1934 Act Registration No. 1-31731
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Dated July 11, 2012
Chunghwa Telecom Co., Ltd.
(Translation of Registrant’s Name into English)
21-3 Hsinyi Road Sec. 1,
Taipei, Taiwan, 100 R.O.C.
(Address of Principal Executive Office)
(Indicate by check mark whether the registrant files or will file annual reports under cover of form 20-F or Form 40-F.)
Form 20-F x Form 40-F o
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes o No x
(If “Yes” is marked, indicated below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable )
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant Chunghwa Telecom Co., Ltd. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: 2012/07/11 |
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Chunghwa Telecom Co., Ltd. | |
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By: |
/s/ Shu Yeh |
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Name: |
Shu Yeh |
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Title: Senior Vice President CFO | |
Exhibit
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Exhibit |
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Description |
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1. |
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Announcement on 2012/06/20 : Supplement announcement: the bid of procurement of Project B of NG SDH+OXC Network Equipment & Installation that the board approved on 2012/03/27 is awarded |
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2. |
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Announcement on 2012/06/22 : Major resolutions of 2012 Annual General Meeting |
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3. |
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Announcement on 2012/06/25 : Chunghwa Telecom holds an investors conference in Hong Kong |
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4. |
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Announcement on 2012/06/26 : To announce the board approves the procurement of Project A of MSER Network Equipment and Installation |
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5. |
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Announcement on 2012/06/26 : To announce the record date for dividend distribution |
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6. |
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Announcement on 2012/06/29 : To announce a non-cash real estate impairment charge pursuant to ROC SFAS No. 35. |
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7. |
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Announcement on 2012/07/02 : Clarification of the media report on June 30 |
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8. |
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Announcement on 2012/07/04 : To announce the procurement of EPON expansion project |
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9. |
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Announcement on 2012/07/06 : New Appointment of Representative Juristic-Person Supervisor |
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10 |
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Announcement on 2012/07/10 : To announce the Company’s June 2012 revenues |
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11 |
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Announcement on 2012/07/10 : June 2012 sales |
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EXHIBIT 1
Supplement announcement: the bid of procurement of Project B of NG SDH+OXC Network Equipment & Installation that the board approved on 2012/03/27 is awarded
Date of events: 2012/06/20
Contents:
1.Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City):Project B of NG SDH+OXC Network Equipment and Installation for 2012.
2.Date of the occurrence of the event:2012/06/20~2012/06/20
3.Transaction volume (e.g.XX square meters, equivalent to XX p’ing), unit price, total transaction price:NT$630,886,000
4.Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):Ericsson Taiwan Ltd.
5.Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: N/A
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: N/A
7.Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained):N/A
8.Terms of delivery or payment (including payment period and monetary amount): delivery and payment in batches.
9.The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: In accordance with the Procurement Management Rules of Chunghwa Telecom.
10.Name of the professional appraisal institution and its appraisal amount: N/A
11.Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: None
12.Is the appraisal report price a limited price or specific price?: N/A
13.Has an appraisal report not yet been obtained?: N/A
14.Reason an appraisal report has not yet been obtained: N/A
15.Broker and broker’s fee: None
16.Concrete purpose or use of the acquisition or disposition: Transmission Network Deployment.
17.Do the directors have any objection to the present transaction?: No
18.Any other matters that need to be specified: None.
EXHIBIT 2
Major resolutions of 2012 Annual General Meeting
Date of events: 2012/06/22
Contents:
1.Date of the shareholders’ meeting:2012/06/22
2.Important resolutions: (1)Ratification of 2011 business report and financial statements (2)Ratification of 2011 earnings distribution; the cash dividend is NT$5.4608 per share (3)Approval of the amendment of the “Articles of Incorporation”. (4)Approval of the amendment of the “Regulations of Election of Directors and supervisors” (5)Approval of the amendment of the “Ordinance of Shareholders Meetings”. (6)Approval of the amendment of “Procedures for Acquisition or Disposal of Asset”
3.Endorsement of the annual financial statements (indicate “yes” or “no”):Yes
4.Any other matters that need to be specified: None
EXHIBIT 3
Chunghwa Telecom holds an investors conference in Hong Kong
Date of events: 2012/06/25
Contents:
1.Date of the investor conference:2012/07/03~2012/07/04
2.Time of the investor conference:2:00PM
3.Location of the investor conference: Hong Kong
4.Brief information disclosed in the investor conference: The conference arrangement will be helped by Daiwa-Cathay.
5.The presentation of the investor conference release: Please refer to http://newmops.tse.com.tw/.
