
$ -
-
-
-
$ -
-
$ 31,943,096

31,943,096
$ 31,943,096

31,943,096
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
2,500,000
1,200,000

3,800,000

100,000

2,500,000

1,200,000

2,775,000

-

840,000

720,000
0.86867%-0.87033%
-
0.86856%-0.87178%
0.86856%-0.87033%
Short-term financing
Short-term financing
Short-term financing
Short-term financing

-

-

-

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

8,579,541

8,579,541

8,579,541

8,579,541

8,579,541

8,579,541

8,579,541

8,579,541
Note 2
Note 2
Note 2
Note 2
3 TVC TWM Other receivables Yes 600,000
450,000

450,000
0.86867% Short-term financing
-
Operation requirements - - -
1,026,797

1,026,797
Note 2
4 TFN TWM
TCC
Other receivables
Other receivables
Yes
Yes
11,000,000
700,000

11,000,000

700,000

7,913,000

341,000
0.86856%-0.86900%
0.86867%
Short-term financing
Short-term financing

-

-
Operation requirements
Operation requirements
-
-
-
-
-
-

20,590,031

20,590,031

20,590,031

20,590,031
Note 2
Note 2
5 YJCTV TFNM Other receivables Yes 60,000
30,000

20,000
0.86900% Transactions 429,440 - - - -
429,440

429,440
Notes 3 and 4
6 PCTV TFNM Other receivables Yes 520,000
520,000

520,000
0.86900% Transactions 532,315 - - - -
532,315

532,315
Notes 3 and 4
7 GCTV TFNM Other receivables Yes 250,000
250,000

250,000
0.86900% Short-term financing
-
Repayment of financing
-
- -
280,794

280,794
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.

  • 59 -

TABLE 2

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

ENDORSEMENT/GUARANTEE PROVIDED TO OTHER PARTIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(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
TVC
Note 2
Note 2
Note 2
$ 42,000,000
313,800
4,350,000
$ 21,500,000
50,000
3,200,000
$ 21,500,000
50,000
3,200,000
$ 6,500,000
50,000
-
$ -
-
-
34.46
0.08
5.13
$ 62,396,797
62,396,797
62,396,797
Y
Y
Y
N
N
N
N
N
N
Note 3
Note 3
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.

  • 60 -

TABLE 3

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES) SEPTEMBER 30, 2021

(In Thousands of New Taiwan Dollars)

Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account At the End of the Period At the End of the Period Note
Units/Shares
(In Thousands)
Carrying
Amount
Percentage of
Ownership
(%)
Fair Value
TWM
TCC
WMT
TVC
TCCI
TUI
TID
Stock
Chunghwa Telecom Co., Ltd.
Asia Pacific Telecom Co., Ltd.
LINE Bank Taiwan Limited
Bridge Mobile Pte. Ltd.
Limited Partnerships
Grand Academy Investment, L.P.
Starview Heights Investment, L.P.
Stock
Arcoa Communication Co., Ltd.
Limited Partnerships
The Last Thieves, L.P.
Stock
17LIVE INC.
91APP, Inc.
Stampede Entertainment, Inc.
TIKI GLOBAL PTE. LTD.
Limited Partnerships
Pioneer Fund II L.P.
Stock
TWM
Great Taipei Broadband Co., Ltd.
Stock
TWM
Stock
TWM
-
-
-
-
-
-
-
-
-
-
-
-
-
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
Non-current financial assets at FVTPL
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTPL
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
2,174
97,171
50,000
800
-
-
6,998
-
38
2,500
1,333
760
-
200,497
10,000
410,665
87,590
$ 240,173
794,859
432,698
28,030
706,104
5,809
111,201
-
1,813
547,500
222,360
555,899
34,744
19,829,130
37,367
40,614,796
8,662,607
0.028
2.25
5
10
21.67
21.67
5.21
7.14
0.013
2.07
8.45
3.17
21.83
5.71
6.67
11.69
2.49
$ 240,173
794,859
432,698
28,030
706,104
5,809
111,201
-
1,813
547,500
222,360
555,899
34,744
19,829,130
37,367
40,614,796
8,662,607


Note 1
Note 1
Note 1




Note 1



(Continued)

