Edgar Filing: CHUNGHWA TELECOM CO LTD

Form 20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number 001-31731

Chunghwa Telecom Co., Ltd.

(Exact name of Registrant as specified in its charter)

Chunghwa Telecom Co., Ltd.

(Translation of Registrant’s name into English)

Taiwan, Republic of China

(Jurisdiction of incorporation or organization)

21-3 Hsinyi Road, Section 1, Taipei, Taiwan, Republic of China

(Address of principal executive offices)

Fufu Shen

21-3 Hsinyi Road, Section 1, Taipei,

Taiwan, Republic of China

Tel: +886 2 2344-5488

Email: chtir@cht.com.tw

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Shares, par value NT$10 per share

American Depositary Shares, as evidenced by American

Depositary Receipts, each representing 10 Common Shares

New York Stock Exchange*

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

7,757,446,545 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S -T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨

International Financial Reporting Standards as issued

by the International Accounting Standards Board x

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No

*	Not for trading, but only in connection with the listing on the New York Stock Exchange of the American Depositary Shares

CHUNGHWA TELECOM CO., LTD.

FORM 20-F ANNUAL REPORT

FISCAL YEAR ENDED DECEMBER 31, 2015

Table of Contents


		Page
SUPPLEMENTAL INFORMATION			1
FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT MAY NOT BE REALIZED			1

PART I			2
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		2
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		2
ITEM 3.	KEY INFORMATION		2
ITEM 4.	INFORMATION ON THE COMPANY		18
ITEM 4A.	UNRESOLVED STAFF COMMENTS		66
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		66
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		92
ITEM 7.	MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS		101
ITEM 8.	FINANCIAL INFORMATION		102
ITEM 9.	THE OFFER AND LISTING		103
ITEM 10.	ADDITIONAL INFORMATION		105
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		120
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		122

PART II			124
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		124
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		124
ITEM 15.	CONTROLS AND PROCEDURES		124
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT		126
ITEM 16B.	CODE OF ETHICS		126
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		126
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		127
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		127
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		127
ITEM 16G.	CORPORATE GOVERNANCE		127
ITEM 16H.	MINE SAFETY DISCLOSURE		130

PART III			130
ITEM 17.	FINANCIAL STATEMENTS		130
ITEM 18.	FINANCIAL STATEMENTS		130
ITEM 19.	EXHIBITS		131

SUPPLEMENTAL INFORMATION

All references to “we,” “us,” “our” and “our company” in this annual report are to Chunghwa Telecom Co., Ltd. and our consolidated subsidiaries, unless the context otherwise requires. All references to “shares” and “common shares” are to our common shares, par value NT$10 per share, and to “ADSs” are to our American depositary shares, each of which represents ten of our common shares. The ADSs are issued under the deposit agreement, as amended, supplemented or modified from time to time, originally dated as of July 17, 2003, among Chunghwa Telecom Co., Ltd. and the Bank of New York, and amended and restated on November 14, 2007, among Chunghwa Telecom Co., Ltd. and JP Morgan Chase Bank, as depository, and the holders and beneficial owners of American Depositary Receipts issued thereunder. All references to “Taiwan” are to the island of Taiwan and other areas under the effective control of the Republic of China. All references to “the government” or “the ROC government” are to the government of the Republic of China. All references to “the Ministry of Transportation and Communications” or “the MOTC” are to the Ministry of Transportation and Communications of the Republic of China. All references to “the National Communications Commission” or “the NCC” are to the National Communications Commission of the Republic of China. All references to the “Securities and Futures Bureau” are to the Securities and Futures Bureau of the Republic of China or its predecessors, as applicable. “ROC GAAP” means the generally accepted accounting principles of the Republic of China, “U.S. GAAP” means the generally accepted accounting principles of the United States, “IFRSs” means International Financial Reporting Standards as issued by the International Accounting Standards Board, and “Taiwan IFRSs” means the International Financial Reporting Standards as issued by the International Accounting Standards Board and endorsed by the Financial Supervisory Commission, or the FSC, which are required to be adopted by applicable companies in the ROC pursuant to the “Framework for Adoption of International Financial Reporting Standards by Companies in the ROC” promulgated by the FSC on May 14, 2009. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Unless otherwise indicated, or the context otherwise requires, references in this annual report to financial and operational data for a particular year refer to the fiscal year of our company ending December 31 of that year.

When we refer to our “privatization” or our being “privatized” in this annual report, we mean our status as a non-state-owned entity after the government reduced its ownership of our outstanding common shares, including our common shares owned by entities majority-owned by the government, to less than 50%. We were privatized in August 2005.

We publish our consolidated financial statements in New Taiwan dollars, the lawful currency of the Republic of China. In this annual report, “NT$” and “NT dollars” mean New Taiwan dollars, “$”, “US$” and “U.S. dollars” mean United States dollars.

FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT MAY NOT BE REALIZED

This annual report contains forward-looking statements, including statements regarding:

•

our business and operating strategies;

•

our network expansion plans;

•

our business, operations and prospects;

•

our financial condition and results of operations;

•

our dividend policy;

•

the telecommunications industry regulatory environment in Taiwan; and

•

future developments in the telecommunications industry in Taiwan.

These forward-looking statements are generally indicated by the use of forward-looking terminology such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “aim,” “seek,” “project,” “may,” “will” or other similar words that express an indication of actions or results of actions that may or are expected to occur in the future. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions, many of which are beyond our control. The forward looking statements are contained principally in the sections entitled “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.” These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. We have based these forward looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. You should not place undue reliance on these statements, which apply only as of the date of this annual report. These forward-looking statements are based on our own information and on information from other sources we believe to be reliable. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause differences include, but are not limited to, those discussed under “Item 3. Key Information—D. Risk Factors.” In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this annual report might not occur and our actual results could differ materially from those anticipated in these forward-looking statements. The forward looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report completely and with the understanding that our actual future results may be materially different from what we expect.

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.

KEY INFORMATION

We were privatized as a result of a secondary ADS offering and concurrent domestic auction of our common shares on August 12, 2005. The privatization has enabled us to develop our business and respond to changing market conditions more rapidly and efficiently.

A. Selected Financial Data

The FSC in the Republic of China, or ROC, supervises the financial and business matters of publicly-held companies, and we are required to comply with relevant regulations promulgated by the FSC. Prior to January 1, 2013, we prepared our consolidated financial statements, in accordance with ROC GAAP for purposes of our filings with the Taiwan Stock Exchange, or TWSE, with reconciliation of net income and balance sheet differences of our consolidated financial statements to U.S. GAAP for certain filings with the U.S. Securities and Exchange Commission, or the SEC. Starting from January 1, 2013, we have prepared our financial statements under Taiwan IFRSs pursuant to the requirements of the “Framework for Adoption of International Financial Reporting Standards by Companies in the ROC” promulgated by the FSC on May 14, 2009. While we have adopted Taiwan IFRSs for reporting in the ROC our annual consolidated financial statements and interim quarterly unaudited consolidated financial statements since January 1, 2013, we have adopted International

Financial Reporting Standards as issued by the International Accounting Standards Board, or IFRSs, which differs in certain material respects from Taiwan IFRSs, for certain filings with the SEC, including our annual reports on Form 20-F for the year ended December 31, 2013 and thereafter and our interim quarterly unaudited consolidated financial statements provided on Form 6-K beginning with the three months ended March 31, 2013. Therefore, we no longer prepare any reconciliation of our consolidated financial statements with U.S. GAAP.

The selected consolidated statements of comprehensive income data and consolidated cash flows data for the years ended December 31, 2013, 2014 and 2015, and the selected consolidated balance sheets data as of December 31, 2014 and 2015 set forth below are derived from our audited consolidated financial statements included elsewhere in this annual report and should be read in conjunction with, and are qualified in their entirety by reference to, our consolidated financial statements and the related notes. The selected consolidated statements of comprehensive income data and consolidated cash flows data for the year ended December 31, 2012, and the selected consolidated balance sheet data as of December 31, 2012 and 2013 set forth below are derived from our audited consolidated financial statements, which are not included this annual report. The consolidated financial statements have been prepared and presented in accordance with IFRSs. In addition, financial data as of and for the year ended December 31, 2011 derived from our consolidated financial statements prepared in accordance with ROC GAAP are not set forth below.


	Year Ended December 31
	2012			2013			2014			2015
	NT$			NT$			NT$			NT$			US$
	(in billions, except for percentages and per share and per ADS data)
Consolidated Statements of Comprehensive Income Data:
Revenues		221.4			228.0			226.6			231.8			7.1
Operating costs		(141.5	)		(147.3	)		(148.4	)		(148.1	)		(4.5	)

Gross profit		79.9			80.7			78.2			83.7			2.6
Operating expenses		(29.9	)		(33.1	)		(34.0	)		(33.2	)		(1.0	)
Other income and expenses		(1.6	)		0.1			0.6			(0.1	)		—

Income from operations		48.4			47.7			44.8			50.4			1.6
Non-operating income and expenses⁽¹⁾		1.6			1.4			1.8			1.6			—

Income before income tax		50.0			49.1			46.6			52.0			1.6
Income tax expense		(7.4	)		(6.5	)		(9.0	)		(9.1	)		(0.3	)

Consolidated net income		42.6			42.6			37.6			42.9			1.3

Attributable to:
Stockholders of the parent		41.5			41.5			37.0			42.1			1.3
Noncontrolling interests		1.1			1.1			0.6			0.8			—

		42.6			42.6			37.6			42.9			1.3

Earnings per share:
Basic		5.35			5.35			4.77			5.42			0.17
Diluted		5.33			5.34			4.76			5.41			0.17
Earnings per ADS equivalent:
Basic		53.49			53.49			47.66			54.19			1.65
Diluted		53.34			53.40			47.58			54.06			1.65


	As of December 31
	2012		2013			2014		2015
	NT$		NT$			NT$		NT$		US$
	(in billions, except for percentages and per share and per ADS data)
Consolidated Balance Sheets Data:
Working capital		40.2		(0.3	)		6.9		13.3		0.4
Long-term investments		19.7		15.3			13.1		10.5		0.3
Property, plant and equipment		297.3		302.7			302.7		296.4		9.0
Investment properties		7.8		8.0			7.6		7.9		0.2
Intangible assets		5.8		44.4			42.8		50.4		1.5
Total assets		440.0		441.0			446.5		452.8		13.8
Short-term loans		0.1		0.3			0.6		0.1		—
Current portion of long-term loans		—		0.3			—		—		—
Long-term loans⁽²⁾		2.1		1.4			1.9		1.7		0.1
Customers’ deposits		4.9		4.8			4.8		4.7		0.1
Net defined benefit liabilities		4.6		5.5			6.5		7.1		0.2
Deferred revenue		3.8		3.7			3.4		3.6		0.1
Total liabilities		76.6		77.8			80.8		83.4		2.5
Capital stock		77.6		77.6			77.6		77.6		2.4
Equity attributable to stockholders of the parent		359.1		358.3			360.8		364.3		11.1
Noncontrolling interests		4.3		4.9			4.9		5.1		0.2


	Year Ended December 31
	2012			2013			2014			2015
	NT$			NT$			NT$			NT$			US$
	(in billions, except for percentages and per share)
Consolidated Cash Flows Data:
Net cash provided by operating activities		65.6			75.3			71.4			76.3			2.3
Net cash used in investing activities		(18.6	)		(49.1	)		(27.3	)		(30.4	)		(0.9	)
Net cash used in financing activities		(42.5	)		(42.5	)		(35.1	)		(39.2	)		(1.2	)
Net increase (decrease) in cash and cash equivalents		4.5			(16.3	)		9.0			6.7			0.2

Other Financial Data:
Gross margin⁽³⁾		36	%		35	%		35	%		36	%		36	%
Operating margin⁽⁴⁾		22	%		21	%		20	%		22	%		22	%
Net margin⁽⁵⁾		19	%		18	%		16	%		18	%		18	%
Capital expenditures		33.3			36.4			32.6			25.1			0.8
Depreciation and amortization		32.2			32.2			34.1			33.4			1.0
Cash dividends declared per share		4.63	⁽⁶⁾		2.39	⁽⁷⁾		4.86			5.49	⁽⁸⁾		0.17	⁽⁸⁾
Stock dividends declared per share		—			—			—			—			—

(1)

Includes interest income of NT$742 million, NT$563 million, NT$288 million and NT$306 million (US$9.3 million) for the years ended December 31, 2012, 2013, 2014 and 2015, respectively, and interest expense of NT$22 million, NT$36 million, NT$46 million and NT$33 million (US$1.0 million) for the years ended December 31, 2012, 2013, 2014 and 2015, respectively.

(2)	Excludes current portion of long-term loans.

(3)	Represents gross profit divided by revenues.

(4)	Represents income from operations divided by revenues.

(5)	Represents net income attributed to stockholders of the parent divided by revenues.

(6)	In addition to the cash dividends from unappropriated earnings disclosed in table above, we also made cash distributions of NT$0.72 per share, which amounted to an aggregate of NT$5.6 billion, from additional paid-in capital.

(7)

In addition to the cash dividends from unappropriated earnings disclosed in the table above, we also made cash distributions of NT$2.14 per share, which amounted to an aggregate of NT$16.6 billion, from additional paid-in capital. See “Item 5. Operating and Financial Review and Prospects—Overview—Effect of adopting Taiwan IFRSs on our dividends and employee bonuses.”

(8)	Dividends for 2015, which are calculated based on Taiwan IFRSs, were approved by the board of directors in March 2016 and are expected to be declared at our annual general stockholders’ meeting scheduled on June 24, 2016.

Currency Translations and Exchange Rates

For the convenience of readers, NT dollar amounts used in this annual report for, and as of, the year ended December 31, 2015 have been translated into U.S. dollar amounts using US$1.00=NT$32.79, set forth in the statistical release of the Federal Reserve Board on December 31, 2015. The U.S. dollar translation appears in parentheses next to the relevant NT dollar amount. We make no representation that any New Taiwan dollar amounts or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or NT dollars, as the case may be, at any particular rate or at all. On April 15, 2016, the exchange rate was NT$32.32 to US$1.00.

The following table sets forth, for each of the periods indicated, the low, average, high and period-end exchange rates of the NT dollar, expressed in NT dollar per U.S. dollar. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this annual report or will use in the preparation of our periodic reports or any other information to be provided to you.


Year Ended December 31	Average⁽¹⁾		High		Low		At Period End
2011		29.42		30.67		28.50		30.27
2012		29.56		30.27		28.96		29.05
2013		29.73		30.20		29.93		29.83
2014		30.38		31.80		29.85		31.60
2015		31.80		33.17		30.37		32.79
October		32.44		32.81		31.92		32.46
November		32.61		32.87		32.43		32.53
December		32.79		33.01		32.53		32.79
2016 (through April 15)		32.79		33.74		32.16		32.32
January		33.43		33.74		33.14		33.43
February		33.24		33.51		32.95		33.22
March		32.59		33.09		32.16		32.18
April (through April 15)		32.36		32.44		32.26		32.32

Source: Federal Reserve Statistical Release, Board of Governors of the Federal Reserve System.

(1)	Annual averages are calculated using the average of exchange rates on the last day of each month during the period. Monthly averages are calculated using the average of the daily rates during the relevant period.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Our business and operations are subject to various risks, many of which are beyond our control. If any of the risks described below actually occurs, our business, financial condition or results of operations could be seriously harmed.

Risks Relating to Our Company and the Taiwan Telecommunications Industry

Extensive regulation of our industry may limit our flexibility to respond to market conditions and competition, and our business may suffer.

As a telecommunications service provider in Taiwan, we are subject to extensive regulation. See “Item 4. Information on the Company—B. Business Overview—Regulation” for a discussion of the regulatory environment applicable to us. Any changes in the regulatory environment applicable to us may adversely affect our business, financial condition and results of operations.

For example, the NCC has been focused on promulgating rules related to digital convergence. Since December 2013, the NCC continued to solicit comments from the public on eleven topics relating to the local loop, the prevention of monopolization of broadcasting media, the regulations governing political party, government and army’s investments in broadcasting industry, the identification of dominant operators and asymmetric regulation for dominant operators, the principle of content management, the principle of hierarchical regulation, the infrastructure of telecommunications network, the structure of amendment to regulations governing digital convergence, and spectrum auction and management. On October 14, 2015, the NCC passed a “comprehensive draft legislative framework on converging digital telecommunication transmissions” proposing five pieces of legislation – the Telecommunication Business Act, Regulations Governing the Service of Cable Multi-Channel Platform, the Radio and Television Enterprises and Channel Enterprises Administration Act, Regulations Governing Telecommunication Infrastructures and Resources, and the Electronic Telecommunication Act – to constitute a legal framework for converging digital telecommunication transmissions. Such proposal was submitted to the Executive Yuan on December 31, 2015, and the proposal is still being circulated among various ministries and reviewed by the Executive Yuan as of the date of this annual report. The proposed legislation focuses on introducing the concept of layered regulation, lowering barriers to entering the market, removing unnecessary restrictions and on imposing special obligations on dominant operators. The new regulations may impose more stringent measures on us as a dominant operator and benefit our competitors and potential entrants to the market, which could have a material adverse effect on our business prospects and our results of operations.

Proposed amendments to the Radio and Television Act, the Cable Radio and Television Act and the Satellite Broadcasting Act were passed by the Legislative Yuan on December 18, 2015 and were declared effective by the President on January 6, 2016. As these amendments focus primarily on lessening restrictions on cable broadcasting companies’ business operating location and accelerating digital construction in the cable broadcasting industry, we believe that our broadband internet and MOD businesses may be faced with more vigorous competition in the future. As the newly amended Radio and Television Act (a) prohibits system operators from forcing content providers to offer differential treatment to other platforms in an inappropriate way, and (b) provides a legal basis for licensed shopping channels to be listed on the MOD platform, the amendment is helpful for our MOD to obtain more comprehensive program content. Since lawmakers have not yet removed restrictions on governmental and political parties’ investments in the broadcasting industries, our MOD business remains subject to such restrictions.

We have been designated by the government as a dominant provider of fixed communications and 2G and 3G mobile services within the meaning of applicable telecommunications regulations, and as a result, we are subject to special additional requirements imposed by the NCC. For example, the regulation governing the setting and changing of tariffs allows non-dominant telecommunications service providers greater freedom to set

and change tariffs within the range set by the government. If we are unable to respond effectively to tariff changes by our competitors, our competitiveness, market position and profitability will be materially and adversely affected.

According to the Regulations for Administration on Fixed Network Telecommunications Business, the Regulations for Administration of Mobile Communications Business, the Regulations for Administration of the Third Generation Mobile Communications Business, and the Regulations for Administration of Mobile Broadband Business, we are required to submit a report to the NCC within 20 days after our shareholders approve the reduction of our capital, entering into, modification or termination of any contracts regarding leasing of all business, outsourcing of operations or joint operations, the transfer of the whole or substantial part of our business or assets; and taking over of the whole of the business or assets of any other company which would have significant impact on our operations. Any such regulations may adversely affect our business, financial condition and results of operations.

The regulatory framework within which we operate may limit our flexibility to respond to market conditions, competition or changes in our cost structure. In particular, future decreases in tariff rates could immediately and substantially decrease our revenues. In particular, as a Type I service provider under the Republic of China Telecommunications Act, or Telecommunications Act, we are constrained in our ability to raise prices. For example, the NCC adopted the first three-year tariff reduction plan from April 2007 to March 2010 and a second three-year tariff reduction plan from April 2010 to March 2013, resulting in a number of price reductions in the tariff structures relating to our domestic fixed communications and mobile communications services. On February 7, 2013, the NCC announced a new plan for tariff reductions in wholesale tariffs for IP peering and domestic leased line services, and in monthly fees for fixed-line broadband access services (excluding fiber-to-the-home, or FTTH, and fiber-to-the-building, or FTTB) over a period of four years starting on April 1, 2013. While mobile tariffs were not regulated in the most recent tariff reduction plan, the revised Regulations Governing Network Interconnection among Telecommunications Enterprises mandated decreases in the mobile interconnection fees over a period of four years starting on January 5, 2013. See “Item 5. Operating and Financial Review and Prospects—Overview—Tariff adjustments”. We cannot assure you that we will not be required to further reduce our tariffs again in the future. Any mandatory tariff reductions could have a material adverse effect on our revenues.

If we fail to comply with the regulations of the ROC Fair Trade Act, we may be investigated and fined.

As a provider of telecommunication products and services, our business operations are subject to the regulations of the ROC Fair Trade Act, or the FTA, which is administered and enforced by the ROC Fair Trade Commission, or the FTC. The FTA requires, among other things, that the marketing and promotional materials of a business to be true and not misleading. The FTA also prohibits a business from participating or engaging in a cartel or other anti-competitive conduct. The FTC has the authority under the FTA to investigate and, where appropriate, impose fines and penalties on a business that violates any regulations promulgated by the FTA. The consequences of any such violations could have a material adverse effect on our business and results of operations. See “Item 4. Information on the Company—B. Business Overview—Regulation” for a discussion of the FTA applicable to us. In March 2015, the FTC found us liable for providing false and misleading data in advertisement comparing our services against our competitors on our 100 million bits per second, or Mbps, fiber broadband plus TV programs service in the PingTung area. The FTC consequently ordered us to pay a fine of NT$0.8 million, which we paid in March 2015. We have been investigated and penalized by the FTC in the past and may continue to be investigated or penalized by the FTC in the future if we fail to comply with the relevant regulations. As the FTA provides the FTC broad discretion to interpret anti-competition actions and enforce the relevant clauses under the FTA, we are unable to predict whether the FTC would initiate investigation on any of our daily business activities or find us liable for violating the FTA in the future. The investigations of and penalties imposed by the FTC could interrupt our provision of products or services and have a negative impact on our reputation, business operations and results of operations.

If we are unable to obtain and maintain the licenses to operate our business, our business prospects and future results of operations would be adversely affected.

We operate our businesses with approvals and licenses granted by the government. If these approvals or licenses are revoked or suspended or are not renewed, or if we are unable to obtain any additional licenses that we may need to operate or expand our business in the manner we desire, then our financial condition and results of operations, as well as our prospects, will suffer. For example, our 3G mobile services license is valid until December 31, 2018. On April 30, 2014, we obtained the mobile broadband services license adhering to the principle of technological neutrality for our 4G mobile broadband services, which is valid until the end of 2030. On March 23, 2016, we obtained the mobile broadband services license for 2500MHz and 2600MHz frequency bands, which is valid until the end of 2033. If we are unable to successfully acquire and maintain the rights to use the licenses or frequency spectrums that we need for our future business operations, our business prospects and future results of operations may be materially and adversely affected.

Increasing market competition may adversely affect our growth and profitability by causing us to lose customers, charge lower tariffs or spend more on marketing.

As of the date of this annual report, there are five mobile network operators in Taiwan providing 4G mobile broadband services. Each mobile network operator, including us, has been offering aggressive promotional programs to attract consumers, such as unlimited data plans, when many mobile network operators around the world have eliminated unlimited data plans. We cannot assure you that we will be able to raise our revenues from 4G mobile broadband services in light of the intense market competition, which could have a material adverse effect on our business prospects and our future results of operations.

We also face increasing fixed broadband competition from cable operators. Cable operators have been using low-priced internet access packages to attract new customers in specific areas and buildings in Taiwan. They have also been upgrading their networks to DOCSIS 3.0 in order to provide higher speed internet access. DOCSIS refers to Data Over Cable Service Interface Specification, which is an international telecommunications standard that permits the addition of high-speed data transfer to an existing cable TV system. The government has mandated the 100% digitization of cable television networks by December 31, 2016, which would increase the availability of high-speed internet services from cable operators. In addition, as the mobile data access speeds have increased with newer technologies, such as 4G LTE, some customers have replaced fixed broadband services with high speed mobile broadband services. To counter these developments, we are migrating more of our ADSL customers to FTTx services and offering even higher speed fiber to the home, or FTTH access. Furthermore, the NCC relaxed the zoning restrictions on service areas for cable operators on July 27, 2012, while cable operators remain subject to the restriction that the market share of any single cable operator cannot exceed 33%. This change will allow cable operators to provide digital cable services throughout Taiwan, including high definition cable TV with more channels as well as high speed cable modem services. As a result, we could face increased competition for our broadband access services and MOD IPTV services. If we are unable to compete successfully with the cable operators for broadband access services and MOD businesses, our results of operations could be impacted.

In addition, our over the top, or OTT, business may not able to compete with video streaming providers such as Netflix, Inc., which invests extensively in contents and productions of original films and TV series. Our OTT customers might be attracted by its massive and exclusive titles, and our OTT business growth might slow down and be limited.

Many of our competitors are in alliances with leading international telecommunications service providers and have access to financial and other resources or technologies that may not be available to us. Moreover, if the government continues to liberalize the telecommunications market, such as through the issuance of new licenses or establishment of additional networks, our market position and competitiveness could be materially and adversely affected. We cannot guarantee that our measures to address competition will be effective, and therefore our business, financial condition and results of operations may be adversely affected by our competitors.

Rates of customer growth have declined in our fixed broadband and mobile businesses and may decline further, which may bring about further decreases in tariff rates and necessitate increases in our selling and promotional expenses. Any of these developments could adversely affect our business, financial condition and results of operations.

Our ability to deliver services may be disrupted due to a systems failure, shutdown in our networks, earthquakes or other natural disasters.

Taiwan is susceptible to earthquakes and typhoons. However, we do not carry insurance to cover damage caused by earthquakes, typhoons or other natural disasters or any resulting business interruption. Our services are currently carried through our fixed and mobile communications networks, as well as through our transmission networks consisting of optical fiber cable, microwave, submarine cable and satellite transmission links, which could be vulnerable to damage or interruptions in operations due to natural disasters. For example, in 2015, we recorded losses on property, plant and equipment arising from natural disasters such as earthquakes and typhoons in the amount of approximately NT$12.3 million (US$0.4 million). The occurrence of natural disasters could impact our ability to deliver services and have a negative effect on our results of operations. Furthermore, we might also be liable for losses claimed from our customers that were incurred from our failure to deliver our services. These potential liabilities could also have a material adverse effect on our results of operations.

We are subject to litigation or other legal proceedings that could expose us to substantial liabilities.

We are from time to time involved in various litigation, arbitration or administrative proceedings in the ordinary course of our business. Any such claims, whether with or without merit, asserted or threatened, could be time-consuming and expensive to defend and could divert our management’s attention and resources. See “Item 4. Information on the Company—B. Business Overview—Legal Proceedings”. We cannot predict the outcome of these proceedings, and we cannot assure you that if a judgment is rendered against us in any or all of these proceedings, our financial condition and results of operations would not be materially and adversely affected.

We depend on select personnel and could be affected by the loss of their services.

We depend on the continued service of our executive officers and skilled technical and other personnel. Our business could suffer if we lose the services of any of these personnel and cannot adequately replace them. In particular, we are not insured against the loss of any of our personnel. We may not be able to retain our present personnel or attract additional qualified personnel as and when needed. Moreover, we may be required to increase substantially the number of these employees in connection with any expansion, and there is intense competition for experienced personnel in the Taiwan telecommunications industry. The major three telecom operators in Taiwan, including us, are expanding the information and communication technology, or ICT, business and may increase the number of their employees as part of this expansion. In addition to telecom operators, some computer design companies and manufacturers, such as ASUSTek Computer Inc. and Quanta Computer Incorporated, are also expanding their business into this area and have been recruiting information technology related employees as well. We cannot assure you that we will be able to successfully attract and retain new information technology related employees. In addition, we may need to increase employee compensation levels in order to attract and retain personnel. We cannot assure you that the loss of the services of any of these personnel would not disrupt our business and operations and materially and adversely affect the quality of our services and harm our reputation.

