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 April 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: 2012/04/11 |
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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 2012/03/15 : To announce the acquisition of KGI Securities Co. LTD. Bonds |
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2. |
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Announcement on 2012/03/26 : To announce the acquisition of Fubon Financial Holding Corporate Bonds |
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3. |
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Announcement on 2012/03/27 : To announce the board approves the procurement of Project A of NG SDH+OXC Network Equipment and Installation |
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4. |
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Announcement on 2012/03/27 : Supplement announcement to announce the board approves the procurement of Project B of NG SDH+OXC Network Equipment and Installation |
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5. |
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Announcement on 2012/03/27 : To announce the procurement of Project B of NG SDH+OXC Network Equipment and Installation |
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6. |
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Announcement on 2012/03/27 : The Board resolves the distribution of cash dividend for year 2011 |
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7. |
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Announcement on 2012/04/09 : Explanation of the report that the Company’s procurement plan of nearly NT$5 billion for its fiber network is welcomed by Taiwan ICT manufacturers |
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8. |
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Announcement on 2012/04/10 : To announce the Company’s March 2012 revenues |
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9. |
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Announcement on 2012/04/10 : March 2012 sales |
EXHIBIT 1
To announce the acquisition of KGI Securities Co. LTD. Bonds
Date of events: 2011/03/15
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): KGI Securities Co. LTD. Corporate Bonds (Code: B91007)
2.Date of occurrence of the event:2012/03/15~2012/03/15
3.Volume, unit price, and total monetary amount of the transaction: total amount: NT$300,000,000.
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): KGI; 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; decision-making department: 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$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: 7.43% of total assets; 8.57% 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$14.81
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 2
To announce the acquisition of Fubon Financial Holding Corporate Bonds
Date of events: 2011/03/26
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): Fubon Financial Holding Co., Ltd. Corporate Bonds (Code: B97829)
2.Date of occurrence of the event:2012/03/26~2012/03/26
3.Volume, unit price, and total monetary amount of the transaction: total amount: NT$303,373,377.
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): Yuanta Securities; 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 reditor’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; 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$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: 7.43% of total assets; 8.57% of total shareholder’s equity; The operating capital as shown in the most recent financial statement is 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$25.77
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 3
To announce the board approves the procurement of Project A of NG SDH+OXC Network Equipment and Installation
Date of events: 2011/03/27
Contents:
1.Name and nature of the subject matter (e.g. land located at Sub lot XX, Lot XX, North District, Taichung City):Project A of NG SDH+OXC Network Equipment and Installation for 2012.
2.Date of the occurrence of the event:2012/03/27~2012/03/27
3.Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total transaction price:NT$675,000,000
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 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: This procurement may be approved by the board in the circumstances that the transaction-related information and its rationality are verified by the management.
EXHIBIT 4
Supplement announcement to announce the board approves the procurement of Project B of NG SDH+OXC Network Equipment and Installation
Date of events: 2011/03/27
Contents:
1.Name and nature of the subject matter (e.g. land located at Sub lot 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:2012/03/27~2012/03/27
3.Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total transaction price:NT$745,000,000
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: This procurement is approved by the board on 2012/03/27.
EXHIBIT 5
To announce the procurement of Project B of NG SDH+OXC Network Equipment and Installation
Date of events: 2012/03/27
Contents:
1.Name and nature of the subject matter (e.g. land located at Sub lot 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:2012/03/27~2012/03/27
3.Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total transaction price:NT$745,000,000
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 6
The Board resolves the distribution of cash dividend for year 2011
Date of events: 2012/03/27
Contents:
1.Date of the board of directors resolution:2012/03/27
2.Type and monetary amount of dividend distribution: The Board of Directors resolved to distribute cash dividend NT$5.4608 per share for year 2011.
3.Any other matters that need to be specified: None
EXHIBIT 7
Explanation of the report that the Company’s procurement plan of nearly NT$5 billion for its fiber network is welcomed by Taiwan ICT manufacturers
Date of events: 2012/04/09
Contents:
1.Name of the reporting media: Commercial Times
2.Date of the report:2012/04/09
3.Content of the report: Chunghwa Telecom planned to invest NT$200 billion on fiber network construction in five years.
4.Summary of the information provided by investors: None
5.Company’s explanation of the reportage or provided information: Chunghwa Telecom has stated in its material information filed on July 6, 2011 about the media report of “Chunghwa Telecom plans to spend NT$200 billion developing its broadband network over the next 10 years,” that “In compliance with ‘National Broadband Development Policy’, the Company expressed its vision for broadband development. Amount of related investments depend on the Company’s annual actual demand and will be announced after the approval of board meeting.” The plan of NT$200 billion investment in broadband network (including fixed and wireless broadband) over ten years has not been changed.
6.Countermeasures: None
7.Any other matters that need to be specified: None
EXHIBIT 8
To announce the Company’s March 2012 revenues
Date of events: 2012/04/10
Contents:
1.Date of occurrence of the event:2012/04/10
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 0.5% year-over-year increase in unaudited unconsolidated total revenue to NT$15.4 billion in March 2012. Operating costs and expense increased by 6% to NT$11.8 billion. Operating income decreased by 14.0% to NT$3.63 billion, net income decreased by 15.0% to NT$3.25 billion, and EPS decreased by 14.3% to NT$0.42. To sum up, growth of mobile value added service, MOD and ICT projects offset the decline of broadband and traditional fixed line services revenue attributable to tariff cuts and market competition. However, the increase in operating costs and expense resulted in the decline of operating income, net income, EBITDA and EPS year over year.
Mobile communications business revenue increased 6.3% year over year. Mobile value added service revenue grew by 27% because of the increase in mobile internet subscribers. Mobile voice revenue increased 1.2% as the working days are more than the same period of last year (there was Chinese New Year vacation in February 2011 and Chunghwa’s revenue is one-month lag), which offset the market competition and the NCC’s mandated tariff reduction. Broadband access revenue decreased by 7.7% due to the broadband tariff reduction in mid 2011 and the ADSL tariff reduction starting this year.
HiNet service revenue decreased by 9.4% also because of tariff reductions along with the aforementioned broadband and ADSL tariff cuts. MOD revenue increased 43.2% year over year. For traditional fixed line services, local service revenue increased by 1.4% as the working days are more than the same period of last year. Domestic long distance service revenue decreased 32.9% due to the tariff reduction starting this year as well as the mobile and VOIP substitution. International long distance service revenue decreased 6.2% attributable to market ompetition. In addition, revenue for ICT projects including the taxation information system project also increased year over year.
Operating costs and expenses increased 6.0% year over year, mainly attributable to higher marketing expenses for smart phones sales with contracts, higher maintenance and material expense for broadband service promotion as well as higher interconnection costs. In addition, costs for ICT projects including the taxation information system project also increased year over year.
6.Countermeasures:None
7.Any other matters that need to be specified: None
EXHIBIT 9
Chunghwa Telecom
April 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 Mar 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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Mar |
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Invoice amount |
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15,462,568 |
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16,156,920 |
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(-)694,352 |
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(-)4.30 |
% |
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Jan-Mar |
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Invoice amount |
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50,891,029 |
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45,191,286 |
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(+)5,699,743 |
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(+)12.61 |
% |
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Mar |
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Net sales |
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15,416,933 |
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15,342,942 |
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(+)73,991 |
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(+)0.48 |
% |
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Jan-Mar |
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Net sales |
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47,744,257 |
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47,584,160 |
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(+)160,097 |
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(+) 0.34 |
% |
b Trading purpose : None