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Equity
12 Months Ended
Dec. 31, 2018
Disclosure Of Classes Of Share Capital [Abstract]  
Equity

29.

EQUITY

 

a.

Share capital

 

1)

Common stocks

 

 

 

December 31

 

 

 

2017

 

 

2018

 

 

 

NT$

 

 

NT$

 

 

 

(In Millions)

 

Number of authorized shares

 

 

12,000

 

 

 

12,000

 

Authorized shares

 

$

120,000

 

 

$

120,000

 

Number of issued and paid shares

 

 

7,757

 

 

 

7,757

 

Issued and outstanding shares

 

$

77,574

 

 

$

77,574

 

 

The issued common stocks of a par value at $10 per share entitled the right to vote and receive dividends.

 

2)

Global depositary receipts

The MOTC and some stockholders sold some common stocks of Chunghwa in an international offering of securities in the form of American Depositary Shares (“ADS”) (one ADS represents 10 common stocks) in July 2003, August 2005, and September 2006.  The ADSs were traded on the New York Stock Exchange since July 17, 2003.  As of December 31, 2018, the outstanding ADSs were 234 million common stocks, which equaled 23 million units and represented 3.02% of Chunghwa’s total outstanding common stocks.

The ADS holders generally have the same rights and obligations as other common stockholders, subject to the provision of relevant laws.  The exercise of such rights and obligations shall comply with the related regulations and deposit agreement, which stipulate, among other things, that ADS holders are entitled to, through deposit agents:

 

a)

Exercise their voting rights,

 

b)

Sell their ADSs, and

 

c)

Receive dividends declared and subscribe to the issuance of new shares.

 

b.

Additional paid-in capital

The adjustments of additional paid-in capital for the years ended December 31, 2016, 2017 and 2018 were as follows:

 

 

 

Share

Premium

 

 

Movements of

Additional

Paid-in

Capital

for Associates

and Joint

Ventures

Accounted for

Using Equity

Method

 

 

Movements of

Additional

Paid-in

Capital

Arising from

Changes in

Equities of

Subsidiaries

 

 

Difference

between

Consideration

Received and

Carrying

Amount of the

Subsidiaries’

Net Assets

upon Disposal

 

 

Donated

Capital

 

 

Stockholders’

Contribution

Due to

Privatization

 

 

Total

 

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

 

(In Millions)

 

Balance on January 1, 2016

 

$

126,045

 

 

$

 

 

$

 

 

$

27

 

 

$

13

 

 

$

20,648

 

 

$

146,733

 

Partial disposal of interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

58

 

 

 

 

 

 

 

 

 

58

 

Change in additional paid-in capital for not participating in the capital increase of a subsidiary

 

 

 

 

 

 

 

 

389

 

 

 

 

 

 

 

 

 

 

 

 

389

 

Share-based payment transactions of subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance on December 31, 2016

 

$

126,045

 

 

$

 

 

$

389

 

 

$

85

 

 

$

13

 

 

$

20,648

 

 

$

147,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance on January 1, 2017

 

$

126,045

 

 

$

 

 

$

389

 

 

$

85

 

 

$

13

 

 

$

20,648

 

 

$

147,180

 

Unclaimed dividend

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

Change in additional paid-in capital from investments in associates and joint ventures accounted for using equity method

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partial disposal of interests in subsidiaries

 

 

 

 

 

 

 

 

1

 

 

 

76

 

 

 

 

 

 

 

 

 

77

 

Change in additional paid-in capital for not participating in the capital increase of a subsidiary

 

 

 

 

 

 

 

 

802

 

 

 

 

 

 

 

 

 

 

 

 

802

 

Other changes in additional paid-in capital in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payment transactions of subsidiaries

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Treasury stock transfer of subsidiaries

 

 

 

 

 

 

 

 

27

 

 

 

 

 

 

 

 

 

 

 

 

27

 

Balance on December 31, 2017

 

$

126,045

 

 

$

 

 

$

1,221

 

 

$

161

 

 

$

16

 

 

$

20,648

 

 

$

148,091

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance on January 1, 2018

 

$

126,045

 

 

$

 

 

$

1,221

 

 

$

161

 

 

$

16

 

 

$

20,648

 

 

$

148,091

 

Unclaimed dividend

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

Partial disposal of interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

826

 

 

 

 

 

 

 

 

 

826

 

