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
July 10, 2013
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 offices)
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
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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 No X
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Chunghwa Telecom Co., Ltd. | ||
Date : July 10, 2013 | By: | /s/ Shu Yeh | |
Name: | Shu Yeh | ||
Title: | Senior Executive Vice President CFO | ||
Exhibit No.
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Description
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EX-99.1
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Announcement on 2013/06/19 : Chunghwa Telecom participates in an investors conference
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EX-99.2
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Announcement on 2013/06/20 : To announce the procurement of DSLAM VDSL2 (project B)
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EX-99.3
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Announcement on 2013/06/20 : To announce the procurement of DSLAM VDSL2 (project A)
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EX-99.4
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Announcement on 2013/06/25 : Major resolutions of 2013 Annual General Meeting
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EX-99.5
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Announcement on 2013/06/25 : New appointment of the President
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EX-99.6
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Announcement on 2013/06/25 : Election of the Chairman
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EX-99.7
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Announcement on 2013/06/25 : Election of directors
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EX-99.8
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Announcement on 2013/06/25 : Replacement of members of Compensation Committee
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EX-99.9
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Announcement on 2013/06/25 : To announce the record date for dividend distribution
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EX-99.10
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Announcement on 2013/06/25 : Establish an audit committee
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EX-99.11
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Announcement on 2013/06/25 : Election of independent directors
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EX-99.12
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Announcement on 2013/06/28 : Supplementary announcement of election of directors and supervisors
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EX-99.13
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Announcement on 2013/07/10 : To announce the Company's June 2013 revenues
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EX-99.14
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Announcement on 2013/07/10 : June 2013 sales
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Chunghwa Telecom participates in an investors conference Date of events: 2013/06/19 Contents:
1. | Date of the investor conference:2013/06/27 |
2. | Time of the investor conference: 8:00AM |
3. | Location of the investor conference: Taipei |
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 Companys website: Presentation will be released on |
http://www.cht.com.tw/ir
7. Any other matters that need to be specified: None
To announce the procurement of DSLAM VDSL2 (project B)
Date of events: 2013/06/20 |
Contents: |
1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): One lot of DSLAM VDSL2 for 2013 expansion plan (project B)
2. | Date of the occurrence of the event: 2013/06/20~2013/06/20 |
3. | Transaction volume (e.g.XX square meters, equivalent to XX p'ing), unit price, total transaction |
price:NT$855,143,079 |
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):D-Link Corporation(Taiwan).
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 persons 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): Partial delivery, partial payment.
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: To offer quality network service. |
17. | Do the directors have any objection to the present transaction?: No |
18. | Any other matters that need to be specified: None |
To announce the procurement of DSLAM VDSL2 (project A)
Date of events: 2013/06/20 |
Contents: |
1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): One lot of DSLAM VDSL2 for 2013 expansion plan (project A)
2. | Date of the occurrence of the event: 2013/06/20~2013/06/20 |
3. | Transaction volume (e.g.XX square meters, equivalent to XX p'ing), unit price, total transaction |
price: NT$855,524,787 |
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): Hwacom Systems Inc.
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 persons 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): Partial delivery, partial payment.
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: To offer quality network service. |
17. | Do the directors have any objection to the present transaction? : No |
18. | Any other matters that need to be specified: None |
Major resolutions of 2013 Annual General Meeting Date of events: 2013/06/25 Contents: |
1. | Date of the shareholders' meeting: 2013/06/25 |
2. | Important resolutions: (1) Ratification of 2012 business report and financial statements. |
(2)Ratification of the proposal for the distribution of 2012 earnings; the cash dividend is
NT$4.6295 per share. (3)Approval of the proposal for a cash distribution from capital surplus; the cash distribution is NT$0.7205 per share. (4)Approval of the amendment of the Articles of Incorporation. (5)Approval of the amendment of the Procedures for Acquisition and Disposal of Assets. (6)Approval of the amendment of the Procedures for Lending of Capital to Others. (7)Approval of the amendment of the Operational Procedures for Endorsements and Guarantees. (8)The election of the Company's 7th term directors Directors/Representatives of the MOTC: Yen-Sung Lee, Mu-Piao Shih, Yu-Fen Hong, Jih-Chu Lee, Gordon S. Chen, Yi-Bing Lin, Su-Ghen Huang, Shih-Peng Tsai. Independent directors: Chung-Yu Wang, Zse-Hong Tsai, Rebecca Chung- Fern Wu, Tain-Jy Chen and Yun-Tsai Chou. (9)Approval of the proposal to release the non-compete restrictions on the 7th term of directors.