We may not realize the benefits we expect from our investments, and this may materially and adversely affect our business, financial condition, results of operations and prospects.

We have made significant capital investments in our network infrastructure and information technology systems to provide the services we offer. In 2015, we made capital expenditures in our domestic fixed

communications of NT$10.2 billion (US$310.9 million), our mobile communications business of NT$8.6 billion (US$262.2 million), our internet business of NT$4.8 billion (US$146.2 million), our international fixed communications business of NT$1.0 billion (US$29.5 million) and our other businesses of NT$0.5 billion (US$16.1 million), respectively. In order to continue to develop our business and offer new and more sophisticated services, we intend to continue to invest in these areas as well as new technologies. The launch of new and commercially viable products and services is important to the success of our business. We expect to continue making substantial capital expenditures to further develop our range of services and products.

Commercial acceptance by consumers of the new and more sophisticated services we offer may not occur at the rate or level expected, and we may not be able to successfully adapt these services to effectively and economically meet our customers’ demand, thus impairing the expected return from our investments.

We cannot assure you that services enabled by the new technologies we are implementing, such as Internet of Things, or IoT, software-defined network, or SDN, LTE Wi-Fi aggregation, or LWA, license assisted access, or LAA, voice over LTE, or VoLTE, and Wi-Fi Calling technology, will be accepted by the public to the extent required to generate an acceptable rate of return. In addition, we could face the risk of unforeseen complications in the deployment of these new services and technologies, and we cannot assure you that we will not exceed our estimate of the necessary capital expenditure to offer such services. New services and technologies may not be developed and/or deployed according to expected schedules or may not achieve commercial acceptance or be cost effective.

The failure of any of our services to achieve commercial acceptance could result in additional capital expenditures or a reduction in profitability to the extent that we are required under applicable accounting standards to recognize a charge for impairment of assets. Any such charge could materially and adversely affect our financial condition and results of operations. We recognized impairment losses for investment properties, equipment and intangible assets in the past. In 2015, we concluded that the recoverable amount representing the fair value less costs to sell some land and buildings was higher than the carrying amount. Therefore, we recognized a reversal of impairment loss of NT$0.1 billion (US$4.3 million) and the amount was recognized only to the extent of impairment losses that had been recognized in prior years. In 2015, we also determined that parts of our telecommunication equipment were impaired and recognized an impairment loss of NT$0.1 billion (US$4.2 million).

We cannot assure you that we will be able to continue to maintain control of and consolidate the results of operations of our minority-owned subsidiary. For example, we consolidate the results of operations of our subsidiary, Senao International Co., Ltd., or Senao, because we have secured four out of seven seats on the board of directors of Senao through the support of large beneficial shareholders of Senao. Please refer to Note 3 and Note 15 of our consolidated financial statements included elsewhere in this annual report for details of the relationship between Senao and its parent company. We cannot assure you that we will be able to continue maintaining control over the board of directors of Senao. If we lose control of our minority-owned subsidiary, we will no longer be able to consolidate the results of operations of such subsidiary, which could adversely affect our consolidated results of operations and ability to meet the operating results guidance that we have projected.

We may also from time to time make equity investments in companies, but we cannot assure you of their profitability. We cannot assure you that losses related to our equity investments will not have a material adverse effect on our financial condition or results of operations. In 2015, we evaluated and concluded that certain investments were impaired, and as a result we recognized an impairment loss of NT$107.2 million (US$3.3 million) for available-for-sale financial assets and NT$8.2 million (US$0.3 million) for investment in associates accounted for using the equity method due to the decline in fair value owing to adverse changes in industry conditions and operating performance that were below expectations. We may be required to record additional impairment charges in future periods, which may have a material adverse effect on our financial condition and future results of operations.

Changes in technology may render our current technologies obsolete or require us to obtain licenses for introducing new services or make substantial capital investments, financing for which may not be available to us on favorable commercial terms or at all.

The Taiwan telecommunications industry has been characterized by rapid increases in the diversity and sophistication of the technologies and services offered. As a result, we expect that we will need to constantly upgrade our telecommunications technologies and services in order to respond to competitive industry conditions and customer requirements. Developments of new technologies have rendered some less advanced technologies unpopular or obsolete. If we fail to develop, or obtain timely access to, new technologies and equipment, or if we fail to obtain the necessary licenses to provide services using these new technologies, we may lose our customers and market share and become less profitable.

In addition, the cost of implementing new technologies, upgrading our networks or expanding capacity could be significant. In particular, we have made and will continue to make substantial capital expenditures in the near future in order to effectively respond to technological changes, such as the continued expansion of our fiber optic networks and 4G mobile broadband networks. To meet the increasingly robust high-bandwidth requirements of digital convergence services, we continue to expand construction of fiber optic networks, including passive optical networks, or PONs, and optical distribution networks, or ODNs. With respect to 4G mobile broadband networks, in December 2014, we expanded the network coverage by refarming the 900MHz frequency band from 2G to 4G and began implementing the carrier aggregation, or CA, technology of LTE-Advanced, or LTE-A, in the 900MHz and 1800MHz frequency bands to provide higher data transmission rates. In 2015, we made several procurements with Nokia Solutions and Networks Oy and Ericsson Taiwan Ltd., respectively, to further expand the 3G and 4G mobile network systems. Also, we are deploying 4G base stations with 2500MHz and 2600MHz frequency bands of mobile broadband services and to enhance our 4G mobile broadband capacity. To the extent these expenditures exceed our cash resources, we will be required to seek additional debt or equity financing. Our ability to obtain additional financing on favorable commercial terms will depend on a number of factors. These factors include our financial condition, results of operations, cash flows and the prevailing market conditions in the domestic and international telecommunications industry, the cost of financing and conditions in the financial markets, and the issuance of relevant government and other regulatory approvals. Any inability to obtain the funding for our capital expenditures on commercially acceptable terms could jeopardize our expansion plans and materially and adversely affect our business prospects and future results of operations.

If new technologies adopted by us do not perform as expected, or if we are unable to effectively deliver new services based on these technologies in a commercially viable manner, our revenue growth and profitability will decline.

We are constantly evaluating new growth opportunities in the broader telecommunications industry. Some of these opportunities involve new services for which there are no proven markets, and may not develop as expected. Our ability to deploy and deliver these services will depend, in many instances, on new but unproven technologies. These new technologies may not perform as expected or generate an acceptable rate of return. In addition, we may not be able to successfully develop new technologies to effectively and economically deliver these services, or be able to compete successfully in the delivery of telecommunications services based on new technologies. Furthermore, the success of our IoT services is substantially dependent on the availability of applications and devices that are being developed by third-party developers, and on whether we will be able to achieve a sustainable business model for consumer segments of the market. These applications or devices may not be sufficiently developed to support the deployment of our mobile data services. If we are unable to deliver commercially viable services based on the new technologies that we adopt, our financial condition and results of operations may be materially and adversely affected.

As an internet service provider, we may not be able to protect our customers and their information from cyber attacks, nor protect our services from disruptions due to cyber security breaches.

As an internet service provider, our system is susceptible to cyber security risks, including hijack attacks, phishing attacks, hacker’s intrusions to steal customer’s information and distributed denial-of-service (DDoS)

attacks. Our online services such as e-bills and multiple payment options through the internet are also vulnerable to cyber attacks. These attacks may disrupt our services and cause leakage of our customers’ personal information, which may result in significant damage and material adverse effect to our customers and our operations. We cannot assure you that our data protection measures are sufficient to prevent any data leakage or disruption of our service due to cyber attacks. We may suffer negative consequences, such as remedial costs, increased cyber security protection costs, lost revenues, litigation and reputational damage due to cyber attacks.

Our largest stockholder may take actions that conflict with our public stockholders’ best interests.

As of December 31, 2015, our largest shareholder, the government of the ROC, through the MOTC, owned approximately 35.29% of our outstanding common shares. Accordingly, the government, through its control over our board, as all non-independent board members were appointed by the MOTC, may continue to have the ability to control our business, including matters relating to:

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any sale of all or substantially all of our assets;

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the approval of our annual operation and projects budget;

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the composition of our senior management;

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the timing and distribution of dividends;

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the election of a majority of our directors; and

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our business activities and direction.

We cannot assure you that our largest shareholder will not take actions that impair our ability to conduct our business competitively or conflict with the best interests of our public stockholders.

Actual or perceived health risks related to mobile handsets and base stations could lead to decreased mobile service usage and difficulties in increasing network coverage and could expose us to potential liability.

According to some published reports, the electromagnetic signals from mobile handsets and cellular base stations may pose health risks or interfere with the operation of electronic equipment. Although the findings of those reports are disputed, actual or perceived risks of using mobile communications devices or of cellular base stations could have a material adverse effect on mobile service providers, including us. For example, our customer base could be reduced, our customers may reduce their usage of our mobile services, we could encounter difficulties in obtaining sites for additional cellular base stations required to expand our network coverage or we may be requested to reduce the number of existing cellular base stations. As a result, our mobile services business may generate less revenue and our financial condition and results of operations may be materially and adversely affected. In addition, we could be exposed to potential liability for any health problems caused by mobile handsets and base stations.

Investor confidence in us may be adversely impacted if we or our independent registered public accountants are unable to attest to or express an unqualified opinion on the effectiveness of our internal control over financial reporting.

We are subject to the reporting requirements of the SEC. The SEC, as directed by Section 404 of the U.S. Sarbanes-Oxley Act of 2002, adopted rules requiring U.S. public companies to include a report of management on our internal control over financial reporting in their annual reports that contain an assessment by management of the effectiveness of our internal control over financial reporting. The effectiveness of our internal control over financial reporting has been audited by Deloitte & Touche, an independent registered public accounting firm, which has also audited our consolidated financial statements for the year ended December 31, 2015. Deloitte & Touche has issued an attestation report on the effectiveness of our internal control over financial reporting in

accordance with the standards of the Public Company Accounting Oversight Board (United States). See “Item 15. Controls and Procedures—Attestation Report of the Registered Public Accounting Firm”.

While the management report included in this annual report concluded that our internal control over financial reporting was effective, we cannot assure you that our management will be able to conclude that our internal control over financial reporting is effective in future years. If in future years we fail to maintain effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act, we could suffer a loss of investor confidence in the reliability of our consolidated financial statements, which in turn could negatively impact the trading price of our ADSs, and could result in lawsuits being filed against us by our stockholders or otherwise harm our reputation.

If we fail to maintain a good relationship with our labor union, work stoppages or labor unrest could occur and the quality of our services as well as our reputation could suffer.

In accordance with the articles of association of Chunghwa Telecom Workers’ Union, besides the chief manager of each department, most of our employees are members of our principal labor union, the Chunghwa Telecom Workers’ Union. Since our incorporation in 1996, we have experienced disputes with our labor union on such issues as employee benefits and retirement benefits in connection with our privatization as well as the right to protest. Despite having taken measures to improve relations, increase cooperation and ensure mutual benefit with our labor union, such as increasing channels of communications by holding periodic labor resource review meetings and guaranteeing our labor union a seat on our board of directors, we cannot assure you that we will be able to maintain a good relationship with our labor union. Any deterioration in our relationship with our labor union could result in work stoppages, strikes or threats to take such an action, which could disrupt our business and operations, materially and adversely affect the quality of our services and harm our reputation.

Any economic downturn or decline in the growth of the population in Taiwan may materially and adversely affect our financial condition, results of operations and prospects.

We conduct most of our operations and generate most of our revenues in Taiwan. As a result, any decline in the Taiwan economy or a decline in the growth of the population in Taiwan may materially and adversely affect our financial condition, results of operations and prospects. In particular, Taiwan’s economy is highly dependent on the technology industry, and any downturn in the global technology industry may have a material adverse effect on Taiwan’s economy, which in turn, could adversely affect the demand for our products and services. There have also been concerns over the armed conflicts and civil unrest in the Middle East, Africa and Ukraine, which has resulted in higher volatility on oil prices and stock markets, and the economic slowdown in Mainland China, which could have a material adverse effect on economies around the world.

As our business is dependent on economic growth, any uncertainty or further deterioration in economic conditions could have a material adverse effect on our financial condition and results of operations. We cannot assure you that economic conditions in Taiwan will continue to improve in the future or that our business and operations will not be materially and adversely affected by deterioration in the Taiwan economy.

We face substantial political risks associated with doing business in Taiwan, particularly due to domestic political events and the tense relationship between the ROC and the People’s Republic of China, which could adversely affect our financial condition and results of operations.

Our principal executive offices and substantially all of our assets are located in Taiwan, and substantially all of our revenues are derived from our operations in Taiwan. Accordingly, our business, financial condition and results of operations and the market price of our common shares and the ADSs may be affected by changes in ROC governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan which are outside of our control. Taiwan has a unique international political status. Since 1949, Taiwan and the Chinese mainland have been separately governed. The People’s Republic of

China, or PRC, claims that it is the sole government in China and that Taiwan is part of China. Although significant economic and cultural relations have been established between the ROC and the PRC, such as the engagement of the Economic Cooperation Framework Agreement, or ECFA, in 2010, relations may become strained again. In June 2013, the ROC government and the PRC government entered into the Cross-Strait Agreement on Trade in Services pursuant to the ECFA. According to this agreement, both parties agreed to certain concessions on the telecommunication industries. The Executive Yuan has submitted the Cross-Strait Agreement on Trade in Services to the Legislation Yuan of Taiwan for ratification. As of March 31, 2016, the Cross-Strait Agreement on Trade in Services has not yet been ratified by the Legislation Yuan. If the Cross-Strait Agreement on Trade in Services is not ratified by the Legislation Yuan, our business operations in the PRC and our results of operations may be adversely affected.

In addition, the PRC government has refused to renounce the use of military force to gain control over Taiwan. Past developments in relations between the ROC and the PRC have on occasion depressed the market prices of the securities of companies in the ROC. Relations between the ROC and the PRC and other factors affecting military, political or economic conditions in Taiwan could materially and adversely affect our financial condition and results of operations, as well as the market price and the liquidity of our securities. In addition, the complexities of the relationship between the ROC and PRC require companies involved in cross-strait business operations to carefully monitor their actions and manage their relationships with both ROC and PRC governments. In the past, companies in the ROC, including us, have received minor sanctions such as travel restrictions or minor monetary fines by the ROC and/or PRC governments. We cannot assure you that we will be able to successfully manage our relationships with the ROC and PRC governments for our cross-strait business operations, which could have an adverse effect on our ability to expand our business and conduct cross-strait business operations.

Any future outbreak of contagious diseases may materially and adversely affect our business and operations, as well as our financial condition and results of operations.

Any future outbreak of contagious diseases, such as avian influenza, dengue fever or Ebola virus, may disrupt our ability to adequately staff our business and may generally disrupt our operations. If any of our employees is suspected of having contracted any contagious disease, we may under certain circumstances be required to quarantine such employees and the affected areas of our premises. As a result, we may have to temporarily suspend part or all of our operations. Furthermore, any future outbreak may restrict the level of economic activity in affected regions, including Taiwan, which may adversely affect our business and prospects. As a result, we cannot assure you that any future outbreak of contagious diseases would not have a material adverse effect on our financial condition and results of operations.

Stockholders may have more difficulty protecting their interests under the laws of the ROC than they would under the laws of the United States.

Our corporate affairs are governed by our articles of incorporation, the Telecommunications Act, and by the laws governing corporations incorporated in the ROC. See “—Extensive regulation of our industry may limit our flexibility to respond to market conditions and competition, and our business may suffer”. The rights of stockholders and the responsibilities of management and the members of the board of directors of Taiwan companies are different from those applicable to a corporation incorporated in the United States. For example, controlling or major stockholders of Taiwan companies do not owe fiduciary duties to minority stockholders. As a result, holders of our common shares and ADSs may have more difficulties in protecting their interests in connection with actions taken by our management or members of our board of directors than they would as public stockholders of a United States corporation.

Our actual financial results may differ materially from our published guidance.

Prior to 2013, we used to voluntarily publish our operating results guidance on an annual basis in accordance with ROC GAAP. Beginning in 2013, we continued to voluntarily publish our operating results

guidance on an annual basis in accordance with Taiwan IFRSs. We may from time to time update our operating results guidance after evaluating the effects of any changes to the estimates and assumptions that we used to calculate our projections of our operating results. Our projections are based on a number of estimates and assumptions that are inherently subject to significant uncertainties and contingencies, including the risk factors described in this annual report. In particular, our projections are forward-looking statements that are necessarily speculative in nature, and it can be expected that one or more of the estimates on which the projections were based will not materialize or will vary significantly from actual results, and such variances will likely increase over time.

Our results of operations and financial condition upon the adoption of Taiwan IFRSs may differ materially from our reported results of operations and financial condition under IFRSs.

Prior to January 1, 2013, we prepared our consolidated financial statements in accordance with ROC GAAP for purposes of our filings with the TWSE, with reconciliation of net income and balance sheet differences of our consolidated financial statements to U.S. GAAP for certain filings with the SEC. Starting from January 1, 2013, we have prepared our financial statements under Taiwan IFRSs. While we have adopted Taiwan IFRSs for ROC reporting purposes, we adopt IFRSs for certain filings with the SEC, including our annual reports on Form 20-F for the year ended December 31, 2013 and thereafter. We no longer prepare any reconciliation of our consolidated financial statements with U.S. GAAP. For more details, see “Item 3. Key Information—A. Selected Financial Data” for the description about the adoption of Taiwan IFRSs.

Taiwan IFRSs differs from IFRSs in certain significant respects, including to the extent that any new or amended standards or interpretations applicable under IFRSs may not be timely endorsed by the FSC. Furthermore, the dividends for 2015 that are expected to be declared at our 2016 annual general stockholders’ meeting are calculated based on Taiwan IFRSs. It is difficult for us to evaluate the precise impact of the adoption of Taiwan IFRSs and IFRSs on our financial statements, because the FSC may issue new rules governing the adoption of Taiwan IFRSs and as other laws and regulations may be amended with the adoption of Taiwan IFRSs.

Risks Relating to Ownership of Our ADSs and Common Shares

The value of your investment may be reduced by future sales of our ADSs or common shares by us, by the government of the ROC or by other stockholders.

The government may continue to sell our common shares. Sales of substantial amounts of ADSs or common shares by the government or any other stockholder in the public market, or the perception that future sales may occur, could depress the prevailing market price of our ADSs and common shares.

The market value of your investment may fluctuate due to the volatility of, and government intervention in, the Taiwan securities market.

Our common shares are traded on the TWSE, which has a smaller market capitalization and is more volatile than the securities markets in the United States and many European countries. The market value of our ADSs may fluctuate in response to the fluctuation of the trading price of our common shares on the TWSE. The TWSE has experienced substantial fluctuations in the prices and trading volumes of listed securities, and there are currently limits on the range of daily price movements. During 2015, the TWSE Index peaked at 9,973.12 on April 27, 2015, and reached a low of 7,410.34 on August 24, 2015. On April 20, 2016, the TWSE Index closed at 8514.48. The TWSE has experienced certain problems, including market manipulation, insider trading and payment defaults. The recurrence of these or similar problems could have a material adverse effect on the market price and liquidity of the securities of Taiwan companies, including our ADSs and common shares, in both the domestic and the international markets.

In response to declines and volatility in the securities markets in Taiwan, the government of the ROC formed the National Financial Stabilization Fund to support these markets through open market purchases of

shares in Taiwan companies from time to time. The details of the transactions of the National Financial Stabilization Fund have not been made public. In addition, the government’s Labor Insurance Fund and other funds associated with the government have in the past purchased, and may from time to time purchase, shares of Taiwan companies listed on the TWSE or other markets. As a result of these activities, the market price of common shares of Taiwan companies may have been and may currently be higher than the prices that would otherwise prevail in the open market. Market intervention by government entities, or the perception that such activity is taking place, may take place or has ceased, may cause sudden movements in the market prices of the securities of Taiwan companies, which may affect the market price and liquidity of our common shares and ADSs.

We may be sanctioned or lose our licenses for violations of limits on foreign ownership of our common shares, and these limits may materially and adversely affect our ability to obtain financing.

The laws of the ROC limit foreign ownership of our common shares. Prior to March 1, 2006, the MOTC, as the competent authority under the Telecommunications Act, had the power to prescribe the limits on foreign ownership of our common shares. After the formation of the NCC on March 1, 2006, the NCC replaced the MOTC as the competent authority under the Telecommunications Act pursuant to the National Communications Commission Organization Act, or the Organization Act. The NCC and the MOTC reached an agreement on foreign ownership of Chunghwa Telecom. An announcement issued by the MOTC on December 28, 2007 stipulated that direct holdings by foreign investors in Chunghwa Telecom cannot exceed 49% of our outstanding share capital and the total direct and indirect holdings by foreign investors cannot exceed 55% of our outstanding share capital. As of April 20, 2016, foreign direct holdings of our outstanding share capital is at 24.34%. If we fail to comply with the applicable foreign ownership limitations, our licenses to operate some of our businesses could be revoked. Moreover, we cannot predict the manner in which the NCC will exercise its authority over us, or whether NCC will lower the foreign ownership cap at any time.

If we are deemed to be in violation of our foreign ownership limitations, any consequences arising from such violation may materially and adversely affect us. Moreover, since we are unable to control ownership of our common shares or ADSs representing our common shares, and because we have no ability to stop transfers among stockholders, or force particular stockholders to sell their shares, we may be subject to monetary fine or lose our licenses through no fault of our own. In that event, our business could be disrupted, our reputation could be damaged and the market price of our ADSs and common shares could decline. These limitations may also materially and adversely affect our ability to obtain adequate financing to fund our future capital requirements or to obtain strategic partners, and alternate forms of financing may not be available on terms favorable to us or at all.

Restrictions on the ability to deposit our common shares into our ADS program may adversely affect the liquidity and price of the ADSs.

The ability to deposit shares into our ADS program is restricted by ROC law, under which no person or entity, including you and us, may deposit our common shares into our ADS program unless the Securities and Futures Bureau has not objected within a prescribed period following the filing with it of an application to do so, except for the deposit of the common shares into our ADS program and for the issuance of additional ADSs in connection with:

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distribution of share dividends or free distribution of our common shares;

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exercise of preemptive rights of ADS holders applicable to the common shares evidenced by our ADSs in the event of capital increases for cash; or

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purchases of our common shares in the domestic market in Taiwan by the investor directly or through the depositary and delivery of such shares or delivery of our common shares held by such investors to the custodian for deposit into our ADS program, subject to the following conditions: (a) the depositary

may accept deposit of those shares and issue the corresponding number of ADSs with regard to such deposits only if the total number of ADSs outstanding after the deposit does not exceed the number of ADSs previously approved by the Securities and Futures Bureau, plus any ADSs issued pursuant to the events described above; and (b) this deposit may only be made to the extent previously issued ADSs have been cancelled.

As a result of the limited ability to deposit common shares into our ADS program, the prevailing market price of our ADSs on the New York Stock Exchange, or NYSE, may differ from the prevailing market price of the equivalent number of our common shares on the TWSE.

You will be more restricted in your ability to exercise voting rights than the holders of our common shares, which may diminish your influence over our corporate affairs and may reduce the value of your ADSs.

Holders of American depositary receipts evidencing our ADSs may exercise voting rights with respect to the common shares represented by these ADSs only in accordance with the provisions of our deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our common shares, the depositary bank will, as soon as practicable thereafter if requested by us in writing, mail to ADS holders the notice of the meeting sent by us, voting instruction forms and a statement as to the manner in which instructions may be given by the holders.

Generally, ADS holders will not be able to exercise voting rights attached to the underlying securities on an individual basis. Under the deposit agreement, the voting rights attached to the underlying securities must be exercised as to all matters subject to a vote of stockholders collectively in the same manner, except in the case of an election of directors. The election of our directors is by means of cumulative voting. In the event the depositary does not receive voting instructions from ADS holders in accordance with the deposit agreement, our chairman or his or her designee will be entitled to vote the common shares represented by the ADSs in the manner he or she deems appropriate at his or her discretion, which may not be in your interest.

Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

We may from time to time distribute rights to our stockholders, including rights to acquire our securities. Under the deposit agreement, the depositary will not offer you those rights unless the distribution to ADS holders of both the rights and any related securities are either registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

If the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.

Changes in exchange controls that restrict your ability to convert proceeds received from your ownership of ADSs may have an adverse effect on the value of your investment.

Your ability to convert proceeds received from your ownership of ADSs depends on existing and future exchange control regulations of the ROC. Under the current laws of the ROC, an ADS holder or the depositary, without obtaining further approvals from the Central Bank of the ROC (Taiwan) or any other governmental authority or agency of the ROC, may convert NT dollars into other currencies, including U.S. dollars, in respect of:

•

the proceeds of the sale of common shares represented by ADSs or received as share dividends with respect to the common shares and deposited into the depositary receipt facility; and

•

any cash dividends or distributions received from the common shares represented by ADSs.

In addition, the depositary may also convert into NT dollars incoming payments for purchases of common shares for deposit in the depositary receipt facility against the creation of additional ADSs. If you withdraw the common shares underlying your ADSs and become a holder of our common shares, you may convert into NT dollars subscription payments for rights offerings. The depositary may be required to obtain foreign exchange approval from the Central Bank of the ROC (Taiwan) on a payment-by-payment basis for conversion from NT dollars into foreign currencies of the proceeds from the sale of subscription rights of new common shares. Although it is expected that the Central Bank of the ROC (Taiwan) will grant approval as a routine matter, required approvals may not be obtained in a timely manner, or at all.

Under the ROC Foreign Exchange Control Law, the Executive Yuan of the ROC may, without prior notice but subject to subsequent legislative approval rendered within ten days from such imposition, impose foreign exchange controls or other restrictions in the event of, among other things, a material change in domestic or international economic conditions which might threaten the stability of the domestic economy in Taiwan.

You are required to register with the TWSE and appoint several local agents in Taiwan if you withdraw common shares from our ADS facility and become our stockholder, which may make your ownership burdensome.

If you are a non-ROC person and wish to withdraw common shares represented by your ADSs from our ADS facility and hold those common shares, you are required under the current laws and regulations of the ROC to appoint an agent, also referred to as a tax guarantor, in the ROC for filing tax returns and making tax payments. A tax guarantor must meet certain qualifications set by the Ministry of Finance of the ROC and, upon appointment, becomes a guarantor of your ROC tax obligations. If you wish to repatriate profits derived from the sale of withdrawn common shares or cash dividends or interest on funds derived from the withdrawn common shares, you will be required to submit evidence of your appointment of a tax guarantor and the approval of the appointment by the ROC tax authorities. You may not be able to appoint and obtain approval for a tax guarantor in a timely manner.

