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 February 13, 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: 2012/02/13 |
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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 2012/01/12 : Explanation of the report that the company will invest in NT$100 billion for fiber network deployment |
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2. |
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Announcement on 2012/01/16 : The company’s board meeting resolves to participate in China Airlines’ secondary equity offering |
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3. |
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Announcement on 2012/01/17 : Announcement of the judgment made by Taiwan High Court for the case that Chunghwa Post claims just compensation for the use of its land by Chunghwa Telecom |
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4. |
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Announcement on 2012/01/17 : Update of item 18 of the announcement that the company will participate in China Airlines’ secondary offering |
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5. |
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Announcement on 2012/01/31 : Clarification of the report that the company’s cash dividend for 2011 will be targeting NT$5.5 |
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6. |
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Announcement on 2012/02/01 : To announce the acquisition of CPC Corporation Taiwan Corporate Bonds |
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7. |
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Announcement on 2012/02/07 : Chunghwa Telecom signs a memorandum of understanding with China Airlines |
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8. |
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Announcement on 2012/02/08 : To announce the company’s participation in China Airlines’ secondary offering and the acquisition of 265,200 thousand shares |
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9. |
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Announcement on 2012/02/10 : To announce the Company’s January 2012 revenues |
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10. |
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Announcement on 2012/02/10 : January 2012 sales |
EXHIBIT 1
Explanation of the report that the company will invest in NT$100 billion for fiber network deployment
Date of events: 2011/01/12
Contents:
1.Name of the reporting media: Economic Daily News
2.Date of the report:2012/01/12
3.Content of the report: Chunghwa Telecom will invest in NT$100 billion for fiber network deployment for the next three years.
4.Summary of the information provided by investors: None
5.Company’s explanation of the reportage or provided information: The company has not announced its forecast for 2012 and will publish relevant information when being approved by the board meeting.
6.Countermeasures: None
7.Any other matters that need to be specified: None
EXHIBIT 2
The company’s board meeting resolves to participate in China Airlines’ secondary equity offering
Date of events: 2011/01/16
Contents:
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield):China Airlines’ ordinary shares
2.Date of occurrence of the event:2012/01/16~2012/01/16
3.Volume, unit price, and total monetary amount of the transaction: China Airlines’ ordinary shares; NT$11.73; Less than NT$3.5 billion
4.Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):China Airlines; Relationship to the Company: None
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of 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 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.Matters related to the creditor’s rights currently being disposed of (including types of collateral of the disposed creditor’s rights; if the creditor’s rights are creditor’s rights toward a related person, the name of the related person and the book amount of the creditor’s rights toward such related person currently being disposed of must also be announced):N/A
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: According to the schedule of China Airlines’ secondary equity offering
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: Board resolution; the issue price; board meeting
11.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):None
12.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder’s equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:8.2% of total assets; 9.5% of total shareholder’s equity; The operating capital as shown in the most recent financial statement: NT$33.57 billion
13.Broker and broker’s fee: None
14.Concrete purpose or use of the acquisition or disposition: For strategic purpose, the company’s interim board meeting approved to participate in China Airlines’ secondary equity offering.
15.Net worth per share of company underlying securities acquired or disposed of:NT$10.57
16.Do the directors have any objection to the present transaction?: No
17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: No
18.Any other matters that need to be specified:
(1)After confirming China Aviation Development Foundation (CADF)’s participation in the China Airlines’ secondary equity offering, the company will participate in the offering up to a maximum amount of NT$3.5 billion, at the issue price of NT$11.73 per share.
(2)If China Airlines’ average closing price for the five business days prior to the payment date is lower than NT$10.57, which equates to the airline’s net book value per share in the third quarter 2011, the company will not participate in the offering.
EXHIBIT 3
Announcement of the judgment made by Taiwan High Court for the case that Chunghwa Post claims just compensation for the use of its land by Chunghwa Telecom
Date of events: 2011/01/17
Contents:
1.Parties to the legal matter, name of the court, disposing agency, and reference/case numbers of relevant documents: Chunghwa Post Co., Ltd., Taiwan High Court, Civil Judgment of Taiwan High Court, 100 Chung-Shang-Geng-(1)-Tz 54.
2.Date of occurrence of the event:2012/01/17
3.Background and circumstances of the matter (including the property/subject matter under dispute):Chunghwa Post claims for the amount of NT$ 395,050,919 as just compensation for the use of its land by Chunghwa Telecom. Taiwan Taipei District Court reviewed and ruled this case again and granted NT$ 21,216,665 with interests for Chunghwa Post’s said motion.