  • 61 -
Investing Company Marketable Securities Type and Name Relationship with the
Securities Issuer
Financial Statement Account At the End of the Period At the End of the Period Note
Units/Shares
(In Thousands)
Carrying
Amount
Percentage of
Ownership
(%)
Fair Value
TFNM
momo
Limited Partnerships
Dragon Tiger Capital Partners Limited -
Class B
Dragon Tiger Capital Partners Limited -
Class C
Stock
Media Asia Group Holdings Limited
We Can Medicines Co., Ltd.
-
-
-
-
Non-current financial assets at FVTOCI
Non-current financial assets at FVTOCI
Current financial assets at FVTOCI
Non-current financial assets at FVTOCI
0.2
0.0335
4,367
3,140
$ -
-
19,180
92,958
0.33
0.056
0.15
7.85
$ -
-
19,180
92,958

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)

  • 62 -

TABLE 4

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED OR 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, 2021

(In Thousands of New Taiwan Dollars)

Company Name Type and Name of
Marketable
Securities
Financial Statement
Account
Counterparty 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
(Note 1)
Units/Shares
(In Thousands)
Amount
(Note 2)
TWM
TVC
momo
TVC
TIKI GLOBAL PTE.
LTD.
TPE
Investments accounted
for using equity
method
Non-current financial
assets at FVTOCI
Investments accounted
for using equity
method

-
-

Note 3
Subsidiary
-
Note 3
160,500
-
14,793
$ 1,587,474
-
386,414
57,000
760
-
$ 570,000
560,678
-
-
-
14,793
$ -
-
466,547
$ -

-

410,229
$ -

-

99,052
217,500
760
-
$ 2,566,994
555,899
-

Note 1: The amounts included capital surplus derecognized and other comprehensive income transferred in.

Note 2: The ending balance included the relevant adjustments to investments accounted for using equity method and financial assets.

Note 3: Sold on the open market.

  • 63 -

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, 2021

(In Thousands of New Taiwan Dollars)

Buyer Property Event Date Transaction
Amount
Payment Status Counterparty Relationship Information on Previous Title Transfer If Counterparty Information on Previous Title Transfer If Counterparty Information on Previous Title Transfer If Counterparty Is A Related Party Pricing Reference Purpose of
Acquisition
Other Terms
**Property Owner ** Relationship Transaction Date Amount
momo Warehousing logistics
construction
Land
May 5, 2021
September 3, 2021
$ 2,276,190

1,321,137
momo has paid $33,965
thousand. The
remaining amount will
be settled in monthly
instalments after the
acceptance.
momo has paid $132,114
thousand. The
remaining amounts will
be settled in accordance
with the contract.
Li Jin Engineering
Co., Ltd.
Tung Chin Textile
Co., Ltd.
-
-
-
-
-
-
-
-
$ -
-
Budget commitments had
been approved by the
Board of Directors, and
determined by price
comparison and price
negotiation
Determined by the
professional appraisal
report and market
conditions
Business
development
needs
Set up a central
logistics center
for operational
needs
None
None
  • 64 -

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, 2021

(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
TWM&TDS
TFN
TT&T
TPIA
TFNM
MCTV
WTVB
momo
TFN
TPIA
TKT
momo
Fubon Ins.
TFNM
Fubon Life
kbro
TWM
Fubon Ins.
YJCTV
PCTV
UCTV
GCTV
Dai-Ka Ltd.
kbro
FSL
MFS
kbro
TPE
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Other related party
Fellow subsidiary
Other related party
Other related party
Ultimate parent
Other related party
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Other related party
Other related party
Subsidiary
Subsidiary
Other related party
Associate
Sale
Purchase
Sale
Purchase
Sale
Purchase
Sale
Sale
Sale
Sale
Sale
Sale
Channel leasing fee
Channel leasing fee
Channel leasing fee
Channel leasing fee
Royalty for copyright
Sale
Purchase
Purchase
Purchase
Purchase
$ 136,069
3,081,855
139,708
289,306
1,558,905
169,930
178,920
133,975
104,388
264,255
746,310
224,125
288,830
367,971
162,463
132,434
116,042
170,259
259,325
102,751
103,242
127,694
-
10
-
1
4
1
-
2
2
4
90
92
11
14
6
5
51
22
-
-
-
-
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
Based on contract terms
-
-
-
-
-
-
-
-
-
-
-
-
Note 1
Note 1
Note 1
Note 1
Note 1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1
Note 1
Note 1
Note 1
Note 1
-
-
-
-
-
$ 29,454
(422,223 )
72,043
(89,866 )
231,812
(23,292 )
46,414
32,580
16,018
61,602
85,105
87,500
-
-
-
-
(168,651 )
99,318
(81,701 )
(13,516 )
(84,697 )
-
-
Note 2
1
3
4
1
1
3
2
6
91
87
-
-
-
-
94
10
1
-
1
-
Note 3
Note 3
Note 4