In addition, under the current laws of the ROC, you will be required to be registered as a foreign investor with the TWSE for making investments in the ROC securities market prior to your withdrawal and holding of common shares represented by the ADSs. You will be required to appoint a local agent in Taiwan to, among other things, open a securities trading account with a local securities brokerage firm and a bank account to remit funds, exercise stockholders’ rights and perform other functions as holders of ADSs may designate. You must also appoint a local bank to act as custodian for handling confirmation and settlement of trades, safekeeping of securities and cash proceeds and reporting and declaration of information. Without the relevant registration and appointment of the local agent and custodian and the opening of a securities trading account and bank account, you will not be able to hold, subsequently sell or otherwise transfer our common shares withdrawn from the ADS facilities on the TWSE.

ITEM 4.

INFORMATION ON THE COMPANY

A. History and Development of the Company

Our legal and commercial name is Chunghwa Telecom Co., Ltd. We were officially established on July 1, 1996 as part of the privatization efforts by the government of the ROC and operate under the Statute of Chunghwa Telecom Co., Ltd. Prior to our formation, we were operating as a business unit of the Directorate General of Telecommunications, which was formerly the NCC. The common shares of the Company have been listed on the TWSE under the number “2412” since October 2000 and its ADSs have been listed on the NYSE under the symbol “CHT” since July 2003. In August 2005, we became a privatized company as the ownership by the government of the ROC was reduced to less than 50%. Today, we are the largest full telecommunication service provider in Taiwan. Our principal executive offices are located at 21-3 Hsinyi Road, Section 1, Taipei, Taiwan, ROC, and our telephone number is (886) 2-2344-5488. Our website address is http://www.cht.com.tw. The information on our website does not form a part of this annual report. Our agent for service of process in the United States is CT Corporation System, 111 Eighth Avenue, New York, NY 10011.

We are the largest telecommunications service provider in Taiwan and one of the largest in Asia in terms of revenue. As an integrated telecommunications service provider, our principal services include:

•

domestic fixed communications services, including local and domestic long distance telephone services, broadband access services, local and domestic long distance leased line services, Wi-Fi services, MOD services, domestic data services and other domestic services;

•

mobile communications services, including mobile voice and data services, sales of mobile handsets, tablets, data cards and other mobile services;

•

internet services, including HiNet, our internet service, internet value-added services, or VAS, data communication services, internet data center services, and other internet services;

•

international fixed communications services, including international long distance telephone services, international leased line services, international data services, satellite services and other international services; and

•

other services, including non-telecom services.

In addition to these traditional telecommunication services, we also focus on selected ICT services and advanced development.

For each of our key services, we enjoy leading positions across a number of areas in terms of both revenues and customers:

•

we are Taiwan’s largest fixed communications services provider as well as Taiwan’s largest mobile communications service provider;

•

we are Taiwan’s largest broadband access provider; and

•

we are Taiwan’s largest internet service provider.

In 2015, our revenues were NT$231.8 billion (US$7.1 billion), our consolidated net income was NT$42.9 billion (US$1.3 billion) and our basic earnings per share was NT$5.42 (US$0.17).

In 2015, we made capital expenditures totaling NT$25.1 billion (US$0.8 billion), of which 41% was related to our domestic fixed communications business, 34% was related to our mobile communications business, 19% was related to our internet business, 4% was related to our international fixed communications business and 2% was related to our other businesses. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures” for a detailed discussion of our capital expenditures.

Competitive Strengths

We believe that we are well positioned to take advantage of the increasing opportunities in the telecommunications market in Taiwan as new technologies evolve. In particular, we have maintained our leading market share in mobile communications and internet services. Furthermore, we have enjoyed greater flexibility in making purchasing and other business decisions after we were privatized in August 2005.

We believe that further deregulation and market liberalization will continue to drive the growth of the overall market for telecommunications services in Taiwan, as well as the development of new products and services. We expect to benefit from additional opportunities as the telecommunications market in Taiwan continues to grow.

We believe that our primary competitive strengths are:

•

our premium brand and broad customer base in Taiwan;

•

our position as an integrated, full-service telecommunications provider in Taiwan; and

•

our capital resources and technology, which we believe we can build on to expand our leading position in the mobile communications and internet services markets, including through our continued construction of our existing 4G mobile broadband networks, our expansion of FTTx broadband access services, IP-based MOD services, fixed-line/mobile VAS and cloud computing related services.

We have premium brand and broad customer base in Taiwan.

We are the largest telecommunications service provider in Taiwan with a broad customer base across all of our service offerings. Despite deregulation and an increase in competition in the Taiwanese telecommunications industry, we have maintained a market leading position in our primary service offerings of fixed communications, mobile communications and internet services. We believe our broad customer base in each of our service offerings grants us a distinct competitive advantage to maintain our existing customers and attract new customers and increases the chance of success for the launch and popularization of new products. As the telecommunications industry continues its trend of converging fixed communications, mobile communications and internet services, we believe that our comprehensive service offerings place us in a strong position to offer converged products and services to our customers. In addition, by leveraging our capability to analyze Big Data, we are able to adopt marketing initiatives to target different customer groups’ interests and preferences and increase the effectiveness of our cross-marketing efforts of our products and services to our existing and potential customers.

We are an integrated full-service telecommunications provider in Taiwan.

We are the largest telecommunications service provider in Taiwan with a leading position in fixed communications services, mobile communications services and internet services.

Broad range of communications products and services. We believe that our ability to provide an attractive and comprehensive range of telecommunications services positions us to provide bundled and VAS to our business and residential customers. In addition, we are able to offer innovative integrated services and tariff packages to meet the specific needs of our customers.

Broad network coverage. The breadth of our network and our ownership of the “last-mile” infrastructure in Taiwan, which comprises the connection between the local telephone service provider’s switching centers to the end-users’ buildings or homes, provides us with access to existing and potential customers and creates a platform for expanding our services. In order to provide higher bandwidth services for our customers, we have been constructing our FTTx network since 2003. We have successfully migrated many of our customers from lower-speed to higher-speed internet access services and upgraded ADSL subscribers to FTTx, which offers even higher speeds by using fiber optic technology. The number of our FTTx subscribers has exceeded that of our ADSL subscribers since 2011. As of December 31, 2015, network coverage of FTTx with speeds of 100 Mbps and higher was approximately 87.44%. In addition, our mobile communications network provides nationwide coverage. Our large mobile spectrum allocation together with our extensive network coverage positions us well for the continued expansion of our mobile services in Taiwan. We are also continuing to build our Wi-Fi network to offload mobile network capacity in residential areas and public areas where subscriber density and usage is high, such as urban areas, airports and convenience stores.

Brand awareness, distribution channels and customer service. Our principal brands “Chunghwa Telecom,” “emome” and “HiNet” have a reputation for quality and reliability. We serve our large and well-established customer base through our extensive customer service network in Taiwan. See “—B. Business Overview—Marketing, Sales and Distribution—Sales and Distribution”. We are continuing to expand and transform our retail stores while increasing the number of our service centers throughout Taiwan. We also offer comprehensive and high-quality point of sale and after sale services in our service centers, stores and over the internet. Our

extensive sales and distribution channels help us attract additional customers and develop new business opportunities. In 2015, we obtained several domestic and international awards which recognized our service quality, corporate governance and our fulfillment of corporate social responsibility. In the Reader’s Digest Trusted Brands Awards, we have stood out and won the Platinum Award of Telecom Company in Taiwan for 11 consecutive years since 2005. We also were awarded the 2015 Best Practices Award for Taiwan Mobile Service Providers by Frost & Sullivan. In addition, we have been awarded The Asset Corporate Platinum Award by The Asset Magazine for three consecutive years since 2013. We were also ranked among the top five percent of TWSE-listed companies and the Taipei Exchange traded companies for corporate governance based on an evaluation conducted by TWSE in 2015. Furthermore, we were also awarded the Excellence in Corporate Social Responsibility Award in Taiwan by Common Wealth Magazine for nine consecutive years since 2007.

Operational expertise. Our management and employees have extensive operating experience and technical knowledge, which we believe cannot be easily replicated by competitors. We also believe we will continue to attract and retain high quality employees.

We have the capital resources and technology to enhance our leading position.

Strong capital structure. We believe we have great financial resources in Taiwan. Our low debt-to-equity capital structure, together with our strong operating cash flows, provides us with the flexibility and resources to invest in capital intensive and growing businesses. In particular, we continue to invest in broadband internet protocol networks, fiber-optic networks, and 4G mobile broadband networks and services. We will continue to make investments in or to acquire other companies which provide complementary telecommunications and internet-related services to further expand our business and offer new products and services.

Advanced network technology. In recent years, we have upgraded some of our FTTx access networks to FTTH access networks, aiming at promoting our broadband services from megabit connectivity to gigabit connectivity and strengthening our leading position in bandwidth services in our industry. In 2015, we also continued to deploy our 4G mobile broadband networks. Our investment in network infrastructure places us in a position to capture a significant share of the internet and high-speed data transmission market.

Research and development expertise. In 2015, our research and development expenses accounted for 1.6% of our revenues. We believe our focus on research and development will allow us to efficiently develop and deploy new technologies and services ahead of our competitors.

Business Strategies

Our key strategic objectives are to maintain our position as a leading integrated telecommunications services provider in Taiwan and to enhance our leadership position in growing markets, such as fixed-line, mobile data, and VAS. By leveraging our solid customer base, expanded network capacity and enhanced network capability, we have been continuously enhancing our fixed and mobile VAS offerings and promotion. We have also introduced new ICT services as well as cloud computing services by leveraging enterprise high speed broadband demand to offer VAS and explore emerging service.

Consistent with our strategic objectives, we have developed the following business strategies:

Focus on our core strengths while expanding our scope of services to capture new growth opportunities

Our core strengths are the management of telecommunication networks and the provision of services over these networks. We currently operate several networks linked by a core backbone infrastructure consisting of public switched telephone, mobile, ADSL, FTTx and internet protocol networks. Our strategy for each network differs depending on the market dynamics and future growth prospects of services delivered over these networks. In general, we endeavor to maintain our strong market position and seek to expand the scope of our business beyond network services by offering VAS to capture new opportunities and generate revenue growth.

Broadband services: We strive to maintain our broadband market share. We typically realize higher average revenue per user, or ARPU, for our FTTx internet services, and we expect to continue to offer various incentives for our ADSL customers to upgrade to FTTx services and for our FTTx customers to upgrade to even higher speed FTTx services. Therefore, we are continuing the build-out of our FTTx infrastructure, especially FTTH construction, to monetize our investment, instead of network coverage enhancement. We believe these efforts will help us maintain our competitive advantage for broadband services. A high quality broadband network is also essential for our high-definition MOD services.

Mobile Communications: We obtained the 4G mobile broadband license in April 2014 and launched our 4G mobile broadband services in May 2014. In March 2016, we obtained the mobile broadband license for 2500MHz and 2600MHz frequency bands which enables us to enhance our 4G mobile broadband network. Our strategy for mobile services includes the following initiatives:

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Accelerating 4G mobile broadband network construction to accommodate the increasing mobile data usage from consumers as a result of the growth of connected devices, such as smartphones and tablets;

•

Encouraging the migration of 2G service subscribers to 3G and 4G mobile services by offering promotions on various mobile handsets combined with attractive VAS and product packages;

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Introducing low- to mid-tier smartphones to expand our mobile internet subscriber base; and

•

Constructing more Wi-Fi hotspots to offer more wireless internet access service and to offload data traffic from our mobile networks; we had established 55,000 Wi-Fi hotspots by the end of 2015. In addition, the mobile broadband services license for 2500MHz and 2600MHz frequency band spectrum which we obtained in March 2016 will help disperse heavy traffic in metropolitan areas.

Internet services: Our strategy for internet services is to continue to build on the success of our HiNet internet services and enhance our internet VAS, such as online games, internet music, internet banking and internet protocol video services, including hiChannel, an internet platform where customers can view videos and multimedia content. In addition, to cater to customers’ increasing demand for e-commerce payment systems, we are also developing a trusted service manager, or TSM, a platform to support multiple payment interfaces supporting mobile payment and third-party payment. The TSM platform commercial service launched on December 30, 2014 and provides mobile phone users a variety of payment methods. We are currently cautiously evaluating the timing to launch third-party payment services.

Emerging services: Our emerging services primarily include ICT and cloud computing services. We have been providing ICT services since 2009. We continue to leverage our core telecommunication infrastructure and services to expand ICT services, including intelligent energy network, or iEN, intelligent transportation service, or ITS, IoT, smart factory and smart city services. Our experience with ICT services positions us well to develop and offer cloud computing services. Underpinning the rollout of our cloud computing services is our capability and experience in offering data center services to corporate customers, which includes our ongoing initiative to build the largest cloud computing data center in Taiwan in anticipation of the growing demand for this service. In 2013, we began the construction of our cloud data center in Panchiao, New Taipei City. The Panchiao Internet Data Center, or IDC, is expected to commence operations in the second quarter of 2016 and will offer high reliability, high speed and high security cloud services to multi-national and domestic corporate customers. With the strength and reliability of our technologies and services, we believe that we have the competitive advantages to continue expanding our cloud computing services in the future.

We consistently expand the scope and variety of our integrated services to create more value for our customers. We have been developing an OTT platform and building relationships with content providers and service providers to offer attractive content and services on the platform. Our strategy on MOD/VOD/OTT services is to enrich content, including by providing movies, drama, and TV series for SVOD, to enhance the user interface, to leverage our existing base of fixed broadband and 4G mobile broadband subscribers to boost our MOD and OTT subscribers, and to acquire content with all rights across different devices to become the leading IPTV/OTT service provider in Taiwan.

Emphasize quality of service and customer satisfaction

Quality of service is critical in attracting and retaining customers and enhancing our long-term profitability. In order to continually enhance and improve the quality of our services, we have, in addition to the quality assurance function of our regular operating units, established a number of dedicated task forces to monitor our network performance. Our senior management sets our quality evaluation criteria and regularly reviews the quality of our performance.

In order to ensure that our quality of service will translate into strong customer loyalty, we continue to focus on and invest in the provision of a full range of services that emphasize customer care from the point of sale onward. For example, we have extended the focus of our corporate customer services from major accounts to include small and medium-sized enterprises and in January 2007 established our Enterprise Business Group. As of December 31, 2015, our Enterprise Business Group employed 512 professionals and offered packaged and customized services, customer-oriented solutions and integrated ICT services. We have completed the integration of our call centers, all of which can now be reached by calling a single number “123”. We offer 24-hour customer service, including the handling of service and billing inquiries. To improve the quality of our customer services, we implemented a customer relationship management system, which encompasses a customer complaint system, a business information database for the use of our call centers, and a Big Data system to enhance our sales and market analysis efforts. For example, we leverage our capability to analyze Big Data in identifying locations for constructing base stations and target groups for marketing our services.

In addition, we own hundreds of physical service stores, and we will continue to renovate our traditional service stores to enhance user experience. Please refer to “—Competitive Strengths—We are an integrated full-service telecommunications provider in Taiwan” for a discussion of our distribution channels.

Improve operational efficiency and cost structure

We have historically been focused, and will continue to focus, on cost control, particularly in the areas of network efficiencies and personnel costs. We continue to improve our operational efficiency and cost structure by migrating to more advanced networks and sophisticated operational support systems, and efficiently managing our workforce.

Capital expenditures. Our long-term goal is to optimize our capital expenditures by focusing on investing in innovative products and services with attractive return profiles. To catch up with the fast evolution of digital devices and network applications, we continue the construction of our fiber-based fixed-line and mobile network to increase the network bandwidth and enhance operational efficiencies. We continue to accelerate LTE network construction to enhance population coverage and construct high capacity Wi-Fi/Fiber-Wireless networks to offload mobile network traffic, and precise FTTH construction to improve operational efficiency and reduce operating cost. We will continue to leverage our core telecommunication infrastructure and services to expand the ICT business, including cloud services, enterprise total solutions and government projects.

Personnel reallocation. We seek to improve our operational efficiency by reducing our personnel costs. On January 30, 2013, we set up Honghwa International Co., Ltd. (formerly known as Honghwa Human Resources Co., Ltd.), or Honghwa, in order to provide customer services, on-site equipment installation services and services in stores to our customers after the retirement of our personnel.

Expand our business through alliances, acquisitions and investments

We continuously expand our business in high-growth areas, such as ICT and cloud services, through alliances, acquisitions and investments. We believe that our experience, operational scale and large customer base make us an attractive ally for other service providers.

Alliances. We have formed and will continue to pursue alliances with content providers, multimedia service platform providers, customer premises equipment providers, internet portal operators, and ICT solutions partners

to diversify our business operations and enhance our service offerings. In August 2015, we entered into an agreement with Microsoft Taiwan Corporation to provide integrated cloud solutions to end users. In September 2015, we became a member of Next Generation Mobile Networks (NGMN) Alliance to foster the growth of Taiwan’s mobile communications industry and help Taiwan connect to the international 5G ecosystem. In December 2015, we entered into an agreement with China Mobile Ltd. on a Hand-in-Hand Program to collaborate in areas including mobile business, data business, innovation and internet business.

We also aim to develop the city of industry technology intelligence. In December 2013, we formed the Taiwan Intelligent Aerotropolis Association, an association that focuses on the research, development and application of telecommunication and aerotropolis technology, together with other telecommunications enterprises and equipment suppliers. The formation of the association has strengthened our leading position in the industry and further supplemented our capability to develop smart city and aerotropolis products and services for government, industries and end users.

Acquisition and Investments. We have focused our acquisition strategy on making acquisitions of companies that we believe to be complementary to our long-term strategic goals. In addition, after our privatization, we have focused our investment strategy on the development of new businesses and the enhancement of our operation efficiency. Recently we have entered into the following notable transactions:

In January 2013, we set up Honghwa in order to provide on-site equipment installation services to our customers and the customers of other companies that have signed service agreements with Honghwa.

In November 2013, Taiwan Mobile Co., Ltd., or Taiwan Mobile, Asia Pacific Telecom, or APT, Vibo Telecom, or Vibo, EasyCard Corporation, Far EasTone Telecommunications Co., Ltd., or Far EasTone, and us established the Alliance Digital Technology Co., Ltd., or ADT, which mainly engages in the development of mobile payments and information processing services. We owned a 13.33% equity interest in ADT and had one seat out of five seats on the board of directors of ADT as of December 31, 2015.

In February 2014, we, together with Benefit One Asia Pte. Ltd., established Chunghwa Benefit One Co., Ltd., or Chunghwa Benefit One, and we owned a 50% equity interest in Chunghwa Benefit One. Chunghwa Benefit One mainly engages in providing an e-commerce platform for enterprises to provide employee benefits and for individuals.

Senao acquired 70% of the equity interests in Youth Co., Ltd and its subsidiaries, or Youth, in September 2015, and established 100% of the equity interests in Aval Technologies Co., Ltd. in October 2015. Both Youth and Aval Technologies Co., Ltd. are primarily engaged in the businesses of providing information technology services and selling communication products. In December 2015, Senao participated in the share subscription of Youth at a percentage different from its original ownership percentage. Therefore, Senao’s ownership interest in Youth increased from 70% to 89.48%.

Please also see Notes 3 and 16 to our consolidated financial statements included elsewhere in this annual report for our current strategic investments.

Going forward, we may consider making other equity investments and acquisitions that we believe are complementary to our business and strategic goals. Our future investment will be aimed at expanding our business scale and scope, making better use of our research and development resources and operational experience and increasing our revenues through investing mainly in six strategic areas, such as IoT, info-security, OTT, mobile VAS, enterprise business and IDC/Cloud.

Maintain focus on maximizing stockholder value

We are committed to maximizing stockholder value and intend to maintain a sustainable dividend policy. Following our privatization, we have more flexibility to implement capital management initiatives, including possible repurchases of our outstanding common shares and increases in our leverage through debt financing.

Under the ROC Company Act, companies are allowed to distribute special cash dividend from capital surplus, which we had implemented at our annual general stockholders’ meetings in 2013 and 2014. See “Item 5. Operating and Financial Review and Prospects—Overview—Effect of adopting Taiwan IFRSs on our dividends and employee bonuses.” In addition, the accumulated legal reserve that we had set aside in previous years has amounted to the aggregate par value of our outstanding share capital. Therefore, according to relevant regulations, we are not required to appropriate profits to our legal reserve starting from 2015. With the approval of our board of directors in March 2016, our payout ratio was 99.41% in 2015 after adjusting for unappropriated earnings and reversal of the special reserve. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information.”

B. Business Overview

Our Principal Lines of Business

Our core business segments are our domestic fixed communications business, mobile communications business, internet business and international fixed communications business.

Domestic Fixed Communications Business

The provision of domestic fixed communications services is one of our principal business activities. Our domestic fixed communications business includes local telephone services and domestic long distance telephone services, broadband access services, local and domestic long distance leased line services, Wi-Fi services, multimedia on demand services, and other domestic services including ICT, corporate solution services, cloud computing services. We also provide interconnection with our fixed-line network to other mobile and fixed-line operators. Our revenues from domestic fixed communications services were NT$73.5 billion, NT$72.1 billion and NT$72.5 billion (US$2.2 billion), respectively, in 2013, 2014 and 2015, representing 32.2%, 31.8% and 31.3% of our total revenue in such periods. In general, we expect that revenues from our domestic fixed communications business as a percentage of our total revenues will continue to decline primarily due to mobile and VoIP substitution.

Local Telephone

The following table sets forth our revenues from local telephone services for the periods indicated.


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$		US$
	(in billions)						(in millions)
Local telephone revenues:
Usage		17.9		16.0		14.5		442.3
Subscription		16.4		16.3		16.1		490.6
Interconnection		1.0		0.9		0.8		25.1
Pay telephone		0.3		0.3		0.3		8.4
Other		2.2		2.1		1.9		58.3

Total		37.8		35.6		33.6		1,024.7

We provide local telephone services to approximately 11.2 million customers in Taiwan. Our fixed-line network reaches virtually all homes and businesses in Taiwan. Revenues from local telephone services comprised 16.6%, 15.7% and 14.5% of our total revenues in 2013, 2014 and 2015, respectively. Approximately 73.8% of our local telephone customers as of December 31, 2015 were residential customers. We are currently the leader of the local telephone service market, with an average subscriber market share of approximately 94.6%, 94.3% and 94.0% in 2013, 2014 and 2015, respectively.

The following table sets forth information with respect to our local telephone customers and penetration rates as of the dates indicated.


	As of December 31
	2013			2014			2015
	(in thousands, except percentages and per household data)
Taiwan population⁽¹⁾		23,374			23,434			23,485
Fixed line customers:
Residential		8,555			8,395			8,239
Business		3,017			2,970			2,928
Total		11,572			11,365			11,167
Penetration rate (as a percentage of the population)		49.5	%		47.5	%		47.5	%
Lines in service per household		1.03			1.00			0.97

(1)	Data from the Department of Population, Ministry of the Interior, ROC.

With the continued development of mobile technologies and the disconnection of additional lines for dial-up services, demand for local customer lines has been declining. The number of fixed-line customers decreased by 1.8% in 2013 compared to 2012, 1.8% in 2014 compared to 2013 and 1.7% in 2015 compared to 2014. We attribute the decrease in fixed-line customers to a general industry-wide trend of migrating from fixed-line services to mobile and internet telephony services.

The following table sets forth information with respect to local telephone usage for the periods indicated.


	Year Ended December 31
	2013			2014			2015
	(in millions, except percentages)
Minutes from local calls⁽¹⁾⁽²⁾		12,942			11,567			10,511
Growth rate (compared to the same period in the prior year)		(9.9	)%		(10.6	)%		(9.1	)%

(1)	Includes minutes from local calls made on pay telephones and minutes from fixed line-to-mobile calls.

(2)	Calls to our HiNet internet service, which are recorded as part of our internet services, are not included in our local call minutes or revenues.

Minutes from local calls decreased in 2013, 2014 and 2015 due to the impact of mobile substitution and increased use of VoIP applications.

We charge our local telephone service customers a monthly fee and a usage fee. We also charge separate fees for some VAS. The monthly fees for our primary tariff plans are NT$70 for residential customers and NT$295 for business customers. Our primary peak time usage fee is NT$1.6 for three minutes, and our off-peak usage fee is NT$1.0 for ten minutes. Our usage fees are the same for residential and business customers.

The following table sets forth information with respect to the average local telephone usage charge per minute for the periods indicated.


	Year Ended December 31
	2013			2014		2015
	NT$			NT$		NT$
Average local telephone usage fee (per minute)		1.39			1.39		1.39
Growth rate (compared to the same period in the prior year)		(1.4	)%		—		—

Average per minute usage charges decreased 1.4% to NT$1.39 in 2013, mainly due to more users switching to use mobile phones and VoIP telephony services, which also led to the decreases in total revenue derived from local telephone. Average per minute usage charges remained relatively stable from 2013 to 2015. Part of our

competitive strategy is to offer customers innovative products and services intended to both secure customer loyalty and increase revenues. In particular, our VAS offerings are designed to increase our call revenues by increasing the number of calls our customers make and by receiving fees for usage of the VAS. These services include call waiting, caller identification, call forwarding, three-party calls, ring back tone and voicemail.

Domestic Long Distance Telephone

We provide domestic long distance telephone services in Taiwan. Total revenues from domestic long distance telephone services were NT$3.5 billion, NT$3.3 billion and NT$3.1 billion (US$0.1 billion) in 2013, 2014 and 2015, respectively, representing 1.5%, 1.5% and 1.3% of our total revenues in such periods. This decrease was mainly due to the continuous decline in call minutes resulting from the migration to mobile services and increased use of VoIP applications. Our average market share by minutes in the domestic long distance market was approximately 76.6%, 80.5% and 82.2% in 2013, 2014 and 2015, respectively.

We provide so-called “intelligent” network services over our domestic long distance network, including toll-free calling and virtual private networks, or VPN, services and others. We also focus on offering our customers an increasing number of VAS with flexible tariff packages.

Broadband (FTTx and ADSL) Access

We provide broadband internet access through connections based on our FTTx and ADSL technologies. FTTx generally offers a faster access medium for our internet customers compared to ADSL by using fiber optic technology. We are continuing the build-out of our FTTx infrastructure.

The following table sets forth our revenues from our broadband access services for the periods indicated.

Year Ended December 31

2013

2014

2015

NT$

(in billions)

Broadband access revenues:

Broadband access (FTTx and ADSL)

19.1

19.3

We provide broadband access services to other internet service providers that do not have their own network infrastructure, and as a result, our broadband customers also include some customers that use only our broadband data access lines and choose another provider for internet service provider, or ISP, services.

From 2013 to 2015, we continued accelerating our high speed FTTx household coverage. We currently offer various promotional packages to encourage more migration of our ADSL subscribers to our FTTx service and migration of our FTTx subscribers to higher speed FTTx service. In 2015, FTTx revenue reached 86.6% of our total broadband revenue. As of December 31, 2015, 92.5% of our FTTx service customers subscribe HiNet ISP service.

Our subscriber market share of Taiwan’s broadband market was approximately 77.7%, 76.7% and 75.8% in 2013, 2014 and 2015, respectively.

The following table sets forth our broadband service customers as of each of the dates indicated.


	As of December 31
	2013		2014		2015
FTTx service customers (in thousands)		2,955		3,120		3,358
ADSL service customers (in thousands)		1,598		1,419		1,138
Average downlink speed (Mbps)		26.9		34.5		39.5

Our FTTx service offers downlink speeds of 6, 20, 60, 100, 300, 500 Mbps and 1 Gbps matched with uplink speeds of 2, 5, 20, 40, 100, 250 and 600 Mbps, respectively. Our ADSL service offers downlink speeds that range from 2 Mbps to 8 Mbps and uplink speeds that range from 64 kilobits per second, or Kbps, to 640 Kbps.