4.Course and progression of handling of the matter: None
5.Effect on company finances and business and estimated monetary amount of the effect:NT$21,216,665 and its interests
6.Countermeasures and status of amelioration: We are considering to appeal.
7.Any other matters that need to be specified: None
EXHIBIT 4
Update of item 18 of the announcement that the company will participate in China Airlines’ secondary offering
Date of events: 2011/01/17
Contents:
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield):China Airlines’ ordinary shares
2.Date of occurrence of the event:2012/01/17~2012/01/17
3.Volume, unit price, and total monetary amount of the transaction: China Airlines’ ordinary shares; NT$11.73; Less than NT$3.5 billion
4.Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):China Airlines; Relationship to the Company: None
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of 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 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.Matters related to the creditor’s rights currently being disposed of (including types of collateral of the disposed creditor’s rights; if the creditor’s rights are creditor’s rights toward a related person, the name of the related person and the book amount of the creditor’s rights toward such related person currently being disposed of must also be announced):N/A
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: According to the schedule of China Airlines’ secondary equity offering
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: Board resolution; the issue price; board meeting
11.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g. pledges):None
12.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder’s equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:8.2% of total assets; 9.5% of total shareholder’s equity; The operating capital as shown in the most recent financial statement: NT$33.57 billion
13.Broker and broker’s fee: None
14.Concrete purpose or use of the acquisition or disposition: For strategic purpose, the company’s interim board meeting approved to participate in China Airlines’ secondary equity offering.
15.Net worth per share of company underlying securities acquired or disposed of:NT$10.57
16.Do the directors have any objection to the present transaction?: No
17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: No
18.Any other matters that need to be specified:
(1)After confirming China Aviation Development Foundation’s (CADF) participation in the China Airlines’ secondary equity offering, the company will participate in the offering up to a maximum amount of NT$3.5 billion, at the issue price of NT$11.73 per share.
(2)If China Airlines’ average closing price for the five business days prior to the payment date is lower than NT$10.57, which equates to the airline’s net book value per share in the third quarter 2011, the company will not participate in the offering.
(3)The company will sign a MOU with China Airline to promote business cooperation and will review regularly to ensure the strategic effectiveness.
EXHIBIT 5
Clarification of the report that the company’s cash dividend for 2011 will be targeting NT$5.5
Date of events: 2012/01/31
Contents:
1.Name of the reporting media: Commercial Times
2.Date of the report:2012/01/31
3.Content of the report: The company’s cash dividend for 2011 will be targeting NT$5.5.
4.Summary of the information provided by investors: None
5.Company’s explanation of the reportage or provided information:
The company has not disclosed dividend distribution for 2011. Any related information will be announced upon the Board’s approval.
6.Countermeasures:None
7.Any other matters that need to be specified: None
EXHIBIT 6
To announce the acquisition of CPC Corporation Taiwan Corporate Bonds
Date of events: 2012/02/01
Contents:
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield):CPC Corporation Taiwan Corporate Bonds (Code: B71854)
2.Date of occurrence of the event:2011/11/08~2012/02/01
3.Volume, unit price, and total monetary amount of the transaction: total amount : NT$315,970,699
4.Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): Capital Securities Corporation; Relationship to the Company: None
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of 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 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.Matters related to the creditor’s rights currently being disposed of (including types of collateral of the disposed creditor’s rights; if the creditor’s rights are creditor’s rights toward a related person, the name of the related person and the book amount of the creditor’s rights toward such related person currently being disposed of must also be announced): N/A
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained): N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: Lump sum cash payment; none; none
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: negotiated price; market value; The decision-making department was pursuant to the authority granted by the company’s internal regulations.