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.

Note 4: TPE has not been a related party since the first quarter of 2021.

  • 65 -

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, 2021

(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
TVC
TFN
PCTV
GCTV
momo
momo
TWM
TFC
TWM
TFNM
WTVB
TWM
TWM
TCC
TFNM
TFNM
TFCB
Subsidiary
Parent
Subsidiary
Parent
Subsidiary
Subsidiary
Parent
Ultimate parent
Parent
Parent
Parent
Other related party
Accounts receivable
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Accounts receivable
Other receivables
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
Accounts receivable
Other receivables
$ 231,812
389,290
342,627
2,778,609
841,259
722,593
451,596
428,991
8,006,975
342,209
7,845
521,175
3,388
250,550
20,517
88,993
7.2
9.01
6.39
6.32
Note
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 226,496
1,227
1,627
786
140,210
2,376
271,596
376,965
58,042
1,209
3,838
41
1,608
5
20,509
88,993
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note: Not applicable due to the transaction partners and the nature of transactions.

  • 66 -

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, 2021

(In Thousands of New Taiwan Dollars)

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance at the End of the Period Balance at the End of the Period Balance at the End of the Period Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
September 30,
2021
December 31,
2020
Shares (In
Thousands)
Percentage of
Ownership
(%)
Carrying
Amount
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
TWMFM
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
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 services
Property insurance agent
Cloud and information services
Type II telecommunications business
Investment
Investment
TV program provider
Wholesale and retail sales
Film production
Venture capital
Investment
Investment
Digital music services
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 services, and
entertainment
Livestreaming artists management services and
digital media production
$ 40,397,288
16,871,894
2,175,000
1,918,655
235,000
Note 2
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
300
522,205
22,314,609
3,603,149
156,900
2,061,522
510,724
3,261,073
1,986,250
1,221,002
341,250
27,000
$ 40,397,288
16,871,894

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
22,314,609

3,603,149

156,900

2,061,522

510,724

3,261,073

1,986,250

1,221,002

341,250

27,000

502,970

42,065

217,500

191,866

1,275
Note 2

2,100,000

2,484

-

154,721

2,500

500

20,000

230,921

1,500

8,945

18,177

81,961

30

51,769

400

104,712

14,700

33,940

6,248

68,090

169,141

51,733

21,994

460
100
100
100
49.9
51
Note 2
100
100
100
100
100
100
100
100
100
100
100
45.01
100
20.14
100
100
100
100
29.53
100
99.22
92.38
33.58
15
$ 17,945,285
21,448,637
2,566,994
1,893,058
285,115
Note 2
51,476,040
96,887
220,783
27,124,322
101,020
80,010
180,459
6,587,056
17,164
97,446
287,857
10,093,706
239
566,407
35,364,598
7,547,995
378,798
1,628,995
624,425
3,426,254
2,033,786
1,271,018
157,432
26,007
$ 2,346,297

2,373,791

62,864

58,119

40,837
Note 2

2,161,381

37,416

(2,015)

2,021

6,627

70,010

(5,211)

1,362,740

87

2,358

21,618

2,363,815

(61)

302,392

(123)

(104)

100,184

(44,516)

27,847

106,969

26,615

36,330

(55,095)

2,066
$ 2,347,190

2,373,509

62,864

29,079

20,181
(96)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

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

(Continued)