3. | Endorsement of the annual financial statements (indicate yes or no):Yes |
4. | Any other matters that need to be specified: None |
New appointment of the President Date of events: 2013/06/25 Contents: |
1. | Date of the board of directors resolution or date of occurrence of the change: 2013/06/25 |
2. | Name and resume of the replaced general manager: Mu-Piao Shih, President of Chunghwa Telecom |
Co., Ltd., Master of Electrical Engineering from National Taiwan University
3. Name and resume of the new general manager: Mu-Piao Shih, President of Chunghwa Telecom Co., Ltd., Master of Electrical Engineering from National Taiwan University
4. Type of the change (please enter: resignation, position adjustment, dismissal, retirement, death or new appointment ):New appointment
5. | Reason for the change: Resolution of the 7th term of board |
6. | Effective date of the new appointment: 2013/06/25 |
7. | Any other matters that need to be specified: None |
Election of the Chairman Date of events: 2013/06/25 Contents: |
1. | Date of the board of directors resolution or date of occurrence of the change: 2013/06/25 |
2. | Name and resume of the replaced chairman: Yen-Sung Lee, the Chairman of Chunghwa Telecom, |
Ph. D. in Information Engineering, National Chiao Tung University
3. Name and resume of the new chairman: Yen-Sung Lee, the Chairman of Chunghwa Telecom, Ph. D. in Information Engineering, National Chiao Tung University
4. Type of the change (please enter: resignation, position adjustment, conge, tenure expired or new appointment ): tenure expired and new appointment
5. | Reason for the change: Resolution of the 7th term of board |
6. | Effective date of the new appointment:2013/06/25 |
7. | Any other matters that need to be specified: None |
Election of directors Date of events: 2013/06/25 Contents: |
1. | Date of occurrence of the change:2013/06/25 |
2. | Name and resume of the replaced person: Representative of the Ministry of Transportation and |
Communications (MOTC): Yen-Sung Lee; Chairman & CEO of Chunghwa Telecom Representative of MOTC: Mu-Piao Shih; President of Chunghwa Telecom Representative of MOTC: Shyue-Ching Lu; Consultant of Chunghwa Telecom Representative of MOTC: Yi-Bing Lin; Senior Vice President of National Chiao Tung University Representative of MOTC: Gordon S. Chen; Honorary Professor of Chung Yuan Christian University Representative of MOTC: Jeng-Fang Jong; Director of Personnel Department, MOTC Representative of MOTC: Shih-Wei Pan; Political Deputy, Minister of Council of Labor Affairs Representative from MOTC: Yu-Fen Hong; Director of Accounting Department, MOTC Representative from MOTC: Shih-Peng Tsai; President of Chunghwa Telecom Workers Union Independent Director: Zse-Hong Tsai; Professor of Electrical Engineering Department, National Taiwan University Independent Director: Chung-Yu Wang; Chairman of Chinese International Economic Cooperation Association Independent Director: Rebecca Chung-Fern Wu; Professor of Accounting Department, National Taiwan University
3. Name and resume of the replacement: Representative of MOTC: Yen-Sung Lee; Chairman & CEO of Chunghwa Telecom Representative of MOTC: Mu-Piao Shih; President of Chunghwa Telecom Representative from MOTC: Yu-Fen Hong; Director of Accounting Department, MOTC
Representative from MOTC: Jih-Chu Lee; Chairperson of Chunghwa Post Co., Ltd. Representative from MOTC: Gordon S. Chen; Honorary Professor of Chung Yuan Christian University Representative from MOTC: Yi-Bing Lin; Senior Vice President of National Chiao Tung University Representative from MOTC: Su-Ghen Huang; Director of Planning Department, Directorate-General of Budget, Accounting and Statistics, Executive Yuan Representative from MOTC: Shih-Peng Tsai; President of Chunghwa Telecom Workers Union Independent Director: Chung-Yu Wang; Chairman of Chinese International Economic Cooperation Association Independent Director: Zse-Hong Tsai; Professor of Electrical Engineering Department, National Taiwan University Independent Director: Rebecca Chung-Fern Wu; Professor of Accounting Department, National Taiwan University Independent Director: Tain-Jy Chen; Professor of Economics Department, National Taiwan University Independent Director: Yun-Tsai Chou; Associate Professor, Graduate Program in Social Informatics Department, Yuan Ze University
