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 June 12, 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: 2012/06/12 |
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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 2012/05/18 : To announce the Disposal of Templeton Global Bond Fund A (acc) |
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2. |
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Announcement on 2012/05/21 : Supplementary Announcement of the Disposal of Templeton Global Bond Fund A (acc) |
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3. |
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Announcement on 2012/05/22 : Chunghwa Telecom participates in an investors conference and holds a non-deal roadshow |
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4. |
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Announcement on 2012/05/22 : Supplement announcement: the awarded bid of procurement of Project A of NG SDH+OXC Network Equipment and Installation |
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5. |
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Announcement on 2012/05/28 : Chunghwa Telecom participates in an investors conference |
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6. |
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Announcement on 2012/06/08 : To announce the acquisition of China Development Financial Holding Corporate Bonds |
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7. |
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Announcement on 2012/06/11 : Explanation of the report that CHT and R&H plan to set up a joint venture to provide cloud services |
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8. |
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Announcement on 2012/06/11 : To announce the Company’s May 2012 revenues |
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9. |
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Announcement on 2012/06/11 : May 2012 sales |
EXHIBIT 1
To announce the Disposal of Templeton Global Bond Fund A (acc)
Date of events: 2011/05/18
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):Templeton Global Bond Fund A (acc)
2.Date of occurrence of the event:2012/05/18~2012/05/18
3.Volume, unit price, and total monetary amount of the transaction: Volume : 417,641.217 Units; Unit price: US$25.05;Total transaction amount: NT$ 309.67 million.
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): Franklin Advisers, Inc. ; Relationship: 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): Approximately NT$2,588 thousand.
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: One-time payment in cash; Restrictive covenants in the contract: None; Other important stipulations: None
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: The transaction was decided by the fund’s NAV on deal date; The redemption price was based on the fund’s NAV declared by the fund management company; The decision-making department was classified according to the Company’s authorization levels.
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): 0; 0; N/A
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: 8.12% of total assets; 9.42% of total stockholders’ equity ; NT$45,858.254 million.
13.Broker and broker’s fee: None
14.Concrete purpose or use of the acquisition or disposition: Short-term investment.
15.Net worth per share of company underlying securities acquired or disposed of: NT$25.05
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: The transaction amount is calculated by the fund’s NAV on 2012/5/17 due to the redemption price yet to be declared.
EXHIBIT 2
Supplementary Announcement of the Disposal of Templeton Global Bond Fund A (acc)
Date of events: 2011/05/18
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):Templeton Global Bond Fund A (acc)
2.Date of occurrence of the event:2012/05/18~2012/05/18
3.Volume, unit price, and total monetary amount of the transaction: Volume: 417,641.217 Units; Unit price: US$24.96; Total monetary amount of transaction: NT$ 308,560 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): Franklin Advisers, Inc. ; Relationship: 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): NT$ 1,446 thousand.
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: Cash payment in full; Restrictive covenants in the contract, and other important stipulations: None
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: The transaction was based on the fund’s NAV on deal date; The price was based on the fund’s NAV announced by the fund management company; 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): Volume: 0 units; Amount : NT$0 (US$0); Shareholding percentage : 0%; 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: 8.12% of total assets; 9.42% of total stockholders’ equity ; The operating capital as shown in the most recent financial statement: NT$45,858,254 thousand.
13.Broker and broker’s fee: None
14.Concrete purpose or use of the acquisition or disposition: Short-term investment.
15.Net worth per share of company underlying securities acquired or disposed of: NT$738.82
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: This announcement was made pursuant to Article 31 due to NAV and related numbers in original announcement (5/18) are different from actual numbers.
EXHIBIT 3
Chunghwa Telecom participates in an investors conference and holds a non-deal roadshow
Date of events: 2011/05/22
Contents:
1.Date of the investor conference:2012/05/24~2012/05/25
2.Time of the investor conference:09:30AM
3.Location of the investor conference: Singapore
4.Brief information disclosed in the investor conference: The conference will be held by UBS.
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
Supplement announcement: the awarded bid of procurement of Project A of NG SDH+OXC Network Equipment and Installation
Date of events: 2011/05/22
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 NG SDH+OXC Network Equipment and Installation for 2012.