We have experienced competition in broadband from cable operators and other fixed-line operators. In addition, as faster wireless technologies, such as 4G LTE, have been deployed, some customers have replaced fixed broadband services with high-speed mobile broadband services. Our strategy is to continue the migration of ADSL subscribers to FTTx and the migration of FTTx subscribers to higher speed FTTx so as to maintain our competitiveness.

Charges for our FTTx and ADSL services include one-time installation charges and monthly subscription fees. These charges for our FTTx and ADSL services vary based on connection speed. Charges for our HiNet dial-up service include a monthly fee entitling the customer to a fixed number of minutes of service, with an additional charge per minute when the fixed number of minutes is exceeded. Alternatively, we offer our HiNet dial-up customers an unlimited number of minutes for a fixed monthly fee.

The following table sets forth our ARPU for each of the periods indicated.


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
ARPU for broadband services per month⁽¹⁾		704		704		714
ARPU for FTTx services per month⁽²⁾		859		838		828

(1)

ARPU for our broadband services per month is calculated as the sum of (a) broadband access revenues for the relevant period divided by the average of the number of our broadband access customers on the first and last days of the period divided by the number of months in the relevant period and (b) HiNet ISP service revenues divided by the average of the number of HiNet ISP service subscribers on the first and last days of the period divided by the number of months in the relevant period.

(2)

ARPU for FTTx services per month is calculated as the sum of (a) FTTx access revenues for the relevant period divided by the average of the number of our FTTx access customers on the first and last days of the period divided by the number of months in the relevant period and (b) HiNet FTTx ISP service revenues divided by the average of the number of HiNet FTTx ISP service subscribers on the first and last days of the period divided by the number of months in the relevant period.

Despite tariff reductions mandated by the NCC, our overall broadband ARPU increased in 2015, mainly due to our successful strategy in migration mentioned above. For more details of the NCC’s mandatory tariff reduction, please see “Item 5. Operating and Financial Review and Prospects—Overview—Tariff adjustments.”

Leased Line Services—Local and Domestic Long Distance

We are the leading provider of domestic leased line services in Taiwan. Leased line services involve offering exclusive lines that allow point-to-point connection for voice and data traffic. Leased lines are used by business customers to assemble their own private networks and by telecommunications service providers to establish networks to offer telecommunications services.

We provide data transmission services to major corporate customers in Taiwan. We also provide leased lines to other mobile and fixed-line service operators for interconnection with our fixed-line network and for connection within their networks.

The following table shows the bandwidth of local and domestic long distance lines leased to third parties as of each of the dates indicated.

As of December 31

2013

2014

2015

(in gigabits per second, or Gbps)

Total bandwidth

1,054.7

1,359.1

1,556.8

The total bandwidth of local and domestic long distance lines leased to third parties increased from 2013 to 2015 mainly due to the demand of the bandwidth of backbone network for 4G mobile broadband services.

Rental fees for local leased lines are generally based on transmission speed while domestic long distance leased line rental fees are generally based on transmission speed and distance. We continue to experience a decline in rental fees for all of our leased line products. We attribute the general decline in rental fees since 2000 to a general migration toward broadband services and increased competition from other service providers constructing their own lines mentioned above. In response, we continue to implement marketing and service campaigns to retain our high-value corporate customers for our leased line products. Our local and domestic long distance leased line services revenues were NT$5.1 billion, NT$4.6 billion and NT$4.4 (US$0.1 billion) in 2013, 2014 and 2015, respectively. Although the bandwidth leased to third parties increased in 2014 and 2015, the revenue decreased year over year mainly due to the decline in rental fees described above.

Wi-Fi Services

As of December 31, 2013, 2014 and 2015, we had a total of approximately 1.8 million, 2.0 million and 2.4 million residential and business customers that leased our access points, respectively. In addition, we had established 55,000 hot spots in public areas by the end of 2015, such as convenience stores, airports and international convention centers, where our smartphone subscribers can access our Wi-Fi network and help to offload mobile data network traffic.

MOD Services

Using video streaming technology through a set top box that connects to our FTTx and ADSL data connections, our MOD customers can access TV programs, video-on-demand and other services. We had over 195 broadcasting channels and over 20,000 hours of on-demand programs and served approximately 1.3 million customers as of December 31, 2015. Also, as of December 31, 2015, we offered 152 high definition, or HD, channels and other HD video-on-demand programming, such as sports, movies and knowledge materials. Since 2013, we offered “TV Everywhere” service for our MOD subscribers to enjoy a seamless program viewing experience across multiple platforms, including smartphones, tablets and PCs. In addition to our regular packaged offerings, we also offer subscription video on demand, or SVoD, services for film and drama. As of December 31, 2015, we had 475 thousand SVOD subscribers. Our MOD revenues from 2013 to 2015 were NT$2.2 billion, NT$2.6 billion and NT$2.5 billion (US$0.1 million) in 2013, 2014 and 2015, respectively. The increase in revenue from 2013 to 2014 was mainly due to a continuous increase in the number of subscribers that purchased packaged offerings. With a solid base of 1.3 million customers that is expected to steadily expand, starting from 2015, we began adjusting our cooperation schemes with channel providers. The new schemes bring down our operating expenses while also impacting our revenues at the same time. We expect this structural shift to enhance our IPTV margins in the mid-to-long term.

ICT and Other Services

Our ICT and other services in domestic fixed communications business include ICT services, corporate solution and bill handling services. See “Emerging Services”.

Mobile Communications Business

Mobile communications services are one of our principal business activities. Our mobile communications services include mobile services, sales of mobile handsets, tablets and data cards and ICT and other mobile services.

Mobile Services

We are Taiwan’s largest provider of mobile services in terms of both revenues and customers. In 2013, we generated revenues of NT$76.7 billion, or 33.6% of our total revenues, from mobile services. In 2014, we

generated revenues of NT$77.5 billion, or 34.2% of our total revenues, from mobile services. In 2015, we generated revenues of NT$80.9 billion (US$2.5 billion), or 34.9% of our total revenues, from mobile services. In 2013, we continued to migrate customers (1) from 2G to 3G with additional data plans and (2) from 3G voice only to data plan adoption. As a result, our mobile VAS revenue grew by 38.4% from 2012 to 2013. It further grew by 22.5% from 2013 to 2014 and by 13.8% from 2014 to 2015 due to the continuous mobile internet adoption and fast development in the 4G mobile broadband segment in our industry.


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$		US$
	(in billions)						(in millions)
Mobile services revenues:
Usage⁽¹⁾		40.1		36.0		35.8		1,090.3
Interconnection		6.0		4.8		3.7		113.9
Mobile VAS		28.3		34.8		39.6		1,207.3
Other		2.3		1.9		1.8		54.7

Total mobile services		76.7		77.5		80.9		2,466.2

(1)	Includes monthly fees.

As the market for mobile services has continued to expand, we have experienced growth in our mobile customer base. We are the largest mobile operator in Taiwan in terms of revenues and number of customers. We had 11.2 million mobile customers, for a market share of approximately 38.1% of total mobile customers and approximately 37.2% of total mobile services revenues in Taiwan, as of December 31, 2015.

In October 2013, we obtained a 4G mobile broadband services spectrum of 10 MHz paired spectrum in the 900 MHz frequency band and 25 MHz paired spectrum in the 1800 MHz frequency band. In November 2013, we paid NT$39.1 billion to the government for the spectrum. The license is valid until December 31, 2030. We have launched 4G mobile broadband services in May 2014 and deployed our 4G mobile broadband networks for better coverage. By the end of 2015, our 4G mobile broadband network population coverage had reached 99% for the whole country. We will continue enhancing our 4G mobile broadband network capacity.

In December 2015, we obtained additional spectrum for 4G mobile broadband services of 30 MHz paired spectrum in the 2500MHz and 2600MHz frequency bands, and we paid NT$10.0 billion to the government in the same month. The license is valid until December 31, 2033. We put these 2500MHz and 2600MHz frequency bands into use on March 24, 2016.

In February 2002, the MOTC granted 3G mobile services concessions to five companies, including us. In March 2002, we paid NT$10.2 billion to the government for our concession. Our 3G mobile services license is valid until December 31, 2018. In July 2005, we launched our 3G mobile services, using WCDMA technology. See the detail in mobile spectrum allocation in “Network Infrastructure”.

We offer the largest international roaming network among Taiwan mobile service providers. By the end of 2015, our 3G roaming contracts includes 265 networks in 99 countries, our 2G GSM roaming contracts include 461 networks in 198 countries, and our 2.5G GPRS roaming contracts include 393 networks in 154 countries. We have also established 4G LTE roaming contracts with 70 networks in 49 countries.

The following table sets forth information regarding our mobile service operations and our mobile customer base for the periods indicated.


	As of or for the Year Ended December 31
	2013			2014			2015
Taiwan population (in thousands)⁽¹⁾		23,374			23,434			23,485
Total mobile revenues in Taiwan (in billions)⁽²⁾		NT$216.8			NT$207.6			NT$217.1
Annualized churn rate⁽³⁾		13.87	%		13.61	%		18.17	%
Minutes of usage (in millions of minutes)
Incoming		12,372			12,043			11,428
Outgoing		12,316			12,243			11,626
Average minutes of usage per user per month⁽⁴⁾⁽⁵⁾		197			186			172

(1)	Data from the Department of Population, Ministry of the Interior, ROC.

(2)	Data from the statistical monthly release by the NCC, in the ROC, which include mobile revenues 2G, 3G, PHS, and since 2014, 4G mobile broadband services.

(3)

Measures the rate of customer disconnections from mobile service, determined by dividing (a) our aggregate voluntary and involuntary deactivations (excluding deactivations due to customers switching from one of our mobile services to another) during the relevant period by (b) the average number of customers during the period (calculated by averaging the number of customers at the beginning of the period and the end of the period), and multiplying the result by the fraction where (c) the numerator is 12 and (d) the denominator is the number of months in that period. The calculation includes both prepaid and postpaid customers.

(4)

The number of mobile customers is based on the number of subscriber identification module, or SIM, cards. Since 2006, the total number of mobile customers in Taiwan included 2G, 3G and personal handy-phone system, or PHS, customers. Since 2014, the number of mobile customers also included 4G mobile broadband customers. The number of our mobile customers also includes our prepaid and VPN customers.

(5)	Average minutes of use per user per month is calculated by dividing the total minutes of use during the period by the average of the number of our mobile customers on the first and last days of the period and dividing the result by the number of months in the relevant period.

The total mobile customers in Taiwan had reached approximately 29.4 million as of December 31, 2015. Mobile penetration was approximately 125.1% on the same date. The overall mobile services market experienced a slight increase of 4.6% in revenues in 2015 mainly due to the growth in overall 4G mobile broadband market, which brings in more mobile internet subscribers. As of December 31, 2015, we had 4.4 million, 6.1 million and 0.7 million subscribers for 4G, 3G and 2G services, respectively.

We began offering prepaid card services in October 2000, prepaid 3G card services in February 2008, and prepaid 4G card services in April 2015. As of December 31, 2015, we had approximately 1.7 million prepaid customers, representing approximately 15.5% of our total mobile customers. Prepaid customers do not pay monthly fees but pay a higher usage charge on a per second basis. Once the prepayment has been fully utilized, a prepaid customer can make additional prepayments to continue the service. Alternatively, the customer may convert to become a post-paid customer while retaining the same telephone number.

We offer incentives, such as mobile handset subsidies, when new customers agree to sign a service contract with us or when existing customers renew their contracts with us ranging from 12 months to 30 months. We generally offer subsidies on mobile handsets equipped with more advanced data functions to promote the expansion of our 3G and 4G mobile services. Smartphones accounted for 90.0% of the total handsets we offered in 2015. We expect our average subsidy per handset in 2016 to continue to decrease as we focus more on promoting low- to mid-tier smartphones. At the same time, we expect to maintain our mobile internet market leadership.

Our tariffs for post-paid mobile customers primarily consist of usage fees and monthly fees. We also offer discounts on usage fees for calls made between our mobile customers to encourage subscription to our mobile service.

When our customers are outside Taiwan, they pay roaming charges plus international long distance charges and, where applicable, local charges in roaming destinations. We have already signed agreements with some providers in foreign countries for strategic cooperation for our roaming business.

Our ARPU per month decreased to NT$593 in 2014 from NT$611 in 2013 due to lower promotional tariffs that we offered in 2014 to attract more subscribers and an increase of the total number of subscribers. Our ARPU per month increased to NT$604 in 2015 from NT$593 in 2014, primarily due to successful 4G mobile broadband migration which attracted additional mobile internet subscribers.

In addition to our basic mobile services, we also offer a broad range of value-added telecommunications and information services. Revenues from mobile VAS represented 37.0%, 44.9% and 49.0% of our total mobile services revenues in 2013, 2014 and 2015, respectively. The increase of mobile VAS revenue percentage was mainly attributed to the increase in mobile data plan subscriber number.

Sales of Mobile Handsets, Tablets and Data Cards

We engage in the distribution and sales of mobile handsets, tablets and data cards for use on our mobile network to customers through our directly-owned stores, our subsidiary Senao, and also through third-party retailers. See “Marketing Strategy—Distribution Channels” and “Sales and Distribution” in “—Marketing, Sales and Distribution”.

ICT and Other Services

Our ICT and other services in our mobile communications business include ICT services, corporate solution and bill handling services. See “Emerging Services”.

Internet Business

Our internet business includes HiNet, our internet service provider, internet VAS, data communication services, internet data center, or IDC, services, and ICT and other internet services. Our internet revenues represented 11.2%, 11.5%, and 11.1% of our revenues in 2013, 2014 and 2015, respectively.

HiNet Internet Service

We are the largest ISP in Taiwan, with a subscriber market share of 68.3% as of December 31, 2015. As of December 31, 2015, HiNet had approximately 4.2 million subscribers. Our HiNet internet service generated revenues of NT$17.2 billion, NT$17.2 billion and NT$17.5 billion (US$0.5 billion) in 2013, 2014 and 2015, respectively. Our ISP service subscribers decreased from 2013 to 2015 mainly due to substitution by mobile broadband services and the competition from cable broadband operators. Although the number of our ISP service subscribers decreased, the revenues slightly increased from 2013 to 2015 primarily due to the migration of our subscribers to higher speed service.

The following table sets forth HiNet’s subscribers as of each of the dates indicated.


	As of December 31
	2013		2014		2015
	(in thousands, except percentages)
Total internet subscribers in Taiwan		6,158		6,178		6,151
HiNet subscribers:
HiNet FTTx subscribers		2,683		2,843		3,083
HiNet ADSL subscribers		1,099		948		688
HiNet dial-up subscribers		454		439		426
Other access technology subscribers		3		3		2

Total HiNet subscribers		4,239		4,233		4,199

We have maintained our leading market position despite operating in a highly competitive market with approximately 421 ISPs in Taiwan. As of December 31, 2015, approximately 93.4% of our broadband customers were also HiNet subscribers, using HiNet as their ISP. We expect the competitive conditions currently prevailing in the internet service provider market to continue to intensify.

Internet VAS

Our HiNet portal at www.hinet.net provides VAS to our customers, such as network security, Blog, travel, games, e-learning, music, video, anti-virus and links to other portals. We charge fees for some of these services. We also receive commissions for transactions completed on some of these other portals. Our internet video portal at www.hichannel.hinet.net offers online entertainment services through the internet. In particular, our HiNet broadband (FTTx and ADSL) subscribers can access music, television programs, movies and other multimedia content on demand. We charge access fees for some of this content. We expect the revenues generated from these VAS to continue to grow in the long run.

Data Communication Services and IDC Services

We provide a wide range of managed data services, including frame relay services, asynchronous transfer mode services, and VPN services. Frame relay services provide high-speed data communications linking remote sites. Asynchronous transfer mode services are used to handle high-bandwidth, integrated voice, video, data and internet traffic between sites.

IDCs are facilities providing the physical environment necessary to keep computer network servers running at all times. These facilities are custom-designed with high-volume air conditioning temperature control systems, secure access, reliable electricity supply and connections to high-bandwidth internet networks. Data centers house, protect and maintain network server computers that store and deliver internet and other network content, such as web pages, applications and data. We currently have the largest floor area of internet data centers in Taiwan compared to our competitors in Taiwan. We offer co-location, web hosting and application service provider services.

ICT and Other Services

Our ICT and other services in our internet business include government services, corporate solution and ICT and cloud services. See “Emerging Services”.

International Fixed Communications Business

Our international fixed communications business includes international long distance telephone services, international leased line services, international data services, satellite services and ICT and other international services.

International Long Distance Telephone

We provide international long distance telephone services in Taiwan. Total revenues from international long distance telephone services comprised 4.9%, 4.6% and 4.2% of our revenues in 2013, 2014 and 2015, respectively. In addition, we provide wholesale international long distance services to international simple resale operators that do not possess their own telephone network or infrastructure. Our international long distance telephone revenues decreased by 7.3% to NT$10.4 billion in 2014, and further decreased by 7.5% to NT$9.6 billion (US$0.3 billion) in 2015, primarily due to the increased competition from VoIP-based international long distance service providers and free VoIP applications.

Our average market share of the international long distance market by minutes was approximately 55.1%, 56.0%, and 57.8% in 2013, 2014 and 2015, respectively. However, the overall market for international long

distance services declined due to the intense competition from VoIP-based international long distance service providers and free VoIP applications. Our international long distance services consist primarily of international direct dial services and the wholesale of international long distance traffic.

We commenced the wholesale of international long distance minutes to licensed domestic international simple resale, or ISR operators, and other international carriers in 2001. The domestic ISR operators require fixed-line operators in Taiwan, such as us, to provide international long distance telephone services to their end-users. In 2013, 2014 and 2015, we sold 743 million, 699 million and 786 million minutes of wholesale international long distance traffic, which represented approximately 35.5%, 42.1%, and 58.4% of our total outgoing international long distance traffic, respectively. Despite the decrease in international long distance traffic volume, revenues from the wholesale of international long distance minutes increased by 6.8% to NT$3.3 billion in 2014, and further increased by 13.5% to NT$3.7 billion (US$0.1 billion) in 2015, primarily due to our focus on expanding such services in higher-unit-price areas, such as Central and South America, Africa, Asia and Middle East.

International calls to our top five destinations represented 65.4% of our outgoing international long distance call traffic in 2015. International calls from our top five destinations represented 44.9% of our incoming international long distance call traffic in 2015.

The following table shows the percentage of total outgoing international long distance minutes for our top five outgoing destinations in 2015.


Destination	Percentage of Total Outgoing Minutes (%)
Mainland China		31.1
Indonesia		13.7
Philippines		10.8
Hong Kong		5.2
United States		4.6

Total of top five destinations		65.4

The following table shows the percentage of total incoming international long distance minutes for our top five incoming destinations in 2015.


Destination	Percentage of Total Incoming Minutes (%)
Mainland China		16.3
United States		9.8
Canada		7.7
Spain		5.6
Hong Kong		5.5

Total of top five destinations		44.9

The following table sets forth information with respect to usage of our international long distance services for the periods indicated.


	Year Ended December 31
	2013		2014		2015
	(in millions, except percentages and incoming/ outgoing ratio)
Incoming minutes		1,198		983		937
Outgoing minutes		2,095		1,658		1,346
Total minutes		3,293		2,641		2,283
Incoming/outgoing ratio		0.57		0.59		0.70

Total incoming call volume decreased by 17.9% from 2013 to 2014, and further decreased by 4.7% in 2015, mainly due to the intensified market competition from VoIP-based international long distance service providers and other international long distance service providers. Similarly, due to this intensified competition, total outgoing call volume decreased by 20.9% from 2013 to 2014 and further decreased by 18.8% in 2015.

Outgoing calls made by customers in Taiwan and by customers from foreign destinations using Taiwan direct service are billed in accordance with our international long distance rate schedule for the destination called.

Rates vary depending on the time of day at which a call is placed. Customers are billed on a six-second unit basis for international direct dial services.

The following table sets forth information with respect to the average international long distance usage charge per minute that we received for outgoing international calls during the periods indicated:

Year Ended December 31

2013

2014

2015

Average international long distance usage charge (per minute)

NT$

3.8

NT$

4.4

NT$

5.0

Average charge per minute increased 11.8%, 15.8% and 13.6% in 2013, 2014 and 2015, respectively, mainly due to our focus on expanding the wholesale of international long distance minutes in higher-unit-price areas, such as Central and South America, Africa, Asia and Middle East.

We pay for the use of networks of carriers in foreign destinations for outgoing international calls and receive payments from foreign carriers for the use of our network for incoming international calls. Traditionally, these payments have been made pursuant to settlement arrangements under the general auspices of the International Telecommunications Union. Settlement payments are generally denominated in U.S. dollars and are made on a net basis.

The following table sets forth information with respect to our gross international settlement receipts and payments during the periods indicated.


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$		US$
	(in billions)						(in millions)
Gross international settlement receipts		3.3		3.2		2.8		85.4
Gross international settlement payments		6.0		6.5		6.4		195.2

Our payments to international carriers on an aggregate basis have been greater than our receipts from these carriers primarily because our customers’ outgoing minutes exceeded incoming minutes. International settlement payments increased in 2014 mainly attributable to our actively promotion for international wholesale business mentioned above. However, international settlement receipts slightly decreased in 2014 primarily due to the decrease in the incoming minutes, which was primarily due to the worldwide trend of VoIP substitution. VoIP substitution is also the reason why both receipts and payments decreased in 2015.

In order to compete more effectively in the international long distance market, we have implemented innovative and customized discount calling plans and marketing campaigns directed at high-usage business customers.

Leased Line Services—International

We are a leading provider of international leased line services in Taiwan. Leased line services involve offering exclusive lines that allow point-to-point connection for voice and data traffic. Leased lines are used by business customers to assemble their own private networks and by telecommunications service providers to establish networks to offer telecommunications services.

We provide data transmission services to major corporate customers in Taiwan. Since August 2001, licenses have been awarded to four undersea cable operators to engage in leased line services. Demand for high-speed data transmission services has been growing rapidly, as a result of growing consumer demand and lower tariffs due to increased competition. In particular, the total bandwidth of our lines leased increased by 111.2% in 2015.

The following table shows the bandwidth of international lines leased to third parties as of each of the dates indicated.

As of December 31

2013

2014

2015

(in gigabits per second, or Gbps)

Total bandwidth

564.8

951.4

2,009.6

Rental fees for international long distance leased line are generally based on transmission speed and distance.

We continue to experience a decline in rental fees for international leased lines, partly as a result of competition from other international leased line service providers. In response, we continue to implement marketing and service campaigns to retain our high-value corporate customers. Our international leased line services revenues were NT$1.4 billion, NT$1.5 billion and NT$1.7 billion (US$50.9 million) in 2013, 2014 and 2015, respectively, mainly due to our expansion to the overseas markets and growing consumer demand mentioned above.

International Data Services

Our international data services include international IP VPN services and Taiwan internet gateway services. Total revenues for international data services were NT$1.5 billion, NT$1.7 billion and NT$2.0 billion (US$59.5 million) for 2013, 2014 and 2015, respectively. Due to the growth of the number of Taiwanese corporations with operations outside of Taiwan, we expect demand for IP VPN and Taiwan internet gateway services to continue to increase and our revenues from our international data services to continue to grow.

Satellite Services

We entered into a contract with ST-2 Satellite Ventures Pte., Ltd. on March 12, 2010 to lease capacity on the ST-2 satellite. The lease term is 15 years starting from the official start of operations of the ST-2 satellite, and the total contract value is approximately NT$6.0 billion. This contract requires a prepayment of NT$3.1 billion, and the remaining amount will be paid annually. The ST-2 telecommunications satellite launched on May 21, 2011 and began commercial operation in August 2011. Please refer to Note 40 of our consolidated financial statements included elsewhere in this annual report for further details.

In addition, we have two satellite communication centers that enable us to provide TV broadcast, satellite VAS and backup systems for use in major emergencies. We also provide satellite services to Southeast Asia.

ICT and Other Services

Our ICT and other services in our international fixed communications business include corporate solution services. See “Emerging Services”.

Others

Our other business segment includes our non-telecom services, including property sales made by our subsidiary, Light Era Development Co., Ltd., or Light Era, and electronic products sales made by our subsidiary, Chunghwa Precision Test Tech Co., Ltd.

Interconnection

We provide interconnection of our fixed line network and mobile network with other operators.

The following table sets forth our interconnection fee revenues and costs for the periods indicated. These revenues and costs are included, depending on the nature of the call made, in domestic fixed communications or mobile communications revenues and expenses, respectively.


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$		US$
	(in billions)						(in millions)
Interconnection fee revenues:
Fixed line		1.2		1.1		1.0		29.0
Mobile⁽¹⁾		6.0		4.8		3.7		113.9

Interconnection costs:
Fixed line		4.6		3.3		2.3		69.1
Mobile		6.2		4.9		3.9		119.1

(1)	We account for revenues from SMS air time charges under mobile VAS instead of interconnection for years. The table for the periods indicated uses accounting categorization described above.

The interconnection rate between fixed-line customers and other fixed-line customers is NT$0.32 per minute during peak times and NT$0.09 per minute during off-peak times. The interconnection rate for calls initiated by mobile customers to fixed-line customers is NT$0.4851 per minute during peak times and NT$0.2531 per minute during off-peak times.

The NCC has mandated mobile interconnection rate reduction over a period of four years starting on January 5, 2013. The rate should be reduced from NT$2.15 per minute to NT$1.15 per minute in four years with a CAGR of -14.5%. Therefore, our mobile interconnection revenues and costs decreased from 2013 to 2015.

Before January 1, 2011, the rates of telecommunication fees for telephone calls between fixed-line customers and mobile customers were set by the mobile network operators: mobile network operators collected such telecommunication fees from customers and paid the fixed-line network operators interconnection fees based on usage, regardless of which party of the interconnection initiated the call. Starting from January 1, 2011, the fixed-line network operators that initiate the call have the right to set the rates of telecommunication fees and to collect such fees from customers for fixed-line-to-mobile calls; fixed-line network operators have to pay interconnection fees to mobile network operators in accordance with the interconnection rate set forth by the NCC. In addition, to balance the competition between us, the market leader of fixed-line network operators, and other mobile network operators, we are also required by the NCC to pay transition fees (in addition to the interconnection fees) to the other mobile network operators for a period of six years starting from January 1, 2011. The transition fees will decrease gradually over the six-year period, and we will not be required to pay such transition fees from January 1, 2017.

Fixed interconnection costs decreased from 2013 to 2015 mainly due to (1) decreasing transition fees year over year, (2) reduction of mobile interconnection rate for fixed-line-to-mobile calls, and (3) decreasing traffic volume.

In accordance with governmental regulations, the contracts governing our interconnection arrangements must specifically address a number of prescribed issues. For example, our interconnection charge should reflect our costs with respect to the network elements used. In addition, cost increases are subject to approval by the regulatory authorities. We expect that our interconnection contracts will generally be reviewed annually, although we may also enter into long-term contracts. See “Regulation—Telecommunications Act—Interconnection Arrangements”.