  • 67 -
Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance at the End of the Period Balance at the End of the Period Balance at the End of the Period Net Income
(Loss) of the
Investee
Investment
Income (Loss)
Note
September 30,
2021
December 31,
2020
Shares (In
Thousands)
Percentage of
Ownership
(%)
Carrying
Amount
GFMT
GWMT
momo
Asian Crown (BVI)
Fortune Kingdom
Honest Development
UCTV
GCTV
Asian Crown (BVI)
Honest Development
FLI
FPI
FST
Bebe Poshe
FSL
MFS
TV Direct
TPE
Fortune Kingdom
HK Fubon Multimedia
HK Yue Numerous
Taiwan
Taiwan
British Virgin Islands
Samoa
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Thailand
Taiwan
Samoa
Hong Kong
Hong Kong
Cable TV service provider
Cable TV service provider
Investment
Investment
Life insurance agent
Property insurance agent
Travel agent
Wholesale of cosmetics
Logistics and transport
Wholesaling
Wholesale and retail sales
Logistics industry
Investment
Investment
Investment
$ 16,218
91,910
885,285
670,448
3,000
3,000
6,000
85,000
250,000
100,000
174,089
Note 7
1,132,789
1,132,789
670,448
$ 16,218

91,910

885,285

670,448

3,000

3,000

6,000

85,000

250,000

100,000

174,089
295,860

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

191,213
Note 7

11,594

11,594

16,600
0.76
6.83
81.99
100
100
100
100
85
100
100
21.35
Note 7
100
100
100
$ 15,635
95,960
22,794
619,956
5,849
10,685
42,850
33,744
281,409
105,566
137,557
Note 7
23,731
23,731
619,956
$ 26,615

36,330

(10,064)

(46,442)

(1,270)

2,956

2,125

(9,003)

34,864

5,385

(122,516)
Note 7

(9,893)

(9,893)

(46,442)

-

-

-

-

-

-

-

-

-

-

-
-

-

-

-
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Notes 3 and 7
Note 3
Note 3
Note 3

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

Note 2: Had completed liquidation in August 2021.

Note 3: The income/loss of the investee was already included in the income/loss of the investor, and is not presented in this table.

Note 4: Held 1 share as of period end.

Note 5: Non-controlling interests.

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

Note 7: momo sold all of its equity interest of TPE in March 2021.

Note 8: For information on investments in mainland China, see Table 10 for the details.

(Concluded)

  • 68 -

TABLE 9

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(In Thousands of New Taiwan Dollars)

Number Company Name Counterparty Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenue or
Total Assets
Account Amount Transaction Terms
(Note 2)
0 TWM TFN
TPIA
momo
TFN
momo
TFNM
TFNM
TNH
TFN
WMT
TCC
TVC
TFN
TKT
momo
TFNM
TFN
momo
TT&T
TDS
TFN
TNH
TFN
momo
TFN
TNH
YJCTV
GCTV
TFN
TPIA
TFNM
momo
TFN
TKT
TDS
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
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 receivables
Other receivables
Other non-current assets
Other non-current assets
Short-term borrowings
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
Other payables
Lease liabilities - current
Lease liabilities - current
Other current liabilities
Other current liabilities
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Lease liabilities - non-current
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating costs
Operating costs
Operating costs
$ 30,016
72,043
231,812
39,090
16,128
16,018
15,101
18,399
7,913,000
2,775,000
388,000
450,000
74,095
89,866
23,292
28,921
419,039
22,364
85,105
16,117
39,480
115,922
29,220
36,789
115,452
165,891
22,216
11,649
136,069
139,708
22,160
1,558,905
3,081,855
289,306
48,164
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4%
1%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1%
3%
-
-
(Continued)
  • 69 -
Number Company Name Counterparty Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenue or
Total Assets
Account Amount Transaction Terms
(Note 2)
0 TWM momo
TFNM
TFN
TT&T
TFN
TFN
WMT
1
1
1
1
1
1
1
Operating costs
Operating costs
Operating expenses
Operating expenses
Other income and expenses, net
Finance costs
Finance costs
$ 169,930
89,622
25,825
746,310
32,082
57,995
21,229
-
-
-
-
-
-
-
-
-
-
1%
-
-
-
1 TCC TFC
TFN
1
1
Other receivables
Short-term borrowings
342,627
341,000
-
-
-
-
2 WMT TFNM
WTVB
1
1
Other receivables
Other receivables
841,259
722,593
-
-
-
-
3 TFN TFC
TFNM
TWM
TWM
TFC
momo
TFNM
TT&T
3
3
2
2
3
3
3
3
Notes and accounts receivable, net
Notes and accounts receivable, net
Lease liabilities - current
Lease liabilities - non-current
Operating revenue
Operating revenue
Operating revenue
Operating expenses
18,375
32,580
14,788
40,629
77,565
35,209
133,975
80,837
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4 momo MFS
FSL
TFNM
MFS
Bebe Poshe
FSL
TFNM
1
1
3
1
1
1
3
Notes and accounts payable
Notes and accounts payable
Notes and accounts payable
Operating costs
Operating costs
Operating costs
Operating costs
13,516
81,701
34,179
102,751
33,146
259,325
34,176
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5 TFNM PCTV
YJCTV
UCTV
GCTV
MCTV
PCTV
YJCTV
GCTV
WTVB
PCTV
YJCTV
UCTV
GCTV
1
1
1
1
1
1
1
1
3
1
1
1
1
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Short-term borrowings
Short-term borrowings
Short-term borrowings
Notes and accounts payable
Operating revenue
Operating revenue
Operating revenue
Operating revenue
47,890
39,723
28,202
19,241
17,703
520,000
20,000
250,000
64,003
397,757
314,261
162,463
143,765
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 70 -
Number Company Name Counterparty Nature of
Relationship
(Note 1)
Transaction Details Transaction Details Percentage of
Consolidated
Total Operating
Revenue or
Total Assets
Account Amount Transaction Terms
(Note 2)
5 TFNM PCTV
YJCTV
UCTV
GCTV
WTVB
1
1
1
1
3
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
$ 28,468
25,490
17,145
11,840
64,003
-
-
-
-
-
-
-
-
-
-