11.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g. pledges):Denomination NT$1,300,000,000; N/A; None
12.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder’s equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:7.44% of total assets; 8.58% of total shareholder’s equity; The operating capital as shown in the most recent financial statement: NT$33,568,293,000
13.Broker and broker’s fee: None
14.Concrete purpose or use of the acquisition or disposition:Hold to maturity
15.Net worth per share of company underlying securities acquired or disposed of: NT$20.62
16.Do the directors have any objection to the present transaction?: No
17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: No
18.Any other matters that need to be specified: None
EXHIBIT 7
Chunghwa Telecom signs a memorandum of understanding with China Airlines
Date of events: 2012/02/07
Contents:
1. Date of occurrence of the event: 2012/02/07
2. Counterparty to the contract or commitment: China Airlines
3. Relationship to the Company: None
4. Starting and ending dates (or rescission date) of the contract or commitment: 2012/02/07 to 2014/02/06
5. Major content (not applicable where rescinded): Chunghwa and China Airlines will leverage each others’ resources to develop innovative ICT services relating to the tourism and logistics industries
6. Restrictive covenants (not applicable where rescinded): None
7. Effect on company finances and business (not applicable where rescinded): Working together to develop information and communications technology (ICT) applications to provide an innovative tourism offering characterized by high quality service and efficient transportation
8. Concrete purpose/objective (not applicable where rescinded): The company will plan the integrated ICT cloud services; whereas China Airlines will contribute its expertise and operational experience within the tourism industry
9. Any other matters that need to be specified: None
EXHIBIT 8
To announce the company’s participation in China Airlines’ secondary offering and the acquisition of 265,200 thousand shares
Date of events: 2012/02/08
Contents:
1. Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield): China Airlines’ secondary offering of ordinary shares
2. Date of occurrence of the event: 2012/02/08
3. Volume, unit price, and total monetary amount of the transaction: 265,200 thousand shares; NT$11.73; NT$3,110,796 thousand
4. Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): China Airlines; Relationship to the Company: None
5. Where the counterpart to the trade is an actual related party, a public announcement shall also be made of 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 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. Matters related to the creditor’s rights currently being disposed of (including types of collateral of the disposed creditor’s rights; if the creditor’s rights are creditor’s rights toward a related person, the name of the related person and the book amount of the creditor’s rights toward such related person currently being disposed of must also be announced): N/A
8. Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained): N/A
9. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: Lump sum payment
10. The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: Board resolution; the issue price; board meeting
11. Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g. pledges):None
12. Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder’s equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:8.11% of total assets; 9.36% of total shareholder’s equity; The operating capital as shown in the most recent financial statement: NT$33.57 billion
13. Broker and broker’s fee: None
14. Concrete purpose or use of the acquisition or disposition: For long-term strategic purpose
15. Net worth per share of company underlying securities acquired or disposed of: NT$10.57
16. Do the directors have any objection to the present transaction?: No
17. Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: No
18. Any other matters that need to be specified: Supplementary announce for the board resolution on 2012/01/16
EXHIBIT 9
To announce the Company’s January 2012 revenues
Date of events: 2012/02/10
Contents:
1. Date of occurrence of the event: 2012/02/10
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 3.8% year-over-year increase in unaudited unconsolidated total revenue to NT$16.83 billion in January 2012. Operating income decreased by 18.9% year-over-year to NT$3.66 billion, net income decreased by 13.9% year-over-year to NT$3.34 billion, and EPS decreased by 10.4% to NT$0.43.
The revenue growth was primarily attributable to (1)the hot sales of iPhone 4S, (2) the increase in mobile VAS due to growth of mobile internet subscriber, (3) the increase in local fixed line service revenue resulting from the shift of the pricing right of a fixed-to-mobile call from mobile operators to fixed network operators, and (4) the revenue recognition of the government integrated taxation information system project and other ICT projects, which offset the impact from (1)the NCC mandated tariff reduction, (2) the broadband tariff reductions by the company, (3) the tariff reduction for domestic long distance calls, and (4) the pricing right shift on mobile voice revenue.
6. Countermeasures: None
7. Any other matters that need to be specified: None
EXHIBIT 10
Chunghwa Telecom
February 10, 2012
This is to report the changes or status of 1) Sales volume 2) Funds lent to other parties 3) Endorsements and guarantees 4) Financial derivative transactions for the period of Jan 2012
1) Sales volume (NT$ 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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Jan |
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Invoice amount |
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18,246,270 |
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12,126,374 |
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(+)6,119,896 |
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(+)50.47 |
% |
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Jan |
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Invoice amount |
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18,246,270 |
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12,126,374 |
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(+)6,119,896 |
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(+)50.47 |
% |
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Jan |
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Net sales |
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16,825,007 |
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16,205,597 |
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(+)619,410 |
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(+)3.82 |
% |
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Jan |
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Net sales |
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16,825,007 |
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16,205,597 |
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(+)619,410 |
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(+)3.82 |
% |
b Trading purpose : None