6.Will the presentation be released in the Company’s website: Please refer to http://www.cht.com.tw/ir
7.Any other matters that need to be specified: None
EXHIBIT 4
To announce the board approves the procurement of Project A of MSER Network Equipment and Installation
Date of events: 2012/06/26
Contents:
1.Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): Project A of MSER Network Equipment and Installation for 2012.
2.Date of the occurrence of the event:2012/06/26~2012/06/26
3.Transaction volume (e.g.XX square meters, equivalent to XX p’ing), unit price, total transaction price:NT$674,550,000
4.Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):Taiwan International Standard Electronics Ltd.; equity method investment.
5.Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: The reason for choosing the related party as trading counterpart is in accordance with the Procurement Management Rules of Chunghwa Telecom Co., Ltd.
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: N/A
7.Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained):N/A
8.Terms of delivery or payment (including payment period and monetary amount): Delivery and payment in batches.
9.The manner of deciding on this transaction (such as tender invitation , price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: In accordance with the Procurement Management Rules of Chunghwa Telecom.
10.Name of the professional appraisal institution and its appraisal amount: N/A
11.Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: None
12.Is the appraisal report price a limited price or specific price?: N/A
13.Has an appraisal report not yet been obtained?: N/A
14.Reason an appraisal report has not yet been obtained: N/A
15.Broker and broker’s fee: None
16.Concrete purpose or use of the acquisition or disposition: Transmission Network Deployment.
17.Do the directors have any objection to the present transaction?: No
18.Any other matters that need to be specified: The project will be submitted to the supervisors for ratification.
EXHIBIT 5
To announce the record date for dividend distribution
Date of events: 2012/06/26
Contents:
1.Date of the resolution by the board of directors or shareholders’ meeting or decision by the Company:2012/06/26
2.Type of ex-rights or ex-dividend (please enter: “Ex-rights”, “Ex-dividend”, or “Ex-rights and dividend”):Ex-dividend
3.Type and monetary amount of dividend distribution: To be distributed with cash dividend of NT$5.4608 per share
4.Ex-rights (ex-dividend) trading date:2012/07/17
5.Last date before book closure:2012/07/18
6.Book closure starting date:2012/07/19
7.Book closure ending date:2012/07/23
8.Ex-rights (ex-dividend) record date:2012/07/23
9.Any other matters that need to be specified: Cash dividend is expected to be distributed on August 22, 2012.
EXHIBIT 6
To announce a non-cash real estate impairment charge pursuant to ROC SFAS No. 35.
Date of events: 2012/06/29
Contents:
1.Date of occurrence of the event:2012/06/29
2.Company name: Chunghwa Telecom Co., Ltd.
3.Relationship to the Company (please enter “head office” or “affiliate company”):Head office
4.Reciprocal shareholding ratios: N/A
5.Cause of occurrence: The Company recorded a non-cash real estate impairment charge associated with price variations in regional markets of approximately NT$1.26 billion, or 0.3% of the shareholder’s equity, after performing an assessment of its investment properties pursuant to ROC SFAS No. 35 “Impairment of Assets”.
6.Countermeasures: None
7.Any other matters that need to be specified:(1) In conjunction with Chunghwa’s planned adoption of International Financial Reporting Standards (“IFRS”) in 2013, the Company performed an assessment of its investment properties which will be reclassified from property, plant and equipment under the IFRS adoption plan. In accordance with the IAS 40 “Investment Property” disclosure requirement, the valuation analysis, which was conducted by an independent third-party property assessment firm, found that the aggregate fair value of the investment properties exceeded the carrying amounts currently recorded, but for certain investment properties the fair value was less than the carrying amounts. Due to these results, the Company recorded an impairment charge pursuant to ROC SFAS No. 35 “Impairment of Assets”. (2) The impairment charge amount is an unaudited number. (3) This impairment is an unrealized loss, non-cash charge, and has no impact on the Company’s working capital or cash flow.
EXHIBIT 7
Clarification of the media report on June 30
Date of events: 2012/06/30
Contents:
1.Name of the reporting media: Commercial Times
2.Date of the report:2012/06/30
3.Content of the report: “Chunghwa Telecom emphasized that the impairment on real estate was within expectation but was still confident that the Company will meet its guidance for year 2012.”
4.Summary of the information provided by investors: None
5.Company’s explanation of the reportage or provided information: The impairment of real estate was unexpected. However, the Company will continue to review the guidance for year 2012 on a regular basis. The Company has no comment on the content of the report other than the information provided by itself.
6.Countermeasures:None
7.Any other matters that need to be specified: None
EXHIBIT 8
To announce the procurement of EPON expansion project
Date of events: 2012/07/04
Contents:
1.Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): EPON expansion project for 2012.
2.Date of the occurrence of the event:2011/07/05~2012/07/04
3.Transaction volume (e.g.XX square meters, equivalent to XX p’ing), unit price, total transaction price:NT$593,046,750
4.Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): Hitron Technologies Inc.
