6-K

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

DatedApril 3, 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.

Date: 2012/04/03
	Chunghwa Telecom Co., Ltd.
	By:	/s/ Shu Yeh
	Name:	Shu Yeh
	Title: Senior Vice President CFO

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Exhibit

Exhibit	Description
99.1.	Press Release, Dated April 3, 2012, Relating to the Announcement for the Convention of 2012 Annual General Shareholders’Meeting of Chunghwa Telecom Co., Ltd.
99.2	Announcement, dated April 3, 2012, regarding the Annual Shareholder’s Meeting of Chunghwa Telecom Co., Ltd. on June 22, 2012.

3

EX-99.1

EXHIBIT 99.1

Announcement for the Convention of 2012 Annual General Shareholders’ Meeting of

Chunghwa Telecom Co., Ltd.

Taipei, Taiwan, R.O.C. April 3, 2012 — Chunghwa Telecom Co., Ltd (TAIEX: 2412, NYSE: CHT) (“Chunghwa” or the “Company”), today announced that the Company will hold its annual general shareholders’ meeting (the “Meeting”) at Chunghwa Telecom Training Institute (No.168, Minzu Road, Banchiao District, New Taipei City, Taiwan, R.O.C.) at 9:00 a.m., Friday, June 22, 2012.

As provided in Article 165 of the ROC Company Law, the shareholder register shall be closed for registration of share transfer from April 24 to June 22, 2012. Any person who has acquired Chunghwa’s shares but not registered as a holder of such shares shall apply for registration with the Yuanta Securities Co. Ltd. (Registrar & Transfer Agency Department) (B1, No. 210, Sec.3, Chengde Rd., Taipei, 103) by 4:30 p.m., April 23, 2012, in person, or before April 23, 2012 by post, as per postal office stamp date.

The period (the “Submission Period”) for shareholders holding at least 1% of outstanding Chunghwa shares to submit any shareholder proposals with Chunghwa for voting at the Meeting is from 9:00 a.m. to 5:00 p.m., April 11 to April 20, 2012. Each qualified shareholder can submit one proposal. All submissions must be made in Chinese, be less than 300 characters and be made to the Finance Department of Chunghwa Telecom Co., Ltd. (21-3 Xinyi Rd., Sec. 1, Taipei, Taiwan, R.O.C.) within the Submission Period in accordance with Article 172-1 of the ROC Company Law.

As provided under Section 4.7(b) and (c) of the Amended and Restated Deposit Agreement (the “Deposit Agreement”) among the Company, JPMorgan Chase Bank, N.A. (“JPMorgan”) and all holders and beneficial owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder and the Company’s Amended Articles of Incorporation, holders that individually or together with other holders hold at least 51% of the ADRs outstanding at the Shareholder Record Date are entitled to submit one written proposal for voting at the general shareholders’ meeting of the Company. The proposal must be submitted in Chinese to Ms. Sally Chen, ADR Client Services of JPMorgan Chase Bank N.A. Taipei Branch (8/F, No. 108, Xinyi Rd. Sec. 5, Taipei, Taiwan, R.O.C.) at least five business days prior to the expiry of the Submission Period and be less than 300 characters in length.

For more information in connection with the proposal right of holders of ADRs, please refer to a form of the Deposit Agreement as an exhibit to the Company’s registration statement on Form F-6 (File No. 333-147321) which was filed with U.S. Securities and Exchange Commission (the “SEC”) and is available on the SEC’s website at www.sec.gov.

About Chunghwa Telecom

Chunghwa Telecom (TAIEX 2412, NYSE: CHT) is the leading telecom service provider in Taiwan. Chunghwa Telecom provides domestic fixed line services, mobile services, Internet services and international fixed line services to residential and business customers in Taiwan.

If you have any questions in connection with the Meeting, please contact the following person:

Fu-fu Shen

Investor Relations

+886 2 2344 5488

chtir@cht.com.tw

21-3 Xinyi Road, Section 1,

Taipei, Taiwan,

Republic of China

EX-99.2

EXHIBIT 99.2

Announcement regarding the Company’s annual general meeting on June 22, 2012

1.Date of the board of directors resolution:2012/02/21

2.Date for convening the shareholders’ meeting:2012/06/22

3.Location for convening the shareholders’ meeting:

Chunghwa Telecom Training Institute (No. 168, Minzu Road, Banchiao District,

New Taipei City, Taiwan, R.O.C.)

4.Cause or subjects for convening the meeting:

(1) Reports:

a. The Company’s 2011 business report

b. 2011 supervisors’ audit report concerning the Company’s

2011 financial statements

(2) Issues to be ratified by shareholders:

a. Ratification of 2011 business report and financial statements

b. Ratification of the proposal for the distribution of 2011 earnings

Cash dividend : NT$5.4608 / share

Employee cash bonuses : NT$2,040,089,772

Compensation of directors and supervisors : NT$44,446,400

(3) Issues to be discussed

a. Revision of the “Ordinance of Shareholders Meetings”

b. Revision of the Articles of Incorporation

c. Revision of the “Procedures for Acquisition or Disposal of Assets”

(4) Other business and special motions

5.Book closure starting and ending dates: 2012/04/24~2012/06/22

6.Any other matters that need to be specified:

(1)This (2012) annual general meeting will adopt electronic voting as one of the methods for shareholders to vote for resolutions. For voting on line, the electronic voting platform of Taiwan Depositary and Clearing Corporationwill be available at https://www.stockvote.com.tw beginning from May 23, 2012 to June 19, 2012. Please log in and vote in accordance with theinstructions.

(2)The validification and calculation of electronic votes will be handled by Yuanta Securities Co. Ltd. (Registrar & Transfer Agency Department).

(3)There will not be any souvenir for this annual general meeting.