4. Type of the change (please enter: resignation, discharge, tenure expired or new appointment ):New appointment
5. | Reason for the change: Tenure expired and the whole Board be elected. |
6. | Number of shares held by the new director at the time of appointment: 2,737,718,976 shares held by |
MOTC |
7. |
Original term (from __________ to __________ ):2010/06/18 ~ 2013/06/17 |
8. | Effective date of the new appointment:2013/06/25 |
9. | Rate of turnover of directors of the same term: The whole Board is elected. |
10. | Any other matters that need to be specified: None |
Replacement of members of Compensation Committee Date of events: 2013/06/25 Contents:
1. | Date of occurrence of the change:2013/06/25 |
2. | Name of the functional committees: Compensation Committee |
3. | Name and resume of the replaced member: Chung-Yu Wang, independent director of the company; |
Chung-Fern Wu, independent director of the company; Jeng-Fang Jong, representative of juristic-person director.
4. Name and resume of the new member: Chung-Yu Wang, independent director of the company; Chung-Fern Wu, independent director of the company; Tain-Jy Chen, independent director of the company.
5. Type of the change (please enter: resignation, discharge, tenure expired or new appointment):tenure expired and new appointment
6. | Reason of the change: the election of the Companys Directors |
7. |
Original term (from __________ to __________ ): from 2011/08/26 to 2013/06/17 |
8. | Effective date of the new member: 2013/06/25 |
9. | Any other matters that need to be specified: None |
To announce the record date for dividend distribution
Date of events: 2013/06/25 |
Contents: |
1. Date of the resolution by the board of directors or shareholders' meeting or decision by the Company: 2013/06/25
2. Type of ex-rights or ex-dividend (please enter: Ex-rights, Ex-dividend, or Ex-rights and dividend):Ex-dividend
3. Type and monetary amount of dividend distribution: Cash dividend of NT$4.6295 per share and cash distribution of NT$0.7205 per share from capital surplus, making a total payment of NT$5.35 per share.
4. | Ex-rights (ex-dividend) trading date: 2013/07/17 |
5. | Last date before book closure: 2013/07/18 |
6. | Book closure starting date: 2013/07/19 |
7. | Book closure ending date: 2013/07/23 |
8. | Ex-rights (ex-dividend) record date:2013/07/23 |
9. | Any other matters that need to be specified: None. |
Establish an audit committee Date of events: 2013/06/25 Contents: |
1. | Date of occurrence of the change:2013/06/25 |
2. | Name of the functional committees: Audit committee |
3. | Name and resume of the replaced member: N/A |
4. | Name and resume of the new member: (1) Chung-Yu Wang: Independent director of the company, |
Chairman of Chinese International Economic Cooperation Association; Honorary Doctorate of Chung Yuan Christian University. (2)Zse-Hong Tsai: Independent director of the company, Professor of Electrical Engineering at National Taiwan University; Ph.D in Electrical Engineering, UCLA. (3) Chung-Fern Wu: Independent director of the company, Professor of Accounting at National Taiwan University; Ph.D in Accounting & Information Management, UCLA. (4) Tain-Jy Chen: Independent director of the company, Professor of Economics at National Taiwan University; Ph.D in Economics, Pennsylvania State University. (5) Yun-Tsai Chou: Independent director of the company, Associate Professor of Graduate Program in Social Informatics at Yuan Ze University; Ph.D in Public Policy, George Washington University.