5.Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: N/A
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: N/A
7.Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained):N/A
8.Terms of delivery or payment (including payment period and monetary amount): In accordance with the contract.
9.The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: In accordance with the Procurement Management Rules of Chunghwa Telecom.
10.Name of the professional appraisal institution and its appraisal amount: N/A
11.Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: None
12.Is the appraisal report price a limited price or specific price?: N/A
13.Has an appraisal report not yet been obtained?: N/A
14.Reason an appraisal report has not yet been obtained: N/A
15.Broker and broker’s fee: None
16.Concrete purpose or use of the acquisition or disposition: Telecom construction
17.Do the directors have any objection to the present transaction?: No
18.Any other matters that need to be specified: None
EXHIBIT 9
New Appointment of Representative Juristic-Person Supervisor
Date of events: 2012/07/06
Contents:
1.Date of occurrence of the change:2012/07/06
2.Name of juristic-person director/ supervisor: National Development Fund, Executive Yuan
3.Name and resume of the replaced person: Shwu-Fen Chao; Councilor to the vice President; Master of Diplomacy, National Chengchi University.
4.Name and resume of the replacement: I-chuan Liou; Director-general, Department of Education, Science and Culture of Executive Yuan; Master of Education, National Taiwan Normal University.
5.Reason for the change: In accordance with the provisions set forth in Item 3, Article 27 of Company Act
6.Original term (from to ):2010/06/18 ~ 2013/06/17
7.Effective date of the new appointment:2012/07/06
8.Any other matters that need to be specified: None
EXHIBIT 10
To announce the Company’s June 2012 revenues
Date of events: 2012/07/10
Contents:
1.Date of occurrence of the event:2012/07/10
2.Company name: Chunghwa Telecom Co., Ltd.
3.Relationship to the Company (please enter “head office” or “affiliate company”):Head office
4.Reciprocal shareholding ratios: N/A
5.Cause of occurrence: Chunghwa Telecom today announced a 4.1% year-over-year decrease in unaudited unconsolidated total revenue to NT$15.68 billion in June 2012. Operating costs and expense decreased by 4.0% to NT$11.51billion. Operating income decreased by 4.4% to NT$4.17 billion. Net income decreased by 44.0% to NT$2.47 billion, and EPS decreased by 42.9% to NT$0.32. The relatively larger decreases in net income and EPS were mainly owing to the NT$1.26 billion real estate impairment charge associated with the assessment of its investment properties in conjunction with the company’s planned adoption of International Financial Reporting Standards (“IFRS”) in 2013. Mobile communications business revenue decreased 3.5% year over year. The decrease was mainly because handset sales were 86.5% lesser year over year due to certain smartphone model was quite well-received by the market in the same period last year. In addition, mobile voice revenue decreased 4.4% due to the market competition and the NCC’s mandated tariff reduction. Mobile value added service revenue grew by 35.7% because of the increase in mobile internet subscribers.
Broadband access revenue decreased by 6.6% due to the fiber tariff reduction in mid 2011 and the ADSL tariff reduction starting this year. HiNet service revenue decreased by 8.5% also because of tariff reductions along with the aforementioned fiber and ADSL tariff cuts. MOD revenue increased 31.4% year over year. For traditional fixed line services, local service revenue decreased by 5.2% because of mobile substitution. Domestic long distance service revenue decreased 35.1% mainly due to the tariff reduction starting this year. International long distance service revenue decreased 1.5% attributable to market competition. Operating costs and expenses decreased 4.0% year over year, mainly attributable to the decrease in relevant cost and expenses for smartphone sales.
6.Countermeasures:None
7.Any other matters that need to be specified: None
EXHIBIT 11
Chunghwa Telecom
July 10, 2012
This is to report the changes or status of 1) Sales volume 2) Funds lent to other parties 3) Endorsements and guarantees 4) Financial derivative transactions for the period of Jun 2012
1) Sales volume (NT$ Thousand)
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Period |
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Items |
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2012 |
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2011 |
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Changes |
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% |
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Jun |
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Invoice amount |
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15,817,398 |
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17,360,113 |
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(-)1,542,715 |
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(-)8.89 |
% |
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Jan-Jun |
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Invoice amount |
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98,637,160 |
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95,553,969 |
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(+)3,083,191 |
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(+)3.23 |
% |
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Jun |
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Net sales |
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15,675,317 |
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16,346,964 |
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(-)671,647 |
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(-)4.11 |
% |
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Jan-Jun |
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Net sales |
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94,358,831 |
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95,529,120 |
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(-)1,170,289 |
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(-)1.23 |
% |
b Trading purpose : None