Change in additional paid-in capital for not proportionately participating in the capital increase of a subsidiary

 

 

 

 

 

 

 

 

777

 

 

 

 

 

 

 

 

 

 

 

 

777

 

Share-based payment transactions of subsidiaries

 

 

 

 

 

 

 

 

11

 

 

 

 

 

 

 

 

 

 

 

 

11

 

Treasury stock transfer of subsidiaries

 

 

 

 

 

 

 

 

55

 

 

 

 

 

 

 

 

 

 

 

 

55

 

Balance on December 31, 2018

 

$

126,045

 

 

$

 

 

$

2,064

 

 

$

987

 

 

$

18

 

 

$

20,648

 

 

$

149,762

 

 

Additional paid-in capital from share premium, donated capital and the difference between consideration received and the carrying amount of the subsidiaries’ net assets upon disposal may be utilized to offset deficits. Furthermore, when Chunghwa has no deficit, it may be distributed in cash or capitalized, which however is limited to a certain percentage of Chunghwa’s paid-in capital except the additional paid-in capital arising from unclaimed dividend can only be utilized to offset deficits.

The additional paid-in capital from movements of paid-in capital arising from changes in equities of subsidiaries may only be utilized to offset deficits.

Among additional paid-in capital from movements of investments in associates and joint ventures accounted for using equity method, the portion arising from the difference between consideration received and the carrying amount of the subsidiaries’ net assets upon disposal may be utilized to offset deficits; furthermore, when the Company has no deficit, it may be distributed in cash or capitalized. However, other additional paid-in capital recognized in proportion of share ownership may only be utilized to offset deficits.

 

c.

Retained earnings and dividends policy

In accordance with the Chunghwa’s Articles of Incorporation, Chunghwa must pay all outstanding taxes, offset deficits in prior years and set aside a legal reserve equal to 10% of its net income before distributing a dividend or making any other distribution to stockholders, except when the accumulated amount of such legal reserve equals to Chunghwa’s total issued capital, and depending on its business needs or requirements, may also set aside or reverse special reserves.  No less than 50% of the remaining earnings comprising remaining balance of net income, if any, plus cumulative undistributed earnings shall be distributed as stockholders’ dividends, of which cash dividends to be distributed shall not be less than 50% of the total amount of dividends to be distributed.  If cash dividend to be distributed is less than $0.10 per share, such cash dividend shall be distributed in the form of common stocks.

Special reserve was appropriated in accordance with the relevant laws and regulations or as requested by local authority.  Pursuant to existing regulations, Chunghwa is required to set aside additional special reserve equivalent to debit balances under stockholder’s equity.  For subsequent decrease in the deduction amount to stockholder’s equity, the decreased amount could be reversed from the special reserve to retained earnings.

The appropriation for legal reserve shall be made until the accumulated reserve equals the aggregate par value of the outstanding capital stock of Chunghwa.  This reserve can only be used to offset a deficit, or, when the legal reserve has exceeded 25% of Chunghwa’s paid-in capital, the excess may be transferred to capital or distributed in cash.

The appropriations of the 2016 and 2017 earnings of Chunghwa approved by the stockholders in their meetings on June 23, 2017 and June 15, 2018 were as follows:

 

 

 

Appropriation of Earnings

 

 

Dividends Per Share

 

 

 

For Fiscal

Year 2016

 

 

For Fiscal

Year 2017

 

 

For Fiscal

Year 2016

 

 

For Fiscal

Year 2017

 

 

 

NT$

 

 

NT$

 

 

NT$

 

 

NT$

 

 

 

(In Millions)

 

 

 

 

 

 

 

 

 

Special reserve

 

$

5

 

 

$

(5

)

 

 

 

 

 

 

 

 

Cash dividends

 

 

38,336

 

 

 

37,205

 

 

$

4.9419

 

 

$

4.796

 

 

The appropriations of earnings for 2018 had been proposed by Chunghwa’s Board of Directors on March 19, 2019.  The appropriations and dividends per share were as follows:

 

 

 

For Fiscal Year 2018

 

 

 

Appropriation

of Earnings

 

 

Dividends

Per Share

 

 

 

NT$

 

 

NT$

 

 

 

(In Millions)

 

 

 

 

 

Cash dividends

 

$

34,746

 

 

$

4.479

 

 

The appropriations of earnings for 2018 are subject to the resolution of the stockholders’ meeting planned to be held on June 21, 2019.

 

d.