5. Type of the change (please enter: resignation, discharge, tenure expired or new appointment): new appointment
6. | Reason of the change: Establish an audit committee to substitute supervisors |
7. |
Original term (from __________ to __________ ):N/A |
8. | Effective date of the new member:2013/06/25 |
9. | Any other matters that need to be specified: None |
Election of independent directors Date of events: 2013/06/25 Contents: |
1. | Date of occurrence of the change:2013/06/25 |
2. | Name and resume of the replaced director or supervisor: Zse-Hong Tsai; Professor of Electrical |
Engineering Department, National Taiwan University Chung-Yu Wang; Chairman of Chinese International Economic Cooperation Association Rebecca Chung-Fern Wu; Professor of Accounting Department, National Taiwan University
3. Name and resume of the replacement: Chung-Yu Wang; Chairman of Chinese International Economic Cooperation Association Zse-Hong Tsai; Professor of Electrical Engineering Department, National Taiwan University Rebecca Chung-Fern Wu; Professor of Accounting Department, National Taiwan University Tain-Jy Chen; Professor of Economics Department, National Taiwan University Yun-Tsai Chou; Associate Professor, Graduate Program in Social Informatics Department, Yuan Ze University
4. Type of the change (please enter: resignation, discharge, tenure expired or new appointment ):New appointment
5. | Reason for the change: Tenure expired and all independent directors are re-elected |
6. |
Original term of office (from __________ to __________ ): 2010/06/18~2013/06/17 |
7. | Effective date of the new appointment: 2013/06/25 |
8. | Rate of turnover of directors of the same term: The whole Board is elected. |
9. | Rate of turnover of independent directors of the same term: All independent directors are elected. |
10. | Any other matters that need to be specified: The five newly elected independent directors have been |
appointed to the audit committee. |
Supplementary announcement of election of directors and supervisors
Date of events: 2013/06/25 |
Contents: |
1. | Date of occurrence of the change: 2013/06/25 |
2. | Name and resume of the replaced person: |
Directors:
Representative of the Ministry of Transportation and Communications (MOTC):Yen-Sung Lee; Chairman & CEO of Chunghwa Telecom Representative of MOTC: Mu-Piao Shih; President of Chunghwa Telecom Representative of MOTC: Shyue-Ching Lu; Consultant of Chunghwa Telecom Representative of MOTC: Yi-Bing Lin; Senior Vice President of National Chiao Tung University Representative of MOTC: Gordon S. Chen; Honorary Professor of Chung Yuan Christian University Representative of MOTC: Jeng-Fang Jong; Director of Personnel Department, MOTC
Representative of MOTC: Shih-Wei Pan; Political Deputy, Minister of Council of Labor Affairs Representative from MOTC: Yu-Fen Hong; Director of Accounting Department, MOTC Representative from MOTC: Shih-Peng Tsai; President of Chunghwa Telecom Workers Union Independent Director: Zse-Hong Tsai; Professor of Electrical Engineering Department, National Taiwan University Independent Director: Chung-Yu Wang; Chairman of Chinese International Economic Cooperation Association Independent Director: Rebecca Chung-Fern Wu; Professor of Accounting Department, National Taiwan University Supervisors: Representative of Chunghwa Post Co., Ltd.(Chunghwa Post): Su-Ghen Huang; the director of the Department of Planning of the Directorate General of Budget, Accounting and Statistics at the Executive Yuan Representative of Chunghwa Post: I-Hwa Wu;the vice president of Chunghwa Post Representative of National Development Fund, Executive Yuan: I-chuan Liou; the general director of Department of Education, Science and Culture of Executive Yuan
3. Name and resume of the replacement:
Representative of MOTC: Yen-Sung Lee; Chairman & CEO of Chunghwa Telecom Representative of MOTC: Mu-Piao Shih; President of Chunghwa Telecom Representative from MOTC: Yu-Fen Hong; Director of Accounting Department, MOTC
Representative from MOTC: Jih-Chu Lee; Chairperson of Chunghwa Post Co., Ltd.