Emerging Services

We continue leveraging our advantages in network infrastructure, IDC, Content Delivery Network, or CDN, etc. to offer customized ICT total solutions to enterprise customers and to expand our ICT business. The revenues from our ICT business are classified in “ICT and Other Services” of each business segment. We are offering ICT total solutions by integrating our capabilities of cloud, information security, IoT and customization expertise. We are developing in-house Big Data capability for future commercialization as well as cooperating with partners to develop an IoT ecosystem across various industries.

Our ICT services includes integrated services such as our iEN, ITS, and Internet of Vehicles. Our iEN service helps companies and corporations implement energy-saving measures through computer-driven data analysis. Our ITS service provides navigation, real-time traffic information and infotainment through mobile devices for cars and drivers. By leveraging high speed 4G mobile broadband networks, we offer innovative Internet of Vehicles services including GPS, audio and video streaming, car information, etc. available for tablets. In addition to developing ICT businesses mentioned above, we also pursue ICT projects from both public and private sectors aiming to expand our revenue streams.

Marketing, Sales and Distribution

Marketing Strategy

In order to retain and expand our large customer base and to encourage our customers to increase their use of our services and products, we continue to focus our marketing strategy on the following areas.

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Services, Products and Bundled Offerings. We continually develop new VAS and products, and bundle our services and products based on different market segments, with the aim of increasing our high-usage customers and enhancing customer loyalty.

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Pricing and Promotions. We design flexible pricing packages that allow customers to select structures best tailored to their usage patterns, and design special promotional packages to encourage usage.

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Distribution Channels. We seek to facilitate customer subscription by adding more service points. In addition, we seek to broaden our distribution reach by strengthening our cross-industry alliances and marketing relationships. Furthermore, to expand our sales channels more effectively, we also implement an external sales agent system by collaborating with Senao, Synnex Technology International Corporation and Tsann Kuen Trans-Nation Group, which collaborations enable us to get closer to every customer.

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Business Customers. We expanded our customer focus to include small and medium-sized enterprises, or SME, in addition to large corporations. We seek to serve the needs of large corporate customers by devoting a project manager or project engineer to service these customers. These account managers are responsible for developing customized solutions and tariff packages to meet the specific needs of our customers. We continually update and expand our service offerings so that we can remain a one-stop telecommunications services provider to our corporate customers and provide for all of their telecommunications needs. Our dedicated local teams serve the needs of small and medium-sized enterprises. These teams also use our data bank to identify and target potential clients for promoting our e-commerce and mobile services. In addition, we help our corporate customers improve their efficiency and competitiveness by creating information systems for them.

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Advertising. We are committed to further strengthening the Chunghwa Telecom brand and image as well as strengthening and expanding market recognition of our specialized product brands, such as HiNet and emome. We plan to leverage our leading market position and status to strengthen the overall advantage of our product brands.

Sales and Distribution

Our marketing department at our corporate headquarters in Taipei is responsible for central business planning and formulating our marketing strategies and objectives. We have multiple marketing departments for our various businesses which are responsible for business and marketing planning.

As of December 31, 2015, we also had 17 operations offices, 468 service centers, 268 Senao exclusive service stores and 6 customer service call centers located throughout Taiwan that are responsible for operations, sales and customer service in their respective local areas.

In January 2007, we acquired 31.33% equity ownership of Senao, a major distributor of mobile handsets in Taiwan. Senao has been listed on the TWSE under the number “2450” since May 2001. Our equity ownership in Senao decreased from 31.33% as of January 15, 2007 to 29.31% as of March 31, 2016, due to the exercise of options by employees that were previously granted before 2007, which decrease was partially offset by Senao purchasing its treasury stock in June and July of 2015. We consolidated the results of operations of Senao because we control four out of seven seats on the board of directors through the support of large beneficial shareholders of Senao. Please refer to Note 3 and Note 15 of our consolidated financial statements included elsewhere in this annual report for description about the control relationship between the parent company and Senao. Our investment in Senao enhanced our mobile handset distribution and sales capabilities. Starting from January 2014, customers can subscribe for our broadband service, MOD service and other services at Senao retail stores. See “Item 7. Major Stockholders and Related Party Transactions—B. Related Party Transactions” for a discussion of the agreement between the parent company and Senao about our business cooperation.

Customer Service and Billing

We believe our reputation for quality customer service has helped us attract new customers and maintain customer loyalty. We regularly survey our customers to improve our service and better understand market demand and customer preferences, and seek to develop products and services accordingly.

We provide the following services to our customers:

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bill payment services at 24-hour convenience stores, bank service counters, automatic teller machines, and service centers throughout Taiwan, via direct debit, over the phone, online at our website (www.cht.com.tw), on MOD, and on mobile handset emome or Hami;

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online information and bill payment services at our website (www.cht.com.tw) and customer service hotline for telephone payment;

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24-hour customer service and technical support through our service centers, call centers and website;

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free of charge itemized billing for international and domestic long distance calls; and

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consolidated and automated billing for all services, including English billing documents available upon request.

Network Infrastructure

Our network infrastructure consists of transmission networks that convey voice and data traffic, switching networks that route traffic between networks, and mobile, internet, leased line and data switching networks.

We purchase most of our network equipment from well-known international suppliers. As part of the purchase contract, these suppliers deliver and install the equipment for us. We also purchase from local suppliers a variety of components such as transmission lines, switches, telephone sets, MOD set-top boxes, and radio transmitters.

Approximately 13,540 of our employees were engaged in network infrastructure development, maintenance, operation and planning as of December 31, 2015.

Transmission Networks

As of December 31, 2015, our transmission networks consisted of approximately 1.67 million fiber kilometers of fiber optic cable for trunking and approximately 8.49 million fiber kilometers of fiber optic cable for local loop.

Between 2009 and 2013, we deployed next generation synchronous digital hierarchy, or NG SDH, and optical cross connect, or OXC, equipment for providing TDM and data service. Due to the emergence of packet-transport network, or PTN, technology, which is a cost-effective method for transmitting packet-based data services, we began the deployment of PTN and stopped the deployment of NG SDH network in 2014. Between 2007 and 2014, we deployed 40/80-wavelength Re-configurable Optical Add-Drop Multiplexer, or ROADM, for backbone transmission network in order to provide new data services such as gigabit Ethernet, fiber channel, 2.5 gigabit and 10 gigabit packet over SDH and 10 gigabit Ethernet. Due to the high utilization of our existing ROADM network, we began to introduce the optical transport network, or OTN, trial network to meet the demand of 100G wavelength services in 2014. Between 2009 and 2013, we had already completed the deployment of 5,519 GbE OXC/NG SDH, which was stopped in 2014 due to the introduction of PTN. In addition, we had completed the deployment of 1,190 wavelength ROADM and 6,270 GbE PTN by the end of 2015. We will begin the large-scale deployment of OTN to meet demand for wavelength and sub-wavelength services in 2016.

As part of our strategic focuses on the internet and data markets, our local loop connections mainly adopt FTTx technology. This enables us to provide broadband services, such as MOD, high speed internet access and VPN. As of December 31, 2015, we have constructed approximately 6.92 million FTTx ports. Our FTTx service can offer high-speed broadband internet access rates up to 1 Gbps. For low bandwidth demand, we use ADSL technology to provide the internet connection services for the customers.

Switching Networks

Domestic telecommunications network. Our domestic public switched telephone network currently consists of 19 message areas connected by a long distance network. As of December 31, 2015, we had 38 long distance exchanges, which are interconnection points between our telecommunications network and approximately 17.1 million telephone lines, which reached virtually all homes and businesses in Taiwan.

We currently have intelligent networks installed over our public switched telephone networks for our domestic long distance and international networks, as well as a local intelligent network in the Taipei, Taichung and Kaohsiung metropolitan areas. Our intelligent network is designed to facilitate the use of VAS by providing more information about calls and allowing greater management of those calls.

As of December 31, 2015, our next generation network, or NGN core network capacity consisted of 1,160,000 local telephone subscribers, comprising 448,000 Session Initiation Protocol-based, or SIP-based, and 712,000 Access Gateway-based, or AG-based, subscribers.

Our NGN Managed IP backbone network consists of an inner core network and an outer core network. We owned high-speed NGN Managed IP backbone network by the end of 2015 with 12 sets of 4 Tbps switch routers for the inner core network and more than 34 sets of 1.6 Tbps switch routers for the outer core network. The bandwidth of the network is approximately 1,375 Gbps as of the end of 2015. We believe this network will enable us to meet the increasing demand for NGN services, such as VoIP, and all managed services, including MOD and VPN.

International network. Our international transmission infrastructure consists of both submarine cable and satellite transmission systems, which link our national network directly to 97 telecommunications service providers in 43 international destinations.

International calls are routed between Taiwan and international destinations through one of our two international switching centers, one located in Taipei and the other in Kaohsiung. Each center had time-division multiplexing, or TDM, international gateway switches and NGN international gateway switch. We had a trunk capacity of 170,040 channels in total as of December 31, 2015.

As of December 31, 2015, we had invested in 19 submarine cables, nine of which land in Taiwan. We had increased the capacity of each of our current submarine cables, increasing our aggregate total capacity from 1,829 Gbps in 2014 to 2,245 Gbps in 2015.

Mobile Services Network

Our mobile services network consists of:

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cell sites, which are physical locations equipped with a base station consisting of transmitters, receivers and other equipment used to communicate through radio channels with customers’ mobile handsets within the range of a cell;

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BSC (base station controllers) for GSM or RNC (radio network controller) for 3G, which connect to, and control, the base station within each cell site;

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cellular switching service centers for GSM or 3G, which control the base station controllers and the processing and routing of telephone calls;

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GGSN (gateway GPRS support nodes), which connect our GPRS network to the internet;

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SGSN (serving GPRS support nodes), which connect the GPRS network to the base station controllers;

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MME (mobility management entity), which connects the base station to our 4G core network that is responsible for control side;

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S GW (Serving Gateway), which connects the base stations to our 4G core network that is responsible for data side;

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PDN GW (Packet Data Network Gateway), which connects our 4G core network to the internet; and

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transmission lines, which link (i) with respect to the GSM/3G/4G network, the mobile switching service centers, MME, S GW, base station controllers, base stations and the public switched telephone network, and (ii) with respect to the GPRS/4G core network, the base station controllers, the support nodes, PDN GW and the internet.

We provide 2G mobile services based on the GSM network standards. Prior to October 22, 2014, we had the 900 MHz and 1800 MHz frequency bands paired with spectrum of 15 MHz and 11.25 MHz, respectively, for our 2G mobile services and the licenses will expire in June 2017. Due to the gradual migration of the 2G subscribers to 3G and 4G, we returned the 2G license in the 900 MHz frequency band to the NCC on October 22, 2014 and transferred the spectrum of 900 MHz frequency band to 4G mobile broadband license. Our usage right of the 900 MHz frequency band is changed from 15 MHz paired spectrum to 10 MHz paired spectrum since October 22, 2014, and the 10 MHz paired spectrum is shared by 2G GSM and 4G LTE networks adhering to the principle of technological neutrality of our 4G mobile broadband license. As of December 31, 2015, we had provided up to 99.9% population coverage on our GSM network. Since the launch of our 3G and 4G mobile services, we have gradually migrated GSM subscribers to 3G and 4G networks and have started to consolidate our GSM network. The number of our 2G subscribers has decreased from 2.6 million as of December 31, 2013, to 0.7 million as of December 31, 2015.

We have 15 MHz paired spectrum in the 2 GHz frequency band for our 3G mobile services, which was launched in July 2005. We contracted with Nokia Solutions and Networks Oy to provide the core network, radio access network, service network, transmission network and maintenance network for our 3G network. To meet the high growth in mobile data traffic, we have upgraded our existing High-Speed Packet Access Network to Dual Cell High-Speed Packet Access Plus (DC HSPA+ with capability of 42 Mbps and 5.76 Mbps each for Down-link and Up-link).

We have 10 MHz paired spectrum in the 900 MHz frequency band and 25 MHz paired spectrum in the 1800 MHz frequency band for our 4G mobile broadband services, which were launched in May 2014. In December 2015, we obtained additional spectrum for 4G mobile broadband services of 30 MHz paired spectrum in the 2500 MHz and 2600 MHz frequency bands. We contracted with Nokia Solutions and Networks Oy and Ericsson Taiwan Ltd. to provide the radio access network, and Ericsson Taiwan Ltd. to provide the core network, respectively. In March 2016, we implement three frequency band CA technology into our 900/1800/2600 MHz frequency band base stations that is expected to increase users’ down-link speed over 300 Mbps.

We have also installed an intelligent network on our existing mobile services network infrastructure, which enable us to provide additional functions, such as prepaid and VPN services as well as a wide range of VAS.

Internet Network

HiNet, our internet service provider, has the largest internet access network in Taiwan, with 33 points of presence approximately 5,734,000 broadband remote access server ports and a backbone bandwidth of approximately 4,667 Gbps as of December 31, 2015. We aim to achieve HiNet’s points of presence and backbone bandwidth to approximately 5,617 Gbps by the end of 2016.

HiNet’s broadband backbone network consists of an inner core network and an outer core network. We had high-speed internet protocol backbone network by the end of 2015 with 16 sets of 12.8Tbps/7.04Tbps/4.48Tbps/4Tbps/1.6Tbps switch routers for the inner core network and more than 50 sets of 5.28Tbps/4Tbps/2.64Tbps/1.6Tbps/640Gbps switch routers for the outer core network. We believe this network will enable us to meet the increasing demand for our internet services.

HiNet’s total international connection bandwidth is 920 Gbps as of December 31, 2015. As we expect that internet traffic flows to and from the United States will continue to increase, we have been continuously expanding our bandwidth to the United States. We also endeavor to increase our links to other countries, including Japan, Korea, Hong Kong, Singapore, Mainland China, Malaysia and Thailand.

Leased Line and Data Switching Networks

We operate leased line networks on both a managed and unmanaged basis. In addition, we operate a number of switched digital networks used principally for the provision of packet-switched, frame relay, asynchronous transfer mode technology and a multi-protocol label switching internet protocol VPN. We have completed the construction of a digital cross connect system for provisioning and managing voice-grade data services throughout Taiwan with a total of 46 nodes. As of December 31, 2015, we had 344 frame relay ports, 922 asynchronous transfer mode ports and approximately 91,688 multi-protocol label switching internet protocol VPN virtual ports.

Our data networks support a variety of transmission technologies, including frame relay, asynchronous transfer mode and ethernet technology. We have also built up our HiLink VPN that combines internet protocol and asynchronous transfer mode technologies. The advantage of HiLink VPN based on multi-protocol label switching technology is that it can carry different classes of services, such as video, voice and data together to provide services with various qualities of service, high performance transmission and fast forward solution in an enhanced security network. HiLink VPN can be accessed by xDSL/FTTx/NG-SDH and can include built-in mechanisms that can deal with overlapping internet protocol addresses. Therefore, the network potentially is less costly and requires less management for business applications.

Competition

We face competition in virtually all aspects of our business.

Domestic Fixed Communications

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Local and domestic long distance telephone services: Revenue from local and domestic long distance telephone service of telecommunication services providers has continuously decreased in the past few years primarily due to mobile and VoIP substitution. Competition from mobile data service providers increased significantly due to the popularity of smart mobile devices and mobile applications such as LINE and WeChat. Although there are other providers of fixed communications, including TWM Broadband, New Century Infocomm Tech. Co., Ltd. and APT, competition from these providers was not significant in the past few years.

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Leased line services: Major competitors in this field are four fixed line operators including TWM Broadband, New Century Infocomm Tech. Co., Ltd., APT and Taiwan Optical Platform Co., Ltd. We believe that the leased line services providers primarily compete on the basis of price and the bandwidth speed of services.

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Broadband internet access services: Major competitors in this field are five multiple-system operators, or MSOs, including Kbro Co., Ltd., China Network Systems Co., Ltd., TWM Broadband, Taiwan Broadband Communication Co., Ltd. and Taiwan Optical Platform Co., Ltd., and one fiber broadband service provider, namely Taiwan Intelligent Fiber Optic Network. With the increasing speed of mobile data service, we also face fierce competition from mobile data providers. We believe that the broadband internet access service providers primarily compete on the basis of price and the bandwidth speed of services.

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MOD services: Major competitors in this field include five cable TV MSOs and 28 independent MSOs. We believe that the different service providers compete on the basis of the multimedia content offered along with the ability to offer converged services by offering comprehensive solutions including data communications, voice communications and multimedia content.

Mobile Communications

There are five mobile operators in Taiwan, including Chunghwa Telecom, Taiwan Mobile, Far EasTone, Taiwan Star Telecom Corporation Ltd., or T-Star, and APT. All of these five operators won 4G mobile broadband licenses in the auction finalized in October 2013. In addition to the big three, T-Star and APT underwent mergers and acquisitions in order to compete in the market for 4G mobile broadband services. T-Star merged with VIBO Telecom Inc., a former 3G operator, in October 2014, while APT merged with Ambit Corporation, one of the 4G mobile broadband license winners, in December 2015, with APT as the surviving company. Each 4G mobile broadband network operator has been providing promotional programs to attract consumers, including unlimited data plans. In addition to the 2G, 3G and 4G mobile network operators discussed above, First International Telecom used to operate a personal handy-phone network but was declared bankrupt by the Taiwan Taipei District Court on December 26, 2014, and discontinued operations on March 31, 2015.

In addition to the mobile network operators, the NCC has issued a total of 14 3G mobile virtual network operator, or MVNO, licenses, which allow operators without a spectrum allocation to provide 3G mobile services by leasing the capacity and facilities of a mobile service network from a licensed mobile service provider. We are currently cooperating with Carrefour Telecom Co., Ltd. We may cooperate with other mobile virtual network operators in the future.

As of the end of 2015, there were no WiMAX service providers in Taiwan. The NCC has already recalled and released the 2500MHz and 2600MHz frequency band spectrum for 4G mobile broadband services through a bidding process in December 2015. We compete in the wireless services market primarily on the basis of premium brand, price, quality of service, network reliability and attractiveness of service packages.

Internet

Our primary competitors in internet services are other internet services providers, including SeedNet and TWM Broadband. We compete in the internet services market primarily on the basis of price, technology, speed of transmission, amount of bandwidth available for use, network coverage and VAS.

International Fixed Communications

Our major competitors are TWM Broadband, New Century Infocomm Tech. Co., Ltd. and APT, which have provided fixed-line services since June 2001. These operators are primarily focused on international long distance services and corporate customer services, which typically generate higher revenue than residential customers. There have been four submarine cable services licenses granted since August 2001. These submarine cable operators have begun offering international leased line services to other fixed-line operators, internet service providers and ISR operators.

Our international long distance services compete with international long distance resale services and VoIP services such as those provided by Line and Skype.

Cybersecurity and Personal Information Protection

To prevent increasing cyber risks and threats, we have implemented the measures described below.

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We have built an online service system that enables Certificate Authority’s Secure Socket Layer functions that performs as a secure tunnel to transmit encrypted customer’s information. In addition, we offered the Global Trust Secure Site Seal to prevent from phishing attacks on payment web sites.

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The high-availability systems in our data centers deploy firewall and Intrusion Prevention System, or IPS, to defend against hackers’ attacks.

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All information systems and websites are scanned for vulnerabilities and a team of information security experts is responsible for conducting penetration testing on our information system, websites and Apps, to prevent leakage of customer information.

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We have enhanced the firewall policy and adopted minimum principle to limit the IPs and ports access control, in order to reduce intrusion risk from hackers.

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We have enhanced our system access controls including, among other measures, by using two-factor authentication and by limiting daily operational access to dedicated terminals in a separate network.

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We have enhanced the retention and monitoring for all system, database, and applications logs as an additional information security measure and our managers review system logs and inquiry records on a daily basis.

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We required our branch offices to comply with ISO27001 and obtain the ISO27001 certification.

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We established CHT Security Operation Center, or SOC, which is responsible for incidents and threats monitoring, notification and emergency response.

The amendment of the Personal Information Protection Act, or PIPA, became fully effective on October 1, 2012, except for its Articles 6 and 54 that await further determination by the Executive Yuan. PIPA applies to all individuals, legal entities and enterprises that collect, process and use personal information, and has a significant impact on the banking and service industries in Taiwan. Due to the adoption of PIPA, the level of responsibility and liability on personal information protection of a company was raised. We have conducted inventory checks of personal information that we currently hold, established standard operating procedures, or SOP, to comply with the requirements under PIPA, and have taken information security measures to protect the data.

To comply with the PIPA, we implemented a series of measures to avoid the leakage of customers’ information:

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Personal information protection policies and regulations are defined in the operational rules of all of our business and service contracts.

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According to our personal data safety and awareness plan, all of our employees are required to take training programs and to pass the awareness test at least twice per year.

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We required our branch offices to implement a drill in personal data leakage incident handling once a year.

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Our auditing department completes an annual audit plan and regularly audits information circulation in each department on customer information management and protection.

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We enforced customer service center and call center to comply with BS10012 and obtain the BS10012 certification.

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Documents containing customer’s personal information are labeled “highly confidential”.

Property, plant and equipment

Our property, plant and equipment consist mainly of telecommunications equipment, land and buildings located throughout Taiwan. Although we have a significant amount of land and buildings throughout Taiwan, most of our properties are for operational use and only a small part of them are for investment purposes, which were classified as “investment properties” in our consolidated financial statements included in this annual report. Notes 17 and 18 to our consolidated financial statements, included elsewhere in this annual report, provide additional details as to our “Property, plant and equipment” and “Investment properties”, respectively. See “Item 3. Key Information—D. Risk Factors—Our ability to deliver services may be disrupted due to a systems failure, shutdown in our networks, earthquakes or other natural disasters” for a discussion of environmental issues that may affect utilization of our assets.

Our property development subsidiary, Light Era, acquired land located near the high speed rail station in Taoyuan in October 2012. This property, which was classified as “inventories” in our consolidated financial statements included in this annual report, will be used to develop intelligent homes, in which our fiber broadband and ICT services, such as energy saving technologies, will be deployed. See Note 12 to our consolidated financial statements, included elsewhere in this annual report, for additional details regarding our inventories.

We are now focusing more on rental income and will continue seeking development opportunities from the ROC central and local government urban planning programs to increase the value of our land, buildings and equipment. We have received approximately NT$609.7 million (US$18.6 million) in rental income from properties in 2015.

Insurance

We do not carry comprehensive insurance for our properties or any insurance for business disruptions. We do, however, maintain in-transit insurance for key materials, such as cables, equipment and equipment components. We do not carry insurance for the ST-2 satellite since we only lease capacity for our operations instead of owning the satellite.

Employees

Please refer to “Item 6. Directors, Senior Management and Employees—D. Employees” for a discussion of our employees.

Our Pension Plans

Currently, we offer two types of employee retirement plans—our defined contributions plan and defined benefits plan—which are administered in accordance with the Republic of China Labor Standards Act and the Republic of China Labor Pension Act.

Legal Proceedings

From time to time, we are involved in various legal and arbitration proceedings of a nature considered to be in the ordinary course of our business. It is our policy to provide for reserves related to these legal matters when it is probable that a liability has been incurred and the amount is reasonably estimable. From time to time, we have also been assessed fines by various government agencies such as the NCC and FTC, but none of these fines have had a significant effect on our financial condition or results of operations.

Except as disclosed in our annual report, we believe that we have not been involved in any legal or arbitration proceedings during 2013, 2014 or 2015 that would have a significant effect on our financial condition or results of operations; however, we cannot give you any assurance with respect to the ultimate outcome of any asserted claims against us or legal or arbitration proceedings involving us.

Capital Expenditures

See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures” for a discussion of our capital expenditures.

Enforceability of Judgments in Taiwan

We are a company limited by shares and incorporated under the ROC Company Act. All of our directors, executive officers and some of the experts named in this annual report are residents of Taiwan and a substantial portion of our assets and the assets of those persons are located in Taiwan. As a result, it may not be possible for investors to effect service of process upon us or those persons outside of Taiwan, or to enforce against them judgments obtained in courts outside of Taiwan. We have been advised by our ROC counsel that in their opinion any final judgment obtained against us in any court other than the courts of the ROC in connection with any legal suit or proceeding arising out of or relating to the ADSs will be enforced by the courts of the ROC without further review of the merits only if the court of the ROC in which enforcement is sought is satisfied that:

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the court rendering the judgment has jurisdiction over the subject matter according to the laws of the ROC;

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the judgment and the court procedure resulting in the judgment are not contrary to the public order or good morals of the ROC;

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if the judgment was rendered by default by the court rendering the judgment, we, or the above mentioned persons, were duly served within a reasonable period of time in accordance with the laws and regulations of the jurisdiction of the court or process was served on us with judicial assistance of the ROC; and

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judgments at the courts of the ROC are recognized and enforceable in the court rendering the judgment on a reciprocal basis.

A party seeking to enforce a foreign judgment in the ROC would be required to obtain foreign exchange approval from the Central Bank of the ROC (Taiwan) for the payment out of Taiwan of any amounts recovered in connection with the judgment denominated in a currency other than NT dollars if a conversion from NT dollars to a foreign currency is involved.

Regulation

Overview

We were subject to the Statute of Chunghwa Telecom Co., Ltd. prior to our privatization. Although we have been privatized since August 2005, the Statute of Chunghwa Telecom Co., Ltd. was still effective until December 24, 2014. The Legislative Yuan approved the abolishment of the Statute of Chunghwa Telecom Co., Ltd. on December 9, 2014, and the President of the ROC approved the abolishment of Statute of Chunghwa Telecom Co., Ltd. effective from December 24, 2014. The abolishment of the Statute of Chunghwa Telecom Co., Ltd. did not and will not have any material impact on our company.

Regulatory Authorities

Prior to March 1, 2006, we were under the supervision of the MOTC and the Directorate General of Telecommunications. On March 1, 2006, the NCC was formed in accordance with the Organization Act, which was intended to transfer regulatory authority over the Taiwan telecommunications industry from the MOTC and the Directorate General of Telecommunications to the NCC. The NCC was comprised of nine commissioners who were recommended by the government and opposition political parties in the Legislative Yuan, as well as recommended by the Executive Yuan and approved by the Legislative Yuan. However, the Executive Yuan considered the composition of the NCC unconstitutional and petitioned the Grand Justices of the ROC, or the Grand Justices, to interpret the constitutionality of the formation of the NCC and the procedure for nominating commissioners to serve on the NCC. On July 21, 2006, the Grand Justices rendered an interpretation and held that the relevant provisions under the Organization Act as to the nomination procedures for the commissioners of the NCC were unconstitutional. However, the Grand Justices granted a grace period allowing such provisions of the Organization Act to remain in effect until December 31, 2008.

On January 9, 2008, an announcement issued by the President amended the Organization Act, or New Amendment, amending the unconstitutional formation articles and reducing the total number of commissioners to seven with a term of four years, but three of the Commissioners appointed after the New Amendment served a term of two years. The commissioners will be nominated by the premier of the Executive Yuan and approved and appointed by the Legislative Yuan.

The new nomination method under the New Amendment became effective on February 1, 2008. The nine incumbent Commissioners continued to serve until July 31, 2008, when their terms ended. The premier of the Executive Yuan nominated seven Commissioners on July 1, 2008, and they were approved and appointed by the Legislative Yuan on July 18, 2008. The new Commissioners took office on August 1, 2008. Thereafter, upon the resignation of one Commissioner and the expiry of the term for the three Commissioners, four new Commissioners were nominated by the premier of the Executive Yuan, approved and appointed by the Legislative Yuan and began serving as Commissioners on August 1, 2010.