Note 1: 1. Parent to subsidiary.

  1. Subsidiary to parent.

  2. Between subsidiaries.

Note 2: The terms of transaction are determined in accordance with mutual agreements or general business practices.

Note 3: All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

(Concluded)

  • 71 -

TABLE 10

TAIWAN MOBILE CO., LTD. AND SUBSIDIARIES

INVESTMENTS IN MAINLAND CHINA FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(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 at
the Beginning of
the Period
Accumulated
Outflow of
Investment
from Taiwan at
the Beginning of
the Period
Investment Flows Investment Flows Accumulated
Outflow of
Investment
from Taiwan at
the End of the
Period
Net Income
(Loss) of
Investee
%
Ownership
through Direct
or Indirect
Investment
Investment
Income (Loss)
Carrying
Amount at the
End of the
Period
Accumulated
Inward
Remittance of
Earnings at the
End of the
Period
Note

Outflow
Inflow
TWMC
FGE
Haobo
GHS
Data communication
application development
Wholesaling
Investment
Wholesaling
$ 83,385
(USD
3,000)
332,861
(RMB 77,500)
47,245
(RMB 11,000)
214,749
(RMB 50,000)
b
b
b
b
$ 135,414
(USD
4,872)
772,530
(USD 14,000)
(RMB 89,267)
-
-
$ -
-

-

-
$ -

-

-

-
$ 135,414
(USD
4,872)

772,530
(USD 14,000)
(RMB 89,267)

-

-
$ 1,090
(10,261)

(46,140)

56,070
100
76.7
100
20
$ 1,090
(7,870)
(46,140)
(45,780)
$ 79,693

13,186

592,332

548,295
$ -

-

-

-
Company Accumulated Investment in
Mainland China at the End of
the Period
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
Authorized by Investment
Commission, MOEA
(Note 2)
TWM and subsidiaries $1,509,798
(US$18,872, RMB89,267 and
HK$168,539)
$1,509,798
(US$18,872, RMB89,267 and
HK$168,539)
$41,737,519

Note 1: The investment types are as follows:

a. Direct investment in mainland China.

b. Indirect investments in mainland China through subsidiaries, invested by TCC and momo, in third regions.

c. Others.

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

  • 72 -

TABLE 11

TAIWAN MOBILE CO., LTD

INFORMATION OF MAJOR STOCKHOLDERS SEPTEMBER 30, 2021

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
270,728,000
209,858,900
200,496,761
184,736,452
11.69
7.71
5.97
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.

  • 73 -