2.Date of the occurrence of the event:2012/05/22~2012/05/22
3.Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total transaction price:NT$611,800,000
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 was approved by the board in the circumstances that the transaction-related information and its rationality were verified by the management.
EXHIBIT 5
Chunghwa Telecom participates in an investors conference
Date of events: 2012/05/28
Contents:
1.Date of the investor conference:2012/05/31
2.Time of the investor conference:10:00AM
3.Location of the investor conference: Seoul, Korea
4.Brief information disclosed in the investor conference: The conference will be held by BNP Paribas.
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 6
To announce the acquisition of China Development Financial Holding Corporate Bonds
Date of events: 2012/06/08
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 Development Financial Holding Corp.-Corporate Bonds (Code: B95544)
2.Date of occurrence of the event:2011/09/16~2012/06/08
3.Volume, unit price, and total monetary amount of the transaction: total amount: NT$355,295,163.
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): Concord Securities Co. Ltd and KGI Securities Co. LTD; 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; 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$450,000,000; 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: 8.23% of total assets; 9.54% of total shareholder’s equity; The operating capital as shown in the most recent financial statement is NT$45,858,254,000
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$10.04
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
Explanation of the report that CHT and R&H plan to set up a joint venture to provide cloud services
Date of events: 2012/06/11
Contents:
1.Name of the reporting media: Commercial Times
2.Date of the report:2012/06/11
3.Content of the report: CHT and Rhythm & Hues (R&H) plan to set up a joint venture to provide cloud services.
4.Summary of the information provided by investors: None
5.Company’s explanation of the reportage or provided information: The Company follows internal process to evaluate every investment project and will make official announcement after completing all the procedures. Chunghwa Telecom has no comment on rumors or news reports.
6.Countermeasures: None
7.Any other matters that need to be specified: None
EXHIBIT 8
To announce the Company’s May 2012 revenues
Date of events: 2012/06/11
Contents:
1.Date of occurrence of the event:2012/06/11
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 2.0% year-over-year decrease in unaudited unconsolidated total revenue to NT$15.27 billion in May 2012. Operating costs and expense increased by 2.0% to NT$11.30 billion. Operating income decreased by 11.8% to NT$3.97 billion. Net income decreased by 18.1% to NT$3.54 billion, and EPS decreased by 19.6% to NT$0.45. Mobile communications business revenue increased 4.0% year over year. Mobile value added service revenue grew by 34.1% because of the increase in mobile internet subscribers. Mobile voice revenue decreased 4.6% due to the market competition and the NCC’s mandated tariff reduction. Broadband access revenue decreased by 7.0 % due to the fiber tariff reduction in mid 2011 and the ADSL tariff reduction starting this year. HiNet service revenue decreased by 8.8% also because of tariff reductions along with the aforementioned fiber and ADSL tariff cuts. MOD revenue increased 38.1% year over year. For traditional fixed line services, local service revenue decreased by 5.2% because of mobile substitution. Domestic long distance service revenue decreased 35.8%, lower than our expectation, mainly due to the tariff reduction starting this year which stimulated the traffic in the mean time. International long distance service revenue decreased 4.6% attributable to market competition. Operating costs and expenses increased 2.0% year over year, mainly attributable to the increase in marketing expense for mobile internet service promotion as well as higher interconnection costs. Moreover, non-operating income decreased by 61.9% due to less construction revenue from our property development subsidiary, resulting a 18.1% decrease in net income.
6.Countermeasures:None
7.Any other matters that need to be specified: None
EXHIBIT 9
Chunghwa Telecom
June 11, 2012
This is to report the changes or status of 1) Sales volume 2) Funds lent to other parties 3) Endorsements and guarantees 4) Financial derivative transactions for the period of May 2012
1) Sales volume (NT$ 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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May |
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Invoice amount |
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15,851,403 |
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16,349,791 |
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(-)498,388 |
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(-)3.05 |
% |
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Jan-May |
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Invoice amount |
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82,819,762 |
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78,193,855 |
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(+)4,625,907 |
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(+)5.92 |
% |
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May |
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Net sales |
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15,266,518 |
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15,580,335 |
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(-)313,817 |
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(-)2.01 |
% |
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Jan-May |
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Net sales |
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78,683,514 |
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79,182,156 |
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(-)498,642 |
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(-)0.63 |
% |
b Trading purpose : None