The Organization Act was further amended on December 28, 2011. The amendment stipulates that the premier of the Executive Yuan shall appoint one Commissioner to serve as Chairperson, and one as Vice Chairperson upon nomination of the seven Commissioners. Accordingly, the Chairperson and the Vice Chairperson were nominated by the premier of the Executive Yuan on April 30, 2012, approved and appointed by the Legislative Yuan and began tenure as Commissioners on August 1, 2012. Upon the resignation of one commissioner and the expiry of the term for two Commissioners, three new Commissioners were nominated by the premier of the Executive Yuan, approved and appointed by the Legislative Yuan and began serving as Commissioners on August 1, 2014.

In accordance with the Organization Act, the NCC is responsible for:

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formulating, implementing and interpreting telecommunications laws and regulations;

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issuing telecommunications licenses and regulating the operation of telecommunications industry participants;

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assessing and testing telecommunication systems and equipment;

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drafting and promulgating technical standards for telecommunications and broadcasting;

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classifying and censoring the contents of telecommunications and broadcasting;

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managing telecommunications and media resources in Taiwan;

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maintaining competition order in the telecommunication and broadcasting industries;

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governing technical standards in connection with the safety of information communications;

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managing and facilitating the resolution of disputes pertaining to the Taiwan telecommunications and broadcasting industries;

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managing offshore matters relating to Taiwan’s telecommunications and broadcasting industries including matters of international cooperation;

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managing funds allocated for the development of Taiwan’s telecommunications and broadcasting industries;

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monitoring, investigating and determining matters in relating to Taiwan’s telecommunications and broadcasting industries;

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enforcing restrictions under telecommunications and broadcasting laws and punishing violators; and

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supervising other matters in relation to communications and media.

Telecommunications Act

The Telecommunications Act and the regulations under the Telecommunications Act establish the framework and govern the various aspects of the Taiwan telecommunications industry, including:

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licensing of telecommunications services;

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telecommunication numbers;

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restrictions on dominant telecommunications service providers;

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tariff control and price cap regulation;

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accounting separation system;

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interconnection arrangements;

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bottleneck facilities;

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spectrum allocation;

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provision of universal services;

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equal access;

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number portability;

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local loop unbundling;

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co-location; and

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ownership limitations.

Each of these aspects is described below. The Telecommunications Act also establishes a non-auction pricing system for assignment of radio frequencies.

Licensing of Telecommunications Services

Type I and Type II Service Providers

Under the Telecommunications Act, telecommunications service providers are classified into two categories:

Type I. Type I service providers are providers that install network infrastructure, such as network transmission, switching and auxiliary equipment for the provision of telecommunications services. Type I services include fixed-line services such as local, domestic long distance and international long distance services, as well as interconnection, leased line, ADSL and satellite services and wireless services such as mobile, including mobile data and trunked radio services.

Type II. Type II service providers are defined as all telecommunications service providers other than Type I service providers. Type II services are divided into special services and general services. Special services include simple voice resale, E.164 internet telephony service, Non-E.164 internet telephony service, international telecommunications services that provide to unspecific customers by leasing international circuit and other services specified by the MOTC before March 1, 2006 or by the NCC from March 1, 2006. General services include any Type II service other than special services.

Until 1996, we were the sole provider of Type I services in Taiwan. In 1996, the government opened the market for mobile, paging and trunked radio, mobile data and digital low power cordless telephone services. In 1998, the government opened the market for fixed-line and mobile satellite services. In June 2001, the government granted licenses to three operators for establishing fixed-line services, thereby opening the market for fixed-line services. Since August 2000, the government has permitted four undersea cable operators to engage in the undersea cable leased-circuit business.

Commencing in 2007, the NCC began accepting applications for licenses to provide fixed-line services in March, June, September and December of each year. The NCC started to accept applications for fixed-line services on a daily basis beginning in 2008. There is no limit on the number of fixed-line licenses that they may decide to issue.

Granting of Licenses

Type I

Type I service providers are more closely regulated than Type II service providers. The government has broad powers to limit the number of providers and their business scope and to ensure that they meet their facilities roll-out obligations. Under the Telecommunications Act, Type I service providers are subject to pre-licensing merit review of their business plans and tariff rates.

Before March 1, 2006, licenses for Type I services were granted by the MOTC through a three-step procedure. Applicants obtained a concession from the MOTC. After obtaining a concession, the applicant obtained a network construction permit and an assignment of spectrum, in the case of mobile telephone services and satellite services, from the Directorate General of Telecommunications or the MOTC prior to applying for a license. Upon completion of construction of its network and review by the Directorate General of Telecommunications, the applicant was granted a Type I license. The MOTC had the authority to grant Type I licenses for each of fixed-line services, wireless services and satellite services. Type I licenses have different minimum paid-in capital requirements for applicants and varying durations depending on the particular type of service.

Since March 1, 2006, the same procedure applies except that the licenses are granted by the NCC.

The Telecommunications Act further authorizes the competent authority, now the NCC, to promulgate separate regulations governing each Type I service, including the business scope of the Type I service provider, as well as the procedures and conditions for granting special permits and the length of the period of the special permits of each Type I service. Each holder of a Type I license will pay a fee ranging from 0.5% to 2% of their annual revenues or their bid price ratio (Article 2 of the Type I Service Provider Special Tariff Standards) multiplied by their annual revenues generated from the particular Type I service for which a license has been granted.

Fixed Line Services. Under the Telecommunications Act, the Regulations for Administration on Fixed Network Telecommunications Business govern the issuance of fixed-line service licenses and the business scope of fixed-line providers. Fixed-line service licenses are subdivided into the following categories, and we conduct our fixed line services with a license for integrated services.

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integrated services, including local, domestic long distance and international long distance telephone services;

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local telephone services;

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domestic long distance telephone services;

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international long distance telephone services; and

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local, domestic long distance and international long distance leased line services.

Licenses for local telephone and integrated services are valid for 25 years. Licenses for domestic long distance and international long distance telephone services are valid for 20 years. Licenses for leased line services are valid for 15 years. If the service provider wishes to continue operating, the service provider needs to apply for a license renewal to the NCC between nine months and six months before the expiration of their license. The minimum paid-in capital requirements for integrated services providers that applied for a license before June 30, 2004, between July 1, 2004 and January 31, 2008 and on or after February 1, 2008 are NT$21 billion, NT$8.4 billion and NT$6.4 billion, respectively. The minimum paid-in capital requirements for both domestic and international long distance telephone service providers that applied for a license between July 1, 2004 and January 31, 2008 and on or after February 1, 2008 are NT$1.05 billion and NT$800 million, respectively. The minimum paid-in capital requirements for international undersea leased cable service providers that applied for a license before June 30, 2004, between July 1, 2004 and January 31, 2008, between February 1, 2008 and June 30, 2013 and on or after July 1, 2013 are NT$420 million, NT$420 million, NT$320 million, and NT$300 million, respectively. The minimum paid-in capital requirement for local telephone service providers that applied for a license between July 1, 2004 and January 31, 2008 and on or after February 1, 2008 are NT$6.3 billion and NT$4.8 billion, respectively, multiplied by the Local Network Operation Weights for the regions in which local network managerial rights have been granted to the service provider. The Local Network Operation Weights are calculated as the population of the region as a proportion of the entire population of Taiwan and are announced by the competent authority every three years. If an applicant for a license is also a Type I service provider, it will need to combine the minimum paid-in-capital requirements for all relevant services.

In March 2000, the government granted three new concessions to fixed-line services providers for integrated services. Recipients of these concessions are required to apply for a network construction permit to deploy broadband local access networks. Each recipient of these concessions is required to have capacity for 150,000 customers before it is able to apply for a fixed-line license to launch its proposed services. The three fixed-line service providers have since obtained fixed-line licenses and are required to achieve capacity for one million customers by the sixth year following the date of the grant of the network construction permit awarded. Operators that applied for integrated service provider licenses before June 30, 2004, between July 1, 2004 and January 31, 2008 and on or after February 1, 2008 must achieve a capacity for 1.0 million, 0.4 million and 0.3 million customers, ports or a combination of both, respectively, by the fourth year following the date of the grant of the network construction permit.

Wireless Services. Under the Telecommunications Act, the Regulations for Administration of Mobile Communications Business promulgated by the MOTC before March 1, 2006 or by the NCC from March 1, 2006 continue to govern the issuance of wireless services licenses and the business scope of wireless service providers. Wireless service licenses are subdivided into the following categories:

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mobile services;

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paging services;

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mobile data services;

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digital low-power cordless telephone services; and

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trunked radio services.

Wireless service licenses are granted to both regional and national service providers through review and bidding procedures.

The wireless service license for mobile or paging service, once granted, should be valid for a term of 15 years starting from the date when such license is granted, and licenses for mobile data, digital low-power cordless telephone and trunked radio are valid for 10 years starting from the date when such license is granted. According to the Regulations for Administration of Mobile Communications Businesses amended by the NCC on September 19, 2011, the wireless service provider may file an application with the NCC for extension of the valid term of its license for providing mobile or paging service one year prior to the expiry of the 15-year valid term. Once the NCC approves the application, the valid term of the wireless service license for mobile or paging service will be extended to June 30, 2017. The valid terms of our licenses granted by the ROC government authorities for providing 2G mobile services on the 900MHz and 1800MHz spectrum expired in 2012 and 2013 respectively. We filed the application with the NCC for extending the valid terms of our 2G licenses on November 29, 2011. Our application was approved by the NCC in November 2012 and the terms of our licenses for providing 2G mobile services on the 900MHz and 1800MHz spectrum should be valid until June 2017. See “Item 4. Information on the Company—B. Business Overview—Network Infrastructure—Mobile Services Network” for the discussion of our early return of the 2G license in the 900 MHz frequency band to the NCC on October 22, 2014.

The minimum paid-in capital requirements for different mobile communication businesses are as follows: Digital Low-Power Wireless Telephone Business, NT$200 million; Trunking Wireless Telephone Business, NT$20 million for regional operation and NT$60 million for island-wide operation; Mobile Data Communication Business, NT$50 million for regional operation and NT$150 million for island-wide operation; Radio Paging Business, NT$200 million for regional operation and NT$400 million for island-wide operation; Mobile Telephone Business, NT$2 billion for regional operation and NT$6 billion for island-wide operation. If one single applicant acquires operational licenses of two or more businesses with minimum paid-in capital requirements, the paid-in capital for the businesses should be calculated and collected by the applicant separately.

For an operator who obtains the permission of operation over two businesses through the legal procedure, its minimum paid-in capital shall be separately calculated upon approval for establishment, if such other businesses are subject to the minimum paid-in capital restriction.

Third Generation Mobile Services. The MOTC promulgated the Regulations for Administration of the Third Generation Mobile Communications Business on October 15, 2001. The NCC amended the above regulations on July 5, 2007, designating itself as the authority in charge of the third generation, or 3G, mobile services regulations and further amended such regulations on December 30, 2008 for the establishment of base stations. The regulations govern voice and non-voice telecommunications services provided using the spectrum assigned by the MOTC, and now governed by the NCC, that utilizes the IMT-2000 technical standards as

announced by the International Telecommunications Union. Licenses for 3G mobile services were granted by the MOTC and are now granted by the NCC. We have received our 3G mobile services license, which is valid from May 26, 2005 to December 31, 2018.

Under the Regulations for Administration of the Third Generation Mobile Communications Business, the operation area of this business is the whole nation; the minimal paid-in capital for operating this business shall be NT$6 billion. If the applicant operates another business of a Type I telecommunications enterprise at the same time and there is a restriction on the paid-in capital to the other business, after acquiring the establishment approval, the required minimal paid-in capital shall be calculated by aggregating the minimal requirement of each service.

Mobile Broadband Services. Pursuant to the Regulations for Administration of Mobile Broadband Businesses, the 4G mobile broadband service providers must obtain the concession license issued by the NCC before providing 4G mobile broadband services. The license granted for the application in 2013 is valid from the license issue date until December 31, 2030 and the license granted for the application in 2015 is valid from the license issue date until December 31, 2033. The operation area of 4G mobile broadband services covers throughout the ROC.

The minimum paid-in capital for operating the mobile broadband services is NT$6 billion. If an applicant also operates another business of Type I telecommunications enterprise, the minimal paid-in capital required for operating the mobile broadband services and the other Type I telecommunications services shall be determined by aggregating the paid-in capital of the entity required for operating the mobile broadband services and that of the entity required for operating the other Type I telecommunications services.

The mobile broadband services license was released for the first time in 2013. We received the 4G mobile broadband services license on April 30, 2014, and launched the services on May 29, 2014. Mobile broadband services licenses were released for bidding for a second time in 2015, and we were declared the winning bidder on December 7, 2015. After the revision of our 2500MHz and 2600MHz business plan was approved by the NCC on January 27, 2016, we received a permit for establishment by the NCC on February 17, 2016, in accordance with such business plan, and now we are accelerating the deployment of 4G base stations with these frequency bands. We received the license to operate these frequency bands on March 23, 2016, and put these frequency bands into use on March 24, 2016.

Satellite Services. Under the Telecommunications Act, the Regulations for Administration on Satellite Communication Services promulgated by the MOTC govern the issuance of satellite services licenses and the business scope of satellite service providers. The NCC amended the above regulations on July 20, 2007, designating itself as the authority in charge of the Satellite Regulations. Satellite services licenses are subdivided into fixed satellite services licenses and mobile satellite services licenses.

The satellite services license should be valid for a term of 10 years starting from the date when such license is granted. If the service provider wants to re-new its satellite services license before the expiry of the 10-year term, such service provider needs to file a renew application with the NCC within the period from 9 months to 6 months before the expiry date of the original satellite license. The valid term of the renewed satellite license will be 10 years. Minimum paid-in capital requirements for fixed satellite service providers and mobile satellite service providers are NT$100 million and NT$500 million, respectively. If an applicant applies to operate fixed satellite services and mobile satellite services at the same time, its minimum paid-in capital should be calculated separately. The same also applies to an applicant who operates another business of Type I telecommunications enterprise at the same time.

We currently hold a fixed satellite services license, valid from December 10, 2008 to December 9, 2018.

Type II

The Telecommunications Act was amended in 1996 to open the market for all Type II services. Under the Regulations for Administration on Type II Telecommunications Business, Type II services are divided into special services and general services. Special services include simple resale, network telephone service of E.164 and non-E.164 user numbers (VoIP), international leased circuit and other services specified by governing authority. General services include any Type II service other than special services. The policy for granting a Type II service license is as follows:

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there is no limit on the number of licenses to be issued;

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licenses were granted by the Directorate General of Telecommunications before March 1, 2006 and are now granted by the NCC; and

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no bidding procedure is required.

We hold a license to operate all Type II services. Type II service licenses issued before November 15, 2005 are valid for ten years and may be renewed by submitting an application within two months prior to the expiration date. Type II service licenses issued or renewed on or after November 15, 2005 are valid for three years and may be renewed during the period commencing two months prior to the expiration date. There is no minimum paid-in capital requirement for Type II service providers. Our license to operate Type II services is included in our license to operate integrated services, and is valid from July 29, 2000 to July 28, 2025.

Under the Type II Telecommunications Enterprise Permit Fee Schedule, operators of simple resale or network telephone services of E.164 or non-E.164 user numbers must pay an annual license fee equal to 1% of annual revenues generated from these services during the previous year. Type II service operators providing services other than simple resale or network telephone services of E.164 or non-E.164 user numbers must pay license fees ranging from NT$6,000 to NT$150,000 depending on their respective paid-in capital. For operators who operate over two or more businesses, their license fee shall be separately calculated but jointly collected. These regulations do not apply to integrated services providers who are permitted to provide Type II services without additional Type II Licenses.

Telecommunications Numbers

According to the Telecommunications Act, numbering codes, subscriber numbers, identification numbers and other telecommunication numbers will be distributed and managed by the NCC. These telecommunication numbers may not be used or changed without approval by the NCC. In order to maintain effective use of available telecommunication numbers, the Telecommunications Act empowers the NCC to reallocate and retrieve assigned telecommunication numbers and to collect a usage fee for distributed telecommunication numbers. According to the Regulations for Usage Fees of Specific Telecommunications Numbers, telecommunications service providers have to pay 70% of revenues collected from the auctioning off and selection of “golden numbers” and the standard usage rates for “special identification numbers” in use.

Restrictions on Dominant Telecommunications Services Providers

Under the Telecommunications Act, the regulations governing dominant telecommunications services providers apply only to Type I service providers. A Type I service provider is deemed to be dominant if it meets any of the following criteria and was declared by the MOTC or now the NCC as dominant:

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controls key basic telecommunications infrastructure;

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has dominant power over market price; or

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has more than a 25% market share in terms of customers or revenues.

We have been declared by the former competent authority MOTC as a dominant Type I service provider for fixed-line and GSM mobile services. On July 7, 2012, we have been classified as a dominant Type I service provider for 3G mobile services by the NCC. Under the Telecommunications Act, a dominant Type I service provider must not engage in the following activities:

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directly or indirectly hinder a request for interconnection with its proprietary technology by other Type I service providers;

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refuse to release to other Type I service providers the calculation methods of its interconnection fees and other relevant materials;

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improperly determine, maintain or change its tariffs or means of services;

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reject, without due cause, a request for leasing network components by other Type I service providers;

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reject, without due cause, a request for leasing lines by other service providers or customers;

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reject, without due cause, a request for negotiation or testing by other service providers or customers;

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reject, without due cause, a request for negotiation for co-location by other service providers;

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discriminate, without due cause, against other service providers or customers; or

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abuse its position as a dominant provider, or engage in other unfair competition activities as determined by the regulatory authorities.

In addition, a dominant Type I service provider is subject to special regulations limiting its tariff changes.

Tariff Control and Price Cap Regulation

In order to promote competition in the telecommunications market, and as part of the government’s overall policy toward deregulation, the Telecommunications Act was amended in 1999 to abolish the former rate of return system on tariff setting in favor of price cap regulation of Type I services.

Under the Administrative Regulation Governing Tariffs of Type I Telecommunications Enterprises, a dominant Type I service provider must submit its proposed adjustment in primary tariffs and promotional packages including primary tariffs to the NCC for approval at least 14 days prior to the date of the proposed tariff changes and announce such change on media, website and business locations on the day after the NCC grants the approval. The tariff change will come into effect seven days after the announcement.

Primary tariffs include:

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for fixed line local telephone services: monthly fees, usage fees, monthly rental fees of leased lines, pay telephone usage fees and internet connection service fees;

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for fixed line domestic long distance telephone services: monthly rental fees of leased lines;

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for fixed line international long distance telephone services: leased line monthly rental fees;

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for wireless services, including 3G mobile services: monthly rental fees and the prepaid communication charges;

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the wholesale price enacted in accordance with this regulation; and

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other fees or tariffs announced by the NCC.

In addition, a dominant Type I service provider is required to set wholesale prices for the provision of its telecommunication services to other telecommunications enterprises. Factors affecting the determination and adjustments of the wholesale price include the establishment, change, cancellation and connection fees. These telecommunication services and their suitable targets, all of which are subject to annual reviews by the NCC, include:

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interface circuits (local and long distance) between internet access service providers and customers for Type I and Type II service providers;

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interface circuits (local and long distance) between internet access service providers for Type I and Type II service providers that are internet access service providers;

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interconnection circuits between Type I service providers and between Type I and Type II service providers of international simple resale, or ISR, and E.164 VoIP services;

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DSL-family (xDSL) circuits for fixed line service providers and internet service providers;

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other local and long distance data circuits for Type I and Type II service providers; and

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broadband internet interconnection for Type I and Type II service providers that are internet access service providers.

The initial wholesale prices set by a dominant Type I service provider may be the retail price less fees and expenses which need not be incurred, but shall not be higher than its promotional pricing. Changes in the wholesale price charged by a dominant Type I service provider may not be greater than (i) the retail price less fees and expenses which need not to be incurred but not greater than the promotional pricing; or (ii) the annual growth rate of the consumer price index in Taiwan minus the constant set by the NCC, whichever is the lower. The Administrative Regulations Governing Tariffs of Type I Telecommunications Enterprises further prohibits a dominant Type I service provider from practicing unfair competition against other telecommunications enterprises.

In addition, changes in tariffs charged by dominant Type 1 service providers (notwithstanding the type of their respective services) may not, in any event, be greater than the annual growth rate of the consumer price index in Taiwan adjusted by a set constant, which will be periodically determined and announced by the NCC. For example, if:

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the annual growth rate of the consumer price index in Taiwan minus the set constant is positive, the increased percentage of tariffs must not exceed such positive figure;

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the annual growth rate of the consumer price index in Taiwan minus the set constant is negative, the decreased percentage of tariffs must be at least the absolute value of such negative figure, and the tariffs used in the given year must not be higher than the decreased tariff; and

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the annual growth rate of the consumer price index in Taiwan minus the set constant equals to zero, no increase in tariffs is allowed to be made by any Type I service providers.

On January 29, 2010, the NCC announced that effective from April 1, 2010 to March 31, 2013:

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the set constant to be applied to the tariff adjustment for the fixed line integrated services is 4.816% and covers the following:

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dominant providers of fixed line services

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tariffs of the following:

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the monthly fee for ADSL leased line and the usage fee for domestic long distance telephone services (excluding public pay phones)

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wholesale prices of the following:

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the monthly fee for leased lines services (including local and domestic long distance leased lines) between internet service providers and their customers

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the monthly fee for leased lines services (including local and domestic long distance leased lines) between an internet service provider and another internet service provider

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the monthly fee for the interconnection (including local and domestic long distance lines) between a Type 1 telecommunication service provider and another Type 1

telecommunication service provider; the monthly fee for the interconnection (including local and domestic long distance lines) between a Type 1 telecommunication service provider and a Type 2 telecommunication service provider who provides simple resale and network telephone service of E.164 user numbers

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the monthly fee for other local and domestic long distance leased lines

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the interconnection fee for internet bandwidth interconnection

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no set constant to be applied to the call charges for the domestic fixed communication services during the following periods:

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the integrated services operators and the domestic telephone services operators can determine the tariff adjustment for the domestic telephone services during the specific period and seek NCC’s approval or recognition

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the specific periods include 11:00 p.m. to 8:00 a.m. from Monday to Friday, 12:00 a.m. Saturday to 8.00 a.m. Monday, and the entire day of a national holiday

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the set constant to be applied to the tariff adjustment for the mobile services and the 3G mobile services is 5% and covers the following:

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2G mobile service and 3G mobile service operators

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tariffs of the following:

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domestic short messaging services

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calls made from a 2G mobile service customer or from a 3G service network to a domestic fixed communication network

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calls made from a 2G mobile service customer or from a 3G service network to a 2G mobile service network, a 3G mobile service network, a 1900MHz Digital Low-Tier Cordless Telephone Service, or PHS, or WiMAX services

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the set constant to be applied to the cellular voice access charge will be announced separately after the amendment to the relevant regulations.

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the set constant to be applied to the tariff adjustment for other Type 1 telecommunication services is the annual growth rate of the consumer price index in Taiwan.

On February 7, 2013, the NCC announced that effective from April 1, 2013 to March 31, 2017:

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the set constant to be applied to the tariff adjustment for the fixed line integrated services is 5.1749% and covers the following:

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dominant providers of local network services and long-distance network services in Type I service

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tariffs of the following:

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the monthly fee for fixed-line broadband access services (excluding fiber-to-the-home, or FTTH, and fiber-to-the-building, or FTTB)

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wholesale prices of the following:

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the monthly fee for leased lines services (including local and domestic long distance leased lines) between internet service providers and their customers

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the monthly fee for leased lines services (including local and domestic long distance leased lines) between an internet service provider and another internet service provider

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the monthly fee for the interconnection (including local and domestic long distance lines) between a Type 1 telecommunication service provider and another Type 1 telecommunication service provider; the monthly fee for the interconnection (including local and domestic long distance lines) between a Type 1 telecommunication service provider and a Type 2 telecommunication service provider who provides simple resale and network telephone service of E.164 user numbers

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the monthly fee for other local and domestic long distance leased lines

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the interconnection fee for internet bandwidth interconnection

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the set constant to be applied to the tariff adjustment for other Type 1 telecommunication services is the annual growth rate of the consumer price index in Taiwan, no increase in tariffs is allowed.

In comparison, all non-dominant Type I service providers are only required to fully disclose and notify the public of their proposed tariff adjustments and promotional packages, through the media, websites, and at all business premises, in an appropriate manner, and to report to the NCC prior to the date of the proposed tariff change, with respect to all tariffs.

Type II service providers are free to establish their own tariff schemes, but are required to notify the NCC and the public upon adoption and upon any subsequent adjustments.

Accounting Separation System

The Telecommunications Act requires that a Type I service provider, including one who concurrently offers Type II services, separately calculate the profits and losses for its different services and prohibits any cross-subsidization among services that will impede fair competition.

Interconnection Arrangements

The Telecommunications Act requires all Type I service providers to allow other Type I service providers access to their networks. It further requires Type I service providers, within three months upon request by the other Type I service provider, to reach an agreement on the relevant terms for the interconnection. Prices charged for interconnection must be based on cost. If the parties fail to reach an agreement within three months, the NCC may, either at the request of the parties or on its own accord, arbitrates and determines the interconnection terms for the parties. The Telecommunications Act authorizes the Directorate General of Telecommunications or, from March 1, 2006, the NCC to issue rules and regulations pertaining to interconnection.

The Regulations Governing Network Interconnection among Telecommunications Enterprises establishes the basis for determining the interconnection charge of a dominant Type I service provider, which shall be reviewed every four years. The interconnection charge of a dominant Type I service provider shall be reviewed by the NCC in advance, and the NCC has the right to modify the rate.

A dominant fixed-line service provider shall unbundle its network elements. The unbundled network elements shall contain the following:

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local loops;

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local switch transmission equipment;

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local trunks;

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toll switch transmission equipment;

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long distance trunks;

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international switch transmission equipment;

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network interfaces;

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directory equipment and services; and

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signaling network equipment.

Unless otherwise provided by the laws, interconnection charge of the providers for mobile communications businesses and the 3G mobile communications business should be calculated based on the decrees issued by NCC. The foregoing shall apply, mutatis mutandis, to the calculation and reviewing method of the interconnection charge of the dominant providers for fixed communication services.

Unbundled network components of the providers for mobile communications businesses and the 3G mobile communications business include:

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mobile telecommunications trunks;

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mobile telecommunications base stations;

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controlling equipment of mobile telecommunications base stations;

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mobile telecommunications switch transmission equipment; and

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other items recognized by the NCC.

The Regulations Governing Network Interconnection among Telecommunications Enterprises specifies the charges for network interconnection among Type I service providers as follow:

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Before January 1, 2011, except for international communications, tariffs for communications between a mobile telecommunications network and a fixed-line network were collected from the call-originating subscribers by the call-originating service provider pursuant to the tariff schedules set by the mobile communication service provider, and revenues or any uncollectible accounts from such tariffs went to the mobile service provider. However, from January 1, 2011, although the tariffs shall still be paid by the call-originating subscribers, the tariff schedules are set by the call-originating network service provider, and revenues or any uncollectible accounts from such tariff shall go to the call-originating service provider. During the transition period from January 1, 2011 to December 31, 2016, we, as a dominant Type I fixed-line service provider, shall pay extra transition fee in addition to access charges to the mobile communications service providers.