Other equity items

 

1)

Exchange differences arising from the translation of the foreign operations

The exchange differences arising from the translation of the foreign operations from their functional currency to New Taiwan dollars were recognized as exchange differences arising from the translation of the foreign operations in other comprehensive income.

 

2)

Unrealized gain or loss on available-for-sale financial assets

 

 

 

Unrealized Gain

or Loss on AFS Financial Assets

 

 

 

NT$

 

 

 

(In Millions)

 

Balance as of January 1, 2016

 

$

91

 

Unrealized gain or loss on available-for-sale financial assets

 

 

(721

)

Income tax relating to unrealized gain and loss on available-for-sale

     financial assets

 

 

2

 

Amount reclassified from equity to profit or loss on disposal of

     available-for-sale financial assets

 

 

 

Amount reclassified from equity to profit or loss on impairment of

     available-for-sale financial assets

 

 

577

 

Balance as of December 31, 2016

 

$

(51

)

Balance as of January 1, 2017

 

$

(51

)

Unrealized gain or loss on available-for-sale financial assets

 

 

607

 

Income tax relating to unrealized gain and loss on available-for-sale

     financial assets

 

 

2

 

Amount reclassified from equity to profit or loss on disposal of

     available-for-sale financial assets

 

 

 

Balance as of December 31, 2017 under IAS 39

 

 

558

 

Effect of retrospective application of IFRS 9

 

 

(558

)

Balance as of January 1, 2018 under IFRS 9

 

$

 

 

Unrealized gain or loss on available-for-sale financial assets were accumulated gains and losses on the available-for-sale financial assets measured at fair value, which were recognized in other comprehensive income and were included in the calculation of the related disposal gain and loss or impairment loss of such financial assets upon reclassified to profits or losses.  

 

 

3)

Unrealized gain or loss on financial assets at FVOCI

 

 

 

Year Ended

December 31

 

 

 

2018

 

 

 

NT$

 

 

 

(In Millions)

 

Balance as of January 1, 2018 under IAS 39

 

$

 

Effect of retrospective application of IFRS 9

 

 

883

 

Balance as of January 1, 2018 under IFRS 9

 

 

883

 

Unrealized gain or loss for the year

 

 

 

 

     Equity instruments

 

 

(345

)

Balance as of December 31, 2018

 

$

538

 

 

 

e.

Noncontrolling interests

 

 

 

Year Ended December 31

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

NT$

 

 

NT$

 

 

NT$

 

 

 

(In Millions)

 

Beginning balance

 

$

5,065

 

 

$

6,272

 

 

$

8,474

 

Effect of retrospective application

 

 

 

 

 

 

 

 

(4

)

Beginning balance as adjusted

 

 

5,065

 

 

 

6,272

 

 

 

8,470

 

Attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year

 

 

1,141

 

 

 

1,172

 

 

 

1,024

 

Exchange differences arising from the translation of the net investment in foreign operations

 

 

(41

)

 

 

(12

)

 

 

(3

)

Unrealized gain or loss on financial assets at FVOCI

 

 

 

 

 

 

 

 

(1

)

Unrealized loss on available-for-sale financial assets

 

 

 

 

 

(2

)

 

 

 

Income tax relating to unrealized gain and loss on available-for-sale financial assets

 

 

 

 

 

1

 

 

 

 

Remeasurements of defined benefit pension plans

 

 

(18

)

 

 

(8

)

 

 

(9

)

Income tax relating to remeasurements of defined benefit pension plans

 

 

3

 

 

 

 

 

 

3

 

Share of other comprehensive income or loss of associates accounted for using equity method

 

 

(1

)

 

 

(2

)

 

 

1

 

Cash dividends distributed by subsidiaries

 

 

(710

)

 

 

(942

)

 

 

(958

)

Partial disposal of interests in subsidiaries

 

 

25

 

 

 

29

 

 

 

349

 

Change in additional paid-in capital for not proportionately participating in the capital increase of subsidiaries

 

 

786

 

 

 

1,750

 

 

 

700

 

Other changes in additional paid-in capital of subsidiaries

 

 

 

 

 

 

 

 

 

Share-based payment transactions of subsidiaries

 

 

17

 

 

 

20

 

 

 

42

 

Net increase in noncontrolling interests

 

 

5

 

 

 

196

 

 

 

239

 

Ending balance

 

$

6,272

 

 

$

8,474

 

 

$

9,857