Representative from MOTC: Gordon S. Chen; Honorary Professor of Chung Yuan Christian University Representative from MOTC: Yi-Bing Lin; Senior Vice President of National Chiao Tung University Representative from MOTC: Su-Ghen Huang; Director of Planning Department, Directorate-General of Budget, Accounting and Statistics, Executive Yuan Representative from MOTC: Shih-Peng Tsai; President of Chunghwa Telecom Workers Union Independent Director: Chung-Yu Wang; Chairman of Chinese International Economic Cooperation Association Independent Director: Zse-Hong Tsai; Professor of Electrical Engineering Department, National Taiwan University Independent Director: Rebecca Chung-Fern Wu; Professor of Accounting Department, National Taiwan University Independent Director: Tain-Jy Chen; Professor of Economics Department, National Taiwan University Independent Director: Yun-Tsai Chou; Associate Professor, Graduate Program in Social Informatics Department, Yuan Ze University
4. Type of the change (please enter: resignation, discharge, tenure expired or new appointment ):Tenure expired and new appointment
5. | Reason for the change: Tenure expired and the whole Board be elected. |
6. | Number of shares held by the new director at the time of appointment: 2,737,718,976 shares held by |
MOTC |
7. |
Original term (from __________ to __________ ):2010/06/18~2013/06/17 |
8. | Effective date of the new appointment:2013/06/25 |
9. | Rate of turnover of directors of the same term:The whole Board is elected. |
10. | Any other matters that need to be specified: None |
To announce the Company's June 2013 revenues Date of events: 2013/07/10 Contents: |
1. | Date of occurrence of the event:2013/07/10 |
2. | Company name: Chunghwa Telecom Co., Ltd. |
3. | Relationship to the Company (please enter head office or subsidiaries): Head office |
4. | Reciprocal shareholding ratios: N/A |
5. | Cause of occurrence: Chunghwa Telecom today announced a 2.0% year-over-year increase in |
unaudited consolidated revenue to NT$18.71 billion for June 2013. Operating income decreased by 9.4% to NT$4.21 billion. Income before income tax decreased by 8.6% to NT$4.27 billion. Net income attributable to owners of the parent decreased by 11.8% to NT$3.51 billion, and EPS was NT$0.45. Although mobile voice revenue decreased by 4.5% attributed to market competition and tariff reduction beginning April 2013, mobile communications business revenue increased 8.9% year-over-year, mainly due to the growth of mobile value-added service revenue of 31.5% because of mobile internet subscriber increase, and the hot selling of smartphones which increased handset sales by 17.5%. Broadband access revenue decreased by 2.3% mainly due to the NCC tariff reduction beginning April. HiNet ISP service revenue increased by 1.5% year over year due to the HiNet customer increase. MOD revenue increased 11.6% year over year attributed to the growth in subscribers and the subscription of packages. For traditional fixed line services, owing to the mobile and VOIP substitution, local service revenue and domestic long distance service revenue decreased by 7.3% and 3.4%, respectively. Additionally, ICT project revenue also increased year over year.
Operating costs and expenses increased 16.5% year-over-year, mainly due to the reversal in the allowance for bad debt in June last year and the increase in costs of goods sold owing to the hot selling of smartphones.
6. | Countermeasures: None |
7. | Any other matters that need to be specified: None |
Chunghwa Telecom
July 10, 2013
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 Jun 2013
1)
Period |
|
Items |
|
2013 |
|
2012 |
|
Changes |
|
% |
|
Jun |
|
Net sales |
|
18,707,210 |
|
18,348,724 |
|
(+)358,486 |
|
(+)1.95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Jan-Jun |
|
Net sales |
|
112,411,630 |
|
109,884,371 |
|
(+)2,527,259 |
|
(+)2.30 |
% |
b