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Tariffs for communications between mobile telecommunications networks shall be paid by the call-originating subscribers pursuant to the tariff schedules set by the call-originating service providers, and the revenues or any uncollectible accounts from such tariffs shall go to the call-originating service providers.

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Tariffs for communications between fixed-line network will be determined by the following principles:

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tariffs for communications between the local telephone networks shall be paid by the call- originating subscribers pursuant to the tariff schedules set forth by the call-originating service providers, and revenues or any uncollectible accounts from such tariffs shall be allocated to the call-originating service providers;

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tariff schedules for local telephone network subscribers using domestic long-distance telephone services shall be set by the domestic long-distance telephone service provider and tariffs shall be collected from local telephone network subscribers using domestic long-distance telephone services. Revenues or any uncollectible accounts from such tariffs shall be allocated to the domestic long-distance telephone service providers; and

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tariff schedules for local telephone network subscribers using international long-distance telephone services shall be set by the international long-distance telephone service provider and collected from

local telephone network subscribers using international long-distance telephone services. Revenues or any uncollectible accounts from such tariffs shall be allocated to the international long-distance telephone service providers.

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Tariffs schedules for communications between satellite mobile networks and between satellite mobile networks and fixed-line communications networks or mobile communications networks shall both be set by the call-originating service providers. Revenues or any uncollectible accounts from such the tariffs shall go to the call-originating service providers.

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Tariffs schedules for communications between the E. 164 VoIP networks provided by the Type I service providers and mobile telecommunications networks, or local telephone networks, or satellite mobile networks shall be set by the call-originating service providers. Revenues or any uncollectible accounts from such tariffs shall go to the call-originating service providers.

Bottleneck Facilities

Under the Telecommunications Act, when a Type I service provider cannot construct bottleneck facilities within a reasonable period of time or substitute those facilities with other available technologies, it may request for co-location on a fee basis from the owner of the facilities located at the bottleneck of the relevant telecommunications network. The owner of the facilities so requested may not reject these requests without due cause. The NCC has the authority to prescribe facilities as bottleneck facilities, and has prescribed bridges, tunnels, lead-in tubes and telecommunications chambers located within buildings and horizontal and vertical telecommunications cables and lines as bottleneck facilities in relation to fixed-line telecommunications networks. The NCC, in an announcement on December 21, 2006, has defined local loop facilities as the “bottleneck” of the telecommunications network and amended the Administrative Rules for Network Interconnection Between Telecommunication Service Providers in April 2007, providing that we, as a Type I service provider, can only charge other local telephone service providers at cost for local loop services. The rental tariff is derived from a cost basis and must be approved by the NCC each year.

Spectrum Allocation

The MOTC is responsible for allocating all radio related frequencies primarily according to the standards set by the International Telecommunications Union. The NCC is responsible for the licensing of operators to use these frequencies. The 900 MHz and 1,800 MHz frequency bands have been allocated for 2G mobile services and the licenses will be expired in June 2017. A total of 40 MHz of FDD spectrum around the 850 MHz frequency band and a total of 110 MHz of FDD spectrum around the 2.1 GHz band have been allocated for 3G mobile services, and the licenses will be expired in December 2018.

On October 30, 2013, NCC completed the bidding process for the spectrum to provide 4G mobile broadband services and a total of 270MHz of FDD spectrum over 700MHz, 900MHz, and 1800MHz frequency bands have been assigned to six nominated bidders, including us, and the licenses will expire in December 2030. The spectrum for 4G mobile broadband services was released adhering to the principle of technological neutrality. Mobile broadband services can be offered by heterogeneous networks, or HetNet, including the 4G network and the 2G network under this technology-neutral spectrum. On December 7, 2015, the NCC completed a second round of bidding on 4G frequency band spectrum. A total of 190 MHz spectrum of the 2500 MHz and 2600 MHz frequency bands were assigned to four nominated bidders, Far EasTone, T-Star, APT and us, and the licenses will expire in December 2033.

Provision of Universal Services

Under the Telecommunications Act, a Type I service provider may be required by the NCC, previously the MOTC, to provide universal telecommunications services in remote or unprofitable areas. These services include voice communication services, such as public phones, and data communication services, such as

internet provision for libraries and public primary and secondary schools. All Type I service providers and certain Type II service providers designated by the NCC, previously the MOTC, will be required to contribute a fixed portion of their annual revenues to a universal services fund. Such a fund will be used to compensate for any losses, bad debts and management fees incurred by the relevant Type I service provider in providing the universal services. All providers of universal services cannot refuse any request for service, unless for legitimate reasons, and cannot charge more than the predetermined tariffs.

Equal Access

As a result of the liberalization of Taiwan’s telecommunications industry, a Type I service provider, including a 3G mobile services provider and a WiMax service operator, is required to provide its customers with equal access to the domestic and international long distance telephone services provided by other service providers. A Type I service provider may provide equal access through pre-selection or call-by-call selection. Before July 1, 2005, all Type I service providers, including us, provide equal access only through call-by-call selection. When a customer makes a call using call-by-call selection, such customer has the option to select a service provider by dialing the network identification prefix assigned to the service provider of his choice. This will result in the automatic selection of the preferred service provider for the provision of relevant telecommunication services. Starting from July 1, 2005, all Type I service providers also provide equal access through pre-selection in Keelung City, Taipei City/County, Taichung City/County and Kaohsiung City/County. Equal access through pre-selection is available throughout Taiwan since January 1, 2006. The pre-selection function allows any customer to select in advance a long distance or international service provider of his or her choice. When such customer makes a call using this function, the communications network will automatically interconnect to the long distance or international network previously selected by such customer.

Number Portability

According to the Telecommunications Act and the Regulations Governing Number Portability, Type I service providers shall provide number portability service which enables customers to retain their existing local and toll free fixed-line telephone numbers or mobile phone numbers when they switch from the original Type I service provider to other Type I service providers. Meanwhile, Type I service providers shall mutually grant each other number portability services on a reciprocal basis, and shall conform in accordance with the principle of impartiality and reasonableness, and shall not be discriminatory.

Under the regulation, we are required to provide number portability service for fixed-line customers in Taipei City, Taipei County (now New Taipei City), Keelung City, Taichung City, Kaohsiung City and other areas where there are two or above fixed-line service providers. We have also provided number portability service for mobile communication customers since October 15, 2005. Pursuant to the regulation, we shall compile and submit related information of number portability for the previous six months to NCC by January 10 and July 10 of each year.

Local Loop Unbundling

In December 2006, the NCC defined the local loop as facilities “at the bottleneck of telecommunications networks” in accordance with the Regulations for Administration on Fixed Network Telecommunications Businesses. The NCC requires us to unbundle the local loops and allow other telecommunications operators to use these connections. The local loop or last mile connections are the physical wire connections between the telephone exchange’s central office to the customer’s premises usually owned by the incumbent telephone company. The NCC further amended the Regulations Governing Network Interconnection among Telecommunications Enterprises in April 2007 which provides that we can only charge other local telephone service providers at cost for local loop services instead of on the basis of commercial negotiations.

Co-location

We have been declared by the governmental authority as a dominant Type I service provider for fixed-line, 2G and 3G services. According to the Telecommunication Act, the Regulations for Administration on Fixed Network Telecommunications Business and the Regulations Governing Network Interconnection among Telecommunications Enterprises, if any other service provider requests for co-location, we must negotiate with them, unless otherwise provided by laws or regulations. As of the end of 2015, we had been co-locating 27 Point of Interface, or POI sites and 2 cable stations with other Type I fixed-line service providers and 9 POI sites with other Type I mobile service providers.

Ownership Limitations

The laws of the ROC limit foreign ownership of our common shares. Prior to March 1, 2006, the MOTC, as the competent authority under the March 1, 2006, the NCC replaced the MOTC as the competent authority under the Telecommunications Act pursuant to the Organization Law. On July 18, 2006, the MOTC and the NCC reached an agreement where the MOTC will have the authority to adjust foreign ownership limits only after negotiations with the NCC. On June 14, 2007, we applied to both the NCC and the MOTC, asking for an increase in direct and indirect foreign ownership cap of our common shares. After consultation with the NCC, the MOTC raised our foreign ownership cap of direct and indirect shareholdings from 49% to 55%. Our foreign ownership limitation of total direct shareholdings remained at 49%.

Fair Trade Act

The requirements and restrictions under the Telecommunication Act regarding price control, IP peering, equal access and accounting separation regulates certain competitive activities among telecommunication industries and aims to reduce the occurrence of anti-competition activities.

By comparison to the Telecommunications Act, the Fair Trade Act, or the FTA, plays a more comprehensive role in regulating all matters relating to competition between enterprises. The Fair Trade Act seeks to deter and prevent anti-competitive conduct by granting the Fair Trade Commission’s powers to investigate and to impose penalties.

The Fair Trade Act is administered and enforced by the Fair Trade Commission, or the FTC, which has independent administration rights granted to it under the Fair Trade Act and is empowered to impose disciplinary actions for fair trade matters. The Fair Trade Commission may initiate an investigation either on its own account in accordance with its discretion granted by the Fair Trade Act or upon receipt of a complaint.

Regulation on Telecommunications Enterprise with Monopoly Status

The term “monopoly” used in the FTA refers to the circumstance where an enterprise conducts its business operation in a relevant market without facing any competition or where an enterprise is able to dominate the relevant market and block competition in the market. If there are two or more enterprises within the same market that do not engage in any price competition with each other, the whole group of non-competing enterprises should be deemed as a single monopoly enterprise in the market.

According to the FTA, an enterprise or a group of enterprises will not be considered as monopolistic enterprise(s) if none of the following circumstances exists:

•

the market share of the enterprise in a relevant market reaches one-half of the market;

•

the combined market share of two enterprises in a relevant market reaches two-thirds of the market; and

•

the combined market share of three enterprises in a relevant market reaches three-fourths of the market.

If the market share of any respective enterprise does not reach one-tenth of the relevant market or if the amount of the enterprise’s total sales in the preceding fiscal year is less than the amount which the authority

announces, such enterprise shall not be considered as a monopolistic enterprise in the relevant market. Notwithstanding the above, the FTC has the ultimate discretion to consider an enterprise as a monopolistic enterprise upon any other events evidencing such enterprise’s capability to affect the supply and demand in relevant market or eliminate competition.

Under the FTA, any enterprise with monopoly status is prohibited from engaging in any of the following activities:

•

directly or indirectly, by using any unfair method to prevent any other enterprises from competing;

•

improperly set, maintain or change the price for goods or the remuneration for services;

•

forcing the enterprise’s trading counterpart to give preferential treatment without justification; or

•

abusing its market power.

According to the FTC’s Explanation on Regulations Governing Telecommunication Industry, a telecommunications enterprise with monopoly status is likely to be involved with the following activities regulated by the FTA: conducting predatory pricing, price squeezing, cross-subsidies, price discrimination, blocking access to essential facilities, inappropriate preference or differential treatment and entering into long-term agreements to restrict the ability to change counterparties.

If the FTC finds an enterprise liable for violation of regulations governing monopoly, the FTC could impose a monetary fine of not more than NT$100,000,000 each time. If the FTC finds such violation is serious, it may further impose a monetary fine exceeding the NT$100,000,000 but up to 10% of the total sales of the enterprise in the preceding fiscal year. The responsible person of such enterprise may be sentenced to imprisonment of not more than three years.

Regulations on Combination Between Telecommunications Enterprises

The term “merger” used in the FTA refers to any of the following circumstances:

•

where an enterprise and another enterprise are merged into one;

•

where any enterprise holds or acquires more than one-thirds of total voting shares or capital of another enterprise;

•

where any enterprise is assigned by or leases from another enterprise the whole or the major part of the business or properties of such other enterprise;

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where any enterprise operates jointly with another enterprise on a regular basis or is entrusted by another enterprise to operate the latter’s business; or

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where any enterprise directly or indirectly controls the business operation or the appointment or discharge of personnel of another enterprise.

If any merger between or among multiple enterprises falls within any of the following circumstances, a prior approval granted by the FTC shall be required:

•

as a result of the merger, the enterprise will own at least one-third of the total market share;

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there is any enterprise involved with the merger has one-fourth of the market share; or

•

the aggregate sales amount for the preceding fiscal year of the enterprises and the entities controlled by or affiliated with such enterprise involved with the merger exceeds the threshold amount publicly announced by the FTC from time to time.

Once the telecommunications enterprise files the merger application with the FTC, the FTC will evaluate the pros and cons of the merger by weighing the potential economic efficiency against the disadvantage of reduced competition. If the FTC finds the potential economic efficiency generated from the merger should be

able to offset the disadvantage of reduced competition caused, the FTC will grant the approval for the merger. Furthermore, the FTC may, when granting an approval, impose certain conditions or undertakings on the applicants to ensure that the overall economic benefit to be generated from the merger outweighs the disadvantage of the reduction in competition.

Regulations on Concerted Action (Cartel) in Telecommunication Industry

The term “concerted action (cartel)” as used in the FTA means the conduct of any enterprise, by means of contract, agreement or any other form of mutual understanding, with any other competing enterprise, to jointly determine the price of goods or services, quantity, technology, products, facilities, trading counterparts, or trading territory with respect to such goods and services, and thereby to restrict each other’s business activities. The FTC may assume a concerted action exists based on the market condition, the feature of goods or services, cost and profit, and the economic feasibility for enterprises to conduct concerted action. Notwithstanding the above, the term concerted action as used in the FTA is limited to any concerted action at the same production and/or marketing stage that would affect the market function of production, trade in goods, or supply and demand of services. Under the FTA, enterprises are prohibited from engaging in any concerted actions unless the FTC holds the concerted action may be beneficial to overall economy and public interest.

According to the FTC’s Explanation on Regulations Governing Telecommunication Industry, a telecommunications enterprise may be able to involve with the following concerted actions: entering into common pricing agreement, restriction of output and market segregation, concerted refusal to deal, or entering into agreement for exchange of information.

If the FTC finds an enterprise liable for violation of regulations governing concerted action (cartel), the FTC could impose a monetary fine of not more than NT$100,000,000 each time. If the FTC finds such violation is serious, it may further impose a monetary fine exceeding the NT$100,000,000 but up to 10% of the total sales of the enterprise in the preceding fiscal year. The responsible person of such enterprise may be sentenced to imprisonment of not more than three years.

Regulations on Unfair Competition in Telecommunication Industry

The FTA prohibits any enterprise from conducting any of the following activities that may restrict competition or impede fair competition:

•

forcing another enterprise to discontinue supply, purchase or other business transactions with a particular enterprise for the purpose of injuring such particular enterprise;

•

treating another enterprise discriminatively without justification;

•

preventing competitors from participating or engaging in competition by inducing customers with low price or other illegal inducements;

•

forcing another enterprise to refrain from competing in price, or to take part in a merger, or a concerted action, or to perform vertical restrictions by coercion, inducement with interest, or other improper methods; or

•

setting improper restrictions on its trading counterparts’ business activity as the condition to reach business engagement.

According to the FTC’s Explanation on Regulations Governing Telecommunication Industry, the telecommunications enterprise may be involved with the following activities that may restrict competition or impede fair competition: conducting vertical trading restraint, boycott, discrimination, improper sales discount, sales with gift or lottery or tie-in sales.

If any enterprise violates the regulations governing unfair competition, the FTC may order it to cease therefrom, rectify its conduct or take necessary corrective action within the time prescribed in the order; in

addition, the FTC may assess upon such enterprise an administrative fine of not less than NT$100,000 nor more than NT$50,000,000. Should such enterprise fail to cease therefrom, rectify the conduct or take any necessary corrective action after the lapse of the prescribed period, the FTC may continue to order such enterprise to cease therefrom, rectify the conduct or take any necessary corrective action within the time prescribed in the order, and each time may successively assess thereupon an administrative fine of not less than NT$200,000 nor more than NT$100,000,000 until its ceasing therefrom, rectifying its conduct or taking the necessary corrective action.

Regulations on the Representations or Symbol Used by Telecommunications Enterprise on Goods or in Advertisement

The FTA prohibits any enterprise from making or using false or misleading representations or symbol as to price, quantity, quality, content, production process, production date, valid period, method of use, purpose of use, place of origin, manufacturer, place of manufacturing, processor, place of processing on goods, or any items which attract customers or in advertisements, or in any other way making known to the public.

If an enterprise violates the applicable provisions under the FTA that prohibit false or misleading representations, the FTC may order it to cease therefrom, rectify its conduct or take necessary corrective action within the time prescribed in the order; in addition, the FTC may assess upon such enterprise an administrative fine. Should such enterprise fail to cease therefrom, rectify the conduct or take any necessary corrective action after the lapse of the prescribed period, the FTC may continue to order such enterprise to cease therefrom, rectify the conduct or take any necessary corrective action within the time prescribed in the order, and each time may successively assess thereupon an administrative fine until its ceasing therefrom, rectifying its conduct or taking the necessary corrective action.

Other Regulations

In addition to the competitive activities expressly regulated by the FTA, the enterprise shall further be prohibited from conducting any fraudulent activity or significantly unfair activity that may impact the trade order.

Administrative Fee Law

According to the Administrative Fee Law, central and local governments, government agencies and schools are empowered to collect administrative fees from us and other telecommunications services providers for the telecommunications facilities built on public roads and properties. Under the Administrative Fee Law, Urban Road Act and Local Road Act, road authorities of municipal governments may collect usage fees from users of local roads, including us, for establishing lines along with the local roads. The fee schedule is set up in the Standard for Usage Fees of Local Roads.

Under the Public Road Law, administrative authorities of public roads may collect usage fees from the users of public roads. According to the Rules Governing Collection of Usage Fees on Public Roads, the relevant collection agencies, including agencies designated by the MOTC and municipal governments, depending on the types of public roads, may collect usage fees from users, including us, for establishing lines along with the public roads.

Personal Data Protection

The amendment of the Personal Information Protection Act, or PIPA, replaced the former Computer-Processed Personal Data Protection Act, or CPPDPA, and became fully effective on October 1, 2012, except for its Articles 6 and 54 that await further determination by the Executive Yuan. Under the PIPA, every individuals or governmental or non-governmental agencies, including us, should be subject to certain requirements and

restrictions for collecting, processing or using personal data. The definition of “personal data” is extended to cover a broad scope, including name, birthday, ID, special features, fingerprints, marriage status, family, education, occupation, medical records, medical history, generic information, sex life, health examination report, criminal records, contact information, financial status, social activities, and any other data which is sufficient to directly or indirectly identify a specific person. If we fail to comply with the PIPA, we may be subject to serious punishment for civil claims, criminal offenses and administrative liabilities: the ceiling of the aggregate compensation amount for damages payable in a single case will be up to NT$200 million or the actual value of loss arising from our violation provided the amount of actual value of such loss is higher than NT$200 million; the defendant may be subject to an imprisonment of up to five years; and the penalty for administrative liabilities will be up to NT$500,000 for each violation, and may be imposed consecutively if such violation continues.

Statute of Chunghwa Telecom Co., Ltd.

The Executive Yuan, on April 27, 2012, proposed a motion for the abolishment of the Statute of Chunghwa Telecom Co., Ltd. for legislative approval. The Legislative Yuan formally approved the motion on December 9, 2014 and the President of the ROC pronounced the abolishment of the law effective from December 24, 2014. The abolishment has no material impact on our company.

C. Organizational Structure

Set forth below is a diagram indicating our organization structure as of March 31, 2016.

LOGO

D. Property, Plant and Equipment

Please refer to “—B. Business Overview” for a discussion of our property, plant and equipment.

ITEM 4A.

UNRESOLVED STAFF COMMENTS

None.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion of our financial condition and results of operations together with the consolidated financial statements and the notes to such statements included in this annual report.

For the convenience of readers, NT dollar amounts used in this section for, and as of, the year ended December 31, 2015 have been translated into U.S. dollar amounts using US$1.00=NT$32.79, set forth in the statistical release of the Federal Reserve Board on December 31, 2015. The U.S. dollar translation appears in parentheses next to the relevant NT dollar amount.

Overview

A number of recent and expected future developments have had, and in the future may have, a material impact on our financial condition and results of operations. These developments include:

•

changes in our revenue composition and sources of revenue growth;

•

tariff adjustments;

•

capital expenditures as a result of technological improvements and changes in our business;

•

personnel expenses;

•

taxation; and

•

effect of adopting Taiwan IFRSs on our dividends and employee bonuses.

Each of these developments is discussed below.

Changes in our revenue composition and sources of revenue growth

Our domestic fixed communications business revenues are derived primarily from the provision of local, domestic long distance, broadband access, leased line service, MOD, and other domestic services including ICT, cloud services, corporate solution services, billing handling services and the leasing of real estate properties. In addition, we also derive fixed-line revenues from providing interconnection services to other carriers. Our revenues from mobile communications business are principally derived from the provision of mobile services, sales of mobile handsets, tablets and data cards and other mobile services. Our revenues from internet business are generated principally from HiNet internet service, internet VAS, data communication services, internet data center, and other internet services including ICT and cloud services. Our revenues from international fixed communications business are derived primarily from international long distance, international leased line, international data services, satellite services, and other international services. Our other revenues are principally derived from non-telecom services.

The table below sets forth the revenues from our principal lines of business as a percentage of total revenues for the periods indicated.


	Year Ended December 31
	2013			2014			2015
Revenues:
Domestic fixed communications business		32.2	%		31.8	%		31.3	%
Mobile communications business		48.5			48.8			49.6
Internet business		11.2			11.5			11.1
International fixed communications business		6.9			6.8			6.7
Others		1.2			1.1			1.3

Total		100.0	%		100.0	%		100.0	%

Our domestic fixed communications business has been an important source of revenue over the last three years. We derive domestic fixed communications from the provision of FTTx and ADSL access services that provides customers with data access lines. The percentage of total revenues derived from domestic fixed communication decreased in both 2014 and 2015 mainly due to the decline of domestic long distance and local call service revenue because of mobile and VoIP substitution, and reductions in tariffs for FTTx and ADSL services. We believe that domestic fixed communications business will continue to generate a significant portion of our revenues.

Revenues from our mobile communications business made a major contribution to our revenues over the last three years. We have experienced a significant increase in revenues generated by our mobile VAS due to the popularity of smartphone and increase in mobile internet subscribers. As a result, we believe that our mobile communications business will continue to generate a significant portion of our revenues.

Our internet business was another important source of revenues over the last three years. We derived internet business revenues from the provision of HiNet internet service and internet VAS. The percentage of revenues from internet services within total revenues increased from 2013 to 2014, primarily due to the revenue growth in IDC and ICT areas by our subsidiary, CHIEF Telecom Inc., or CHIEF, as well as in government-related internet VAS. The percentage of revenues from internet services within total revenues decreased from 2014 to 2015, mainly due to the decrease in VAS revenue generated from information services of the land administration system that we established for the Land Administration Department of local governments, and the decrease was primarily affected by the downturn in the property market.

We derived our international fixed communications revenues mainly from international long distance telephone services, international leased line services and international data services. Revenues from our international fixed communications business as a percentage of our total revenues slightly decreased from 2013 to 2015, because our international long distance telephone services revenue continued to decline due to VoIP substitution.

Our other revenues decreased from 2013 to 2014, primarily due to lower property sales by our subsidiary, Light Era, and lower government-related ICT revenues by our subsidiary, Chunghwa System Integration Co., Ltd. Our other revenues increased from 2014 to 2015, and the increase was mainly due to operating growth derived from one of our subsidiaries, Chunghwa Precision Test Tech. Co., Ltd., a semiconductor testing company.

Tariff adjustments

We adjust our tariffs and offer promotional packages from time to time primarily in response to market conditions. We also from time to time are required to adjust our pricing in line with domestic regulations.

On January 29, 2010, the NCC announced a tariff reduction plan starting on April 1, 2010 to March 31, 2013. The percentage of decrease set by NCC was DCPI—4.816% for IP Peering fees, domestic leased-line fees, ADSL access fees and long distance tariffs, and DCPI—5.00% for fees for mobile calls to local fixed-lines and other networks and domestic mobile SMS, where DCPI is the year-over-year change of the consumer price index of previous year released by the Directorate-General of Budget, Accounting and Statistics of the Executive Yuan. On February 7, 2013, the NCC announced a new plan for tariff reductions in wholesale tariffs for IP peering and domestic leased line services, and in monthly fees for fixed-line broadband access services (excluding fiber-to-the-home, or FTTH, and fiber-to-the-building, or FTTB) over a period of four years starting on April 1, 2013, which are subject to a reduction by DCPI—5.1749%. The DCPI for 2012 that was used for the tariff reduction starting from April 1, 2013 was 1.93%; and the DCPI for 2013 that was used for the tariff reduction starting from April 1, 2014 was 0.79%; and the DCPI for 2014 that was used for the tariff reduction starting from April 1, 2015 was 1.2%; and the DCPI for 2015 that was used for the tariff reduction starting from April 1, 2016 was -0.31%. While mobile tariffs will not be regulated in this round, according to the revised Administrative Rules for Network Interconnection, the mobile interconnection fees should be reduced from the current NT$2.15 per minute to NT$1.15 per minute, over the period of four years starting from January 5, 2013.

Besides mandatory tariff reduction mentioned above, we voluntarily implemented tariff adjustments in our broadband and mobile businesses in the past few years to consolidate our market share. See “Item 4. Information on the Company—B. Business Overview” for discussions of our voluntary tariff adjustments.

Capital expenditures as a result of technological improvements and changes in our business

In recent years, we have focused on modernizing and upgrading our mobile services network and on developing our FTTx network, which enables transmission of digital information at a high bandwidth over fiber loops. In particular, we have enhanced our telecommunications services through:

•

continuing to accelerate LTE network construction to improve coverage nationwide and to enhance capacity in dense urban areas after the launch of 4G mobile broadband services in May 2014;

•

the implementation of a network modernization program, including a gradual transfer from our public switched telephone network to a system based on internet protocol, to remain at the forefront of new technologies;

•

the development and deployment of environmentally friendly IDCs for meeting the new demands of co-location and cloud computing services;

•

the deployment of a high-capacity long-haul OTN, and a nationwide internet protocol backbone network with hundreds of Gbps switching routers for internet and managed IP services; and

•

the expansion and upgrade of our mobile services network as well as Wi-Fi to improve indoor mobile network coverage and transmission speed for mobile internet.

Our long-term goal is to optimize our capital expenditures by focusing on investing in innovative products and services with attractive return profiles. We evaluate our investment opportunities by benchmarking them against internal return requirements.

Personnel expenses

Personnel expenses constitute a significant portion of our operating costs and expenses. In 2013, 2014 and 2015, personnel expenses represented 25.0%, 25.5% and 26.1% of our total operating costs and expenses, respectively, and pension costs represented 1.8%, 1.9% and 1.9% of our total operating costs and expenses, respectively. The table below sets forth information regarding our personnel expenses and as a percentage of our total operating costs and expenses for the periods indicated.


	Year Ended December 31
	2013				2014				2015
	(in billions of NT$, except percentages)
Personnel expenses:
Salaries		24.9	13.9	%		24.9	13.6	%		25.5	14.1	%
Insurance		2.4	1.3			2.6	1.4			2.6	1.4
Pension		3.3	1.8			3.4	1.9			3.4	1.9
Other⁽¹⁾		14.5	8.0			15.7	8.6			15.8	8.7

Total personnel expenses		45.1	25.0	%		46.6	25.5	%		47.3	26.1	%

Total operating costs and expenses		180.4	100.0	%		182.4	100.0	%		181.3	100.0	%

(1)	Includes employee bonuses.

In accordance with ROC laws and regulations, we offset the decrease of unappropriated earnings arising from the impact of first adoption of Taiwan IFRSs with earnings generated in 2013 before we made any appropriation of earning. As a result, unappropriated earnings in 2013 for earnings appropriation purposes decreased, which affected dividends to our shareholders and bonuses to our employees. In order to compensate

for the decreased employee bonuses, at our board of directors meeting held in March 2014, our directors approved to appropriate a one-time bonus to our employees. See “—Effect of adopting Taiwan IFRSs on our dividends and employee bonuses” below.

At the time of our privatization, we settled all of our then existing defined benefit pension obligations in full. After completing our privatization on August 12, 2005, all of our continuing employees were deemed to have commenced employment as of August 12, 2005 for seniority purposes under our pension plans in effect after privatization. Under applicable ROC regulations, upon our privatization, the MOTC assumed the obligation to make annuity payments to all of our employees that retired before our privatization.

Taxation

The income tax rate for profit-seeking enterprises is 17% in the ROC. We benefit from tax incentives, including tax credits of up to 15% of some of our research and development expenses in accordance with the Statute for Innovating Industries.

In 1997, the Income Tax Law of the ROC was amended to integrate corporate income tax and stockholder dividend tax to eliminate the double taxation effect for resident stockholders of Taiwan companies. Under the amendment, after-tax earnings generated from January 1, 1998 and not distributed to stockholders as dividends in the following year are assessed with a 10% unappropriated earnings tax. See “Item 10. Additional Information—E. Taxation—ROC Taxation—Dividends”. Under IFRSs, the 10% tax on unappropriated earnings is accrued during the year the earnings arise and adjusted to the extent that distributions are approved by the stockholders in the following year. In accordance with ROC laws and regulations, we offset the decrease of unappropriated earnings arising from the impact of first adoption of Taiwan IFRSs with earnings generated in 2013 before we made any appropriation of earnings in 2014, therefore, the accrued 10% unappropriated earnings tax in 2013 was lower than that in 2014. In 2014, due to the reversal of the 10% unappropriated earnings tax accrued in 2013, which was much lower than that accrued in 2014, net unappropriated earnings tax accrued in 2014 was higher than that accrued in 2015. As a result, our effective tax rate decreased from 19.3% in 2014 to 17.5% in 2015.

Effect of adopting Taiwan IFRSs on our dividends and employee bonuses

Beginning on January 1, 2013, we have adopted Taiwan IFRSs for reporting our annual and interim consolidated financial statements in the ROC in accordance with the requirements of the FSC. At the same time, we have adopted IFRSs, which has certain significant differences from Taiwan IFRSs, for reporting our annual and interim consolidated financial statements with the SEC, including this annual report and future annual reports on Form 20-F. See “Item 3. Key Information—A. Selected Financial Data”.

Our dividends have been calculated based on Taiwan IFRSs since 2013. According to local regulations, our unappropriated earnings before earnings distributions for the year ended December 31, 2013 needs to first offset the decrease of unappropriated earnings on the date of transition to Taiwan IFRSs (January 1, 2012), which led to a decrease in earnings available for our dividends and employee bonuses compared to prior years. As a result of these decreases in our dividends and employee bonuses, in March 2014, our board of directors approved an additional distribution to our shareholders from additional paid-in capital in the amount of NT$16.6 billion and a one-time additional bonus to our employees in the amount of NT$0.7 billion. The NT$16.6 billion additional distributions to our shareholders were approved at our annual general stockholders’ meeting on June 24, 2014 and such amount was subsequently paid in August 2014.

Our financial statements prepared under Taiwan IFRSs have not been included in this annual report and do not form a part of this annual report.

Critical Accounting Policies

Summarized below are our accounting policies that we believe are both important to the portrayal of our financial results and involve the need for management to make estimates about the effect of matters that are

uncertain in nature. Actual results may differ from these estimates, judgments and assumptions. Certain accounting policies are particularly critical because of their significance to our reported financial results and the possibility that future events may differ significantly from the conditions and assumptions underlying the estimates used and judgments made by our management in preparing our financial statements. The following discussion should be read in conjunction with the consolidated financial statements and related notes, which are included in this annual report.

Revenue Recognition

Revenue from the sale of goods is recognized when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:

•

We have transferred to the buyer the significant risks and rewards of ownership of the goods;

•

We retain neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

•

The amount of revenue can be measured reliably;

•

It is probable that the economic benefits associated with the transaction will flow to us; and

•

The costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable and represents amounts for goods sold in the normal course of business, net of sales discounts and volume rebates. For trade notes and accounts receivables due within one year from the balance sheet date, as the nominal value of the consideration to be received approximates its fair value and transactions are frequent, fair value of the consideration is not determined by discounting all future receipts using an imputed rate of interest.

Usage revenues from fixed-line services (including local, domestic long distance and international long distance telephone services), cellular services, internet and data services, and interconnection and call transfer fees from other telecommunications companies and carriers are billed in arrears and are recognized based upon seconds or minutes of traffic processed when the services are provided in accordance with contract terms.

Other revenues are recognized as follows: (a) one-time subscriber connection fees (on fixed-line services) are deferred and recognized over the average expected customer service periods, (b) monthly fees (on fixed-line services, mobile, internet and data services) are accrued every month, and (c) prepaid services (fixed-line, mobile, internet and data services) are recognized as income based upon actual usage by customers.

Where we enter into transactions which involve both the provision of air time bundled with products such as 3G data card and handsets, total consideration received from products and air time in these arrangements are allocated and measured using units of accounting within the arrangement based on their relative fair values limited to the amount that is not contingent upon the delivery of products or services. Relative fair values are based on the selling prices of handsets on a standalone basis and the monthly fees provided in the subscription contracts.

Revenue from a contract to provide services is recognized by reference to the stage of completion of the contract.

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established, under the premises when it is probable that the economic benefits related to the transactions will flow to us and that the revenue can be reasonably measured.

Interest income from a financial asset is recognized when it is probable that the economic benefits related to the transactions will flow to us and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

Impairment of Trade notes and Accounts Receivable

When there is objective evidence showing indications of impairment, we consider the estimation of future cash flows. The amount of impairment will be measured as the difference between the carrying amount and the present value of estimated future cash flows discounted by the original effective interest rates of the financial assets. However, as the impact from discounting short-term receivables is not material, the impairment of short-term receivables is measured at the difference between the carrying amount and the estimated undiscounted future cash flows. Where the actual future cash flows are less than expected, a material impairment loss may arise.

We maintain an allowance for doubtful accounts for estimated losses that result from the inability of our customers to make required payments. When determining the allowance, we consider the probability of recoverability based on past customers default experience and their credit status, and economic and industrial factors. Credit risks are assessed based on historical write-offs, net of recoveries, and an analysis of the aged accounts receivable balances with allowances generally increasing as the receivable ages. Accounts receivable may be fully reserved when specific collection issues are known to exist, such as pending bankruptcy or catastrophes. The analysis of receivables is performed monthly, and the allowances for doubtful accounts are adjusted through expense accordingly.

Provision for inventory valuation and obsolescence

Inventories are stated at the lower of cost or net realizable value. Estimates of net realizable value are based on the most reliable evidence available at the time the estimates are made at the end of reporting period. These estimates take into consideration fluctuations of price or cost directly relating to events occurring after the end of the period to the extent that such events confirm conditions existing at the end of the period. Estimates of net realizable value also take into consideration. Inventory write-downs are determined on an item by item basis, except for those similar items which could be categorized into the same groups. We use the inventory holding period and turnover as the evaluation basis for inventory obsolescence losses.

Useful Lives of Long-Lived Assets

A significant portion of our total assets consists of long-lived assets, primarily property, plant and equipment and definite-lived intangibles. We estimate the useful lives of property, plant and equipment and other long-lived assets with finite lives in order to determine the period of time over which depreciation and amortization expenses should be recorded. The useful lives are estimated at the time assets are acquired and are based on historical experience with similar assets as well as the anticipated technological evolution or other environmental changes. Further, we review the estimated useful lives of long-lived assets at the balance sheet date. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization in the relevant periods. Alternatively, technological obsolescence could result in a write-down in the value of the assets to reflect impairment. We review these types of assets for impairment quarterly, or when events or circumstances indicate that the carrying amount may not be recoverable over the remaining life of an asset. In assessing impairments, we use estimated cash flows that take into account management’s estimates of future operations.

Control over Subsidiaries

Some entities are our subsidiaries although we only own less than 50% ownership interest in these entities. After considering our absolute size of holding in the entity and the relative size of and the dispersion of shares owned by the other shareholders, and the contractual arrangements between us and other investors, potential voting interests and the written agreement between shareholders, the management concluded that we have a sufficiently dominant voting interest to direct the relevant activities of the entity and therefore we have control over these entities.

Investments in Unconsolidated Companies

An associate is an entity over which we have significant influence and that is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby we and other parties that have joint control of the arrangement and have rights to the net assets of the arrangement.

Investments accounted for using the equity method include investments in associates and interests in joint ventures. Under the equity method, an investment in an associate or joint venture is initially recognized at cost and adjusted thereafter to recognize our share of the profit or loss and other comprehensive income of the associate and joint venture as well as the distribution received.

When we subscribe for additional new shares of the associate and joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of our proportionate interest in the associate and joint venture. We record such a difference as an adjustment to investments with the corresponding amount charged or credited to additional paid-in capital. When the adjustment should be debited to additional paid-in capital but the additional paid-in capital recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.

Any excess of the cost of acquisition over our share of the fair value of the identifiable net assets and liabilities of an associate and joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and shall not be amortized. Any excess of our share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

We assess the impairment of investments accounted for using the equity method whenever triggering events or changes in circumstances indicate that an investment may be impaired and carrying value may not be recoverable. The entire carrying amount of the investment, including goodwill, is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. We measure the impairment based on the projected future cash flow of the investees, the underlying assumptions for which had been formulated by such investees’ internal management team, taking into account sales growth and capacity utilization. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

Our other equity investments are classified as available-for-sale, or AFS, financial assets including: listed stocks, emerging market stocks, and unlisted stocks. Among these investments, those that have a quoted market price in an active market are classified as AFS and measured at fair value at the end of each reporting period; the others that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less any identified impairment losses at the end of each reporting period. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in profit or loss.

Changes in the carrying amount of AFS monetary financial assets relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on AFS equity investments are recognized in profit or loss. Other changes in the carrying amount of AFS financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when the investment is disposed of or is determined to be impaired.

The process of assessing whether a particular investment’s net realizable value is less than its carrying cost requires a significant amount of judgment. We periodically evaluate these investments based on quoted market prices, if available, the financial condition of the investee company, economic conditions in the industry and our intent and ability to hold the investment for a long period of time. If quoted market prices are not available, we

estimate the fair value using the recoverable amounts in consideration of the financial condition of the investee company. This information may be based on information that we request from the investee companies and may not be subject to the same disclosure and audit requirements as required of non-foreign private issuers, and as such, the reliability and accuracy of the information may vary. If we deem the fair value of an investment to be less than the carrying value based on the above factors, and the decline in value is deemed to be other than temporary, we record the difference as impairment in the period of occurrence. In 2013, 2014 and 2015, we recognized impairment losses of NT$66 million, NT$23 million and NT$107 million (US$3.3 million), respectively, for the investments classified as AFS financial assets.

Impairment of long-lived assets and intangible assets

We assess the impairment of long-lived assets and intangible assets whenever triggering events or changes in circumstances indicate that the asset may be impaired and carrying value may not be recoverable. Indications we consider important which could trigger an impairment review include, but are not limited to, the following:

•

External sources of information:

•

during the period, an asset’s market value has declined significantly more than what would be expected as a result of the passage of time or normal use.

•

significant changes with an adverse effect on the entity have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates or in the market to which an asset is dedicated.

•

market interest rates or other market rates of return on investments have increased during the period, and those increases are likely to affect the discount rate used in calculating an asset’s value in use and decrease the asset’s recoverable amount materially.

•

the carrying amount of the net assets of the entity is more than its market capitalization.

•

Internal sources of information:

•

evidence is available of obsolescence or physical damage of an asset.

•

significant changes with an adverse effect on the entity have taken place during the period, or are expected to take place in the near future, in the extent to which, or manner in which, an asset is used or is expected to be used.

•

evidence is available from internal reporting that indicates that the economic performance of an asset is, or will be, worse than expected.

When an indication of impairment is identified for long-lived assets and intangible assets other than goodwill, any excess of the carrying amount of an asset over its recoverable amount is recognized as a loss. If the recoverable amount increases in a subsequent period, the amount previously recognized as impairment would be reversed and recognized as a gain. However, the adjusted amount may not exceed the carrying amount that would have been determined, as if no impairment loss had been recognized.

Goodwill represents the excess of the consideration paid for business acquisition over the fair value of identifiable net assets acquired. Goodwill is tested for impairment at least annually, or if an event occurs or circumstances change which indicates that the fair value of goodwill is below its carrying amount, an impairment loss is recognized. A subsequent reversal of such impairment loss is not allowed.

In 2013, 2014 and 2015, we determined that some of our telecommunication equipment and miscellaneous equipment were impaired and recognized an impairment loss of NT$254 million, NT$64 thousand, and NT$138 million (US$4.2 million) respectively.

In 2013 and 2015, we determined that some of our investment properties’ recoverable amount which represented the fair value less costs to sell of some land and buildings was higher than the carrying amount and recognized reversals of impairment loss of NT$246 million and NT$142 million (US$4.3 million), respectively.

Goodwill amounting to NT$18 million arising from the business combination of a subsidiary, Chunghwa Investment Co., Ltd., or CHI, was fully impaired for the year ended December 31, 2013 because CHI underwent organizational and operational downsizing, and the goodwill was considered no longer exist.

Pension Benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Actuarial assumptions comprise the discount rate, rate of employee turnover, and long-term average future salary increase. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and the liability.

Service cost (including current service cost and gains or losses on settlements) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising (a) actuarial gains and losses; and (b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in our defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

Curtailment or settlement gains or losses on the defined benefit plan are recognized when the curtailment or settlement occurs.

Accounting for Income Taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

The current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statements of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Income tax (10%) on undistributed earnings is accrued during the period the earnings arise and adjusted to the extent that distributions are approved by the stockholders in the following year. Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. If the temporary difference arises from the initial recognition, other than in a business combination, of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit, the resulting deferred tax asset or liability is not recognized. In addition, a deferred tax liability is not recognized on taxable temporary difference arising from initial recognition of goodwill.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carry forward and unused tax credits from purchase of machinery, equipment and technology, and research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where we are able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the balance sheet date, and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which we expect at the end of the reporting period to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income.

Our Financial Reporting Obligations

Our ongoing financial reporting in our Form 20-F annual reports and interim financial reporting furnished to the SEC on Form 6-K had been based on U.S. GAAP through fiscal year 2007. Beginning with our first quarter interim financial report furnished on Form 6-K and our Form 20-F annual report for fiscal year 2008, we prepared our financial statements under ROC GAAP, with reconciliations of net income and balance sheet differences of our consolidated financial statements to U.S. GAAP. Beginning in 2013, we adopted Taiwan IFRSs for our reporting obligations in the ROC, including our annual consolidated financial statements and our interim quarterly unaudited consolidated financial statements beginning in the first quarter of 2013. While we have adopted Taiwan IFRSs for ROC reporting obligations, we prepared financial statements under IFRSs for certain filings with the SEC, including our annual reports on Form 20-F for the year ended December 31, 2013 and thereafter. Following our adoption of IFRSs for the SEC filing purposes, we are no longer required to provide any reconciliation of our consolidated financial statements with U.S. GAAP.

A. Operating Results

The following table sets forth our revenues, operating costs and expenses, income from operations and other financial data for the periods indicated.


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$			US$
	(in billions)
Revenues:
Domestic Fixed Communications		73.5		72.1		72.5			2.2
Mobile communications		110.6		110.7		114.9			3.5
Internet		25.4		26.0		25.8			0.8
International fixed communications		15.8		15.3		15.5			0.5
Others		2.7		2.5		3.1			0.1

Total revenues		228.0		226.6		231.8			7.1

Operating costs		147.3		148.4		148.1			4.5

Operating expenses:
Marketing		25.2		26.1		25.1			0.8
General and administrative		4.2		4.4		4.5			0.1
Research and development		3.7		3.5		3.6			0.1

Total operating expenses		33.1		34.0		33.2			1.0

Other income and expenses		0.1		0.6		(0.1	)		—

Income from operations		47.7		44.8		50.4			1.6
Other income, net		1.4		1.8		1.6			—

Income before income tax		49.1		46.6		52.0			1.6
Income tax expense		6.5		9.0		9.1			0.3

Consolidated net income		42.6		37.6		42.9			1.3

Attributable to:
Stockholders of the parent		41.5		37.0		42.1			1.3
Noncontrolling interests		1.1		0.6		0.8			—

The following table sets forth our revenues, operating costs and expenses, income from operations and other financial data as a percentage of our total revenues for the periods indicated.


	Year Ended December 31
	2013			2014			2015
	(as percentages of total revenues)
Revenues:
Domestic fixed communications		32.2	%		31.8	%		31.3	%
Mobile communications		48.5			48.8			49.6
Internet		11.2			11.5			11.1
International fixed communications		6.9			6.8			6.7
Others		1.2			1.1			1.3

Total revenues		100.0	%		100.0	%		100.0	%

Operating costs		64.6	%		65.5	%		63.9	%

Operating expenses:
Marketing		11.1			11.5			10.8
General and administrative		1.8			2.0			1.9
Research and development		1.6			1.5			1.6

Total operating expenses		14.5			15.0			14.3

Other income and expenses		—			0.3			(0.1	)

Income from operations		20.9			19.8			21.7
Other income, net		0.6			0.8			0.7

Income before income tax		21.5			20.6			22.4
Income tax expense		2.8			4.0			3.9

Consolidated net income		18.7	%		16.6	%		18.5	%

Attributable to:
Stockholders of the parent		18.2	%		16.3	%		18.2	%
Noncontrolling interests		0.5	%		0.3	%		0.3	%

Each of our operating segments is managed separately because each represents a strategic business unit that serves a different market. We measure our segment performances mainly based on revenues and income before tax.

The year ended December 31, 2015 compared with the year ended December 31, 2014

Revenues

Our revenues increased by 2.3% from NT$226.6 billion in 2014 to NT$231.8 billion (US$7.1 billion) in 2015. This increase was primarily due to the increase in revenues generated from mobile communications.

Domestic fixed communications

Domestic fixed communications revenues accounted for 31.8% and 31.3% of our revenues in 2014 and 2015, respectively. Our domestic fixed-line revenues increased by 0.7% from NT$72.1 billion in 2014 to NT$72.5 billion (US$2.2 billion) in 2015 primarily due to growth in ICT revenues generated by enterprises and government, which was partially offset by a decrease in local and domestic long distance telephone revenues.

Local telephone services. Our local telephone revenues decreased from NT$35.6 billion in 2014 to NT$33.6 billion (US$1.0 billion) in 2015 with a 9.1% decline in traffic volume from 11.6 billion minutes in 2014

to 10.5 billion minutes in 2015. The decline in traffic volume was primarily due to the traffic migration from fixed-line services to mobile and internet telephone services. We expect this trend to continue as broadband and mobile services become more popular in Taiwan.

Domestic long distance telephone services. Our domestic long distance telephone revenues decreased by 5.7% from NT$3.3 billion in 2014 to NT$3.1 billion (US$0.1 billion) in 2015. This decrease was mainly due to the traffic migration to mobile services and the increased use of VoIP applications.

Broadband access. The number of our FTTx customers increased from approximately 3.1 million in 2014 to approximately 3.4 million in 2015. The number of our ADSL customers decreased from 1.4 million in 2014 to 1.1 million in 2015 due to the customers’ migration to our FTTx services. Revenues generated from broadband access slightly increased from NT$19.1 billion in 2014 to NT$19.3 billion (US$0.6 billion) in 2015, mainly due to our successful migration strategy mentioned above.

Domestic leased line. Our tariffs for overall leased line services have continued to decrease due to competition from other fixed-line operators, as well as the continued migration of domestic leased line customers to high speed broadband services. Revenues generated from domestic leased line services decreased from NT$4.6 billion in 2014 to NT$4.4 billion (US$0.1 billion) in 2015.

MOD. Revenues generated from our MOD services decreased by 3.0% from NT$2.6 billion in 2014 to NT$2.5 billion (US$0.1 billion) in 2015. This decrease was due to the adjustment in our cooperation schemes with channel providers. The new schemes bring down our operating expenses while also impacting our revenues at the same time. We expect this structural shift to enhance our IPTV margins in the mid-to-long term.

Others. Other revenues increased by 39.6% from NT$6.9 billion in 2014 to NT$9.6 billion (US$0.3 billion) in 2015. This increase was mainly due to the increased number of ICT projects generated by enterprises and government.

Mobile communications

Revenues from our mobile communications business segment accounted for 48.8% and 49.6% of our revenues in 2014 and 2015, respectively. Revenues from our mobile communications business segment increased by 3.8% from NT$110.7 billion in 2014 to NT$114.9 billion (US$3.5 billion) in 2015. This increase was principally due to growth in mobile VAS revenues and was partially offset by a decline in mobile voice telecommunication revenues. The decrease in mobile voice telecommunication traffic was mainly due to migration to free VoIP applications.

Mobile services. Revenues from our mobile services accounted for 34.2% and 34.9% of our revenues in 2014 and 2015, respectively. Revenues from our mobile services increased by 4.4% from NT$77.5 billion in 2014 to NT$80.9 billion (US$2.5 billion) in 2015 due to an increase in mobile VAS revenues from NT$34.8 billion in 2014 to NT$39.6 billion (US$1.2 billion) in 2015, which was partially offset by a decline in mobile voice telecommunication revenues.

Sales of mobile handsets, tablets and data cards. Revenues from our sales of mobile handsets, tablets and data cards accounted for 14.3% of our revenues both in 2014 and 2015. Revenues from our sales of mobile handsets, tablets and data cards increased by 2.2% from NT$32.5 billion in 2014 to NT$33.2 billion (US$1.0 billion) in 2015. This increase was principally due to an increase in sales of smart devices such as iPhone.

Internet

Internet revenues accounted for 11.5% and 11.1% of our revenues in 2014 and 2015, respectively. Revenues from our internet services decreased slightly by 0.8% from NT$26.0 billion in 2014 to NT$25.8 billion

(US$0.8 billion) in 2015 due to a decrease in VAS revenue generated from information services of the land administration system that we established for the Land Administration Department of local governments, and the decrease was primarily affected by the downturn in the property market.

International fixed communications

International fixed communications revenues accounted for 6.8% and 6.7% of our revenues in 2014 and 2015, respectively. Our international fixed communications revenues increased by 1.0% from NT$15.3 billion in 2014 to NT$15.5 billion (US$0.5 billion) in 2015. This increase was mainly derived from one of our overseas subsidiaries, and from international leased line and international data services.

International long distance telephone services. Our international long distance telephone revenues decreased by 7.5% from NT$10.4 billion in 2014 to NT$9.6 billion (US$0.3 billion) in 2015 due to migration to VoIP-based international long distance service providers and free VoIP applications.

International leased line and international data services. Our international leased line and international data revenues increased by 13.1% from NT$3.2 billion in 2014 to NT$3.6 billion (US$0.1 billion) in 2015. The increase was mainly due to our expansion to overseas markets such as Japan, Hong Kong, Singapore, Thailand and Cambodia and increased demand for our international leased line, IP Transit and VPN services.

International ICT and other services. Our international ICT and other revenues increased by 50.1% from NT$1.0 billion in 2014 to NT$1.6 billion (US$47.4 million) in 2015. The increase was mainly due to increased revenues generated from the wholesale of international long distance minutes derived from one of our overseas subsidiaries, Chunghwa Telecom Singapore Pte., Ltd.

Others

Other revenues accounted for 1.1% and 1.3% of our revenues in 2014 and 2015, respectively. Our other revenues increased by 22.3% from NT$2.5 billion in 2014 to NT$3.1 billion (US$0.1 billion) in 2015. The increase was mainly due to operating growth derived from one of our subsidiaries, Chunghwa Precision Test Tech. Co., Ltd., a semiconductor testing company.

Operating Costs

Operating costs include depreciation and amortization expenses, personnel expenses, cost of goods sold, interconnection and service expenses, costs of materials and maintenance and spectrum usage and license fees.

Our operating costs decreased by 0.2% from NT$148.4 billion in 2014 to NT$148.1 billion (US$4.5 billion) in 2015. This decrease was primarily due to a decrease of NT$2.8 billion (US$0.1 billion) in interconnection and service expenses, and a decrease of NT$1.4 billion (US$42.4 million) in depreciation expenses. The decrease was partially offset by an increase of NT$2.3 billion (US$68.6 million) in ICT costs, an increase of NT$1.0 billion (US$31.3 million) in cost of goods sold and an increase of NT$0.8 billion (US$25.2 million) in amortization expenses.

Operating Expenses

Our operating expenses decreased by 2.5% from NT$34.0 billion in 2014 to NT$33.2 billion (US$1.0 billion) in 2015. This decrease was primarily due to a decrease in marketing expenses.

Marketing

Our marketing expenses, which include personnel expenses, expenses relating to advertising and marketing-related activities and provision for bad debt, decreased by 4.1% from NT$26.1 billion in 2014 to NT$25.1 billion

(US$0.8 billion) in 2015. This decrease was primarily due to a decrease of outsourcing expenses in 2015 and the voluntary retirement program implemented in 2014, which resulted in a higher pension expense in 2014.

General and administrative

Our general and administrative expenses increased by 2.3% from NT$4.4 billion in 2014 to NT$4.5 billion (US$0.1 billion) in 2015. This increase was primarily due to an increase in bonuses to employees.

Research and development

Our research and development expenses increased by 3.2% from NT$3.5 billion in 2014 to NT$3.6 billion (US$0.1 billion) in 2015. This increase was primarily due to an increase in personnel expenses for research and development. In 2014 and 2015, we did not capitalize any research and development expenses as intangible assets because there were no research and development expenses related to development or the development phase of an internal project in 2014 and 2015.

Operating Costs and Expenses by Business Segment


	Domestic Fixed Communications		Mobile Communications		Internet		International Fixed Communications		Other		Adjustment			Total
	(in billions of NT$)
For the year ended December 31, 2015
Operating costs and expenses		71.0		98.9		20.6		16.5		9.2		(34.9	)		181.3
Depreciation and amortization		17.5		10.4		3.6		1.5		0.4		—			33.4
For the year ended December 31, 2014
Operating costs and expenses		72.6		96.9		21.3		17.5		8.5		(34.4	)		182.4
Depreciation and amortization		18.6		9.9		3.4		1.8		0.4		—			34.1

Domestic fixed communications

Our domestic fixed communications costs and expenses decreased by 2.2% from NT$72.6 billion in 2014 to NT$71.0 billion (US$2.2 billion) in 2015, primarily due to a decrease of NT$2.1 billion (US$0.1 billion) in intersegment interconnection costs, a decrease of NT$1.1 billion (US$32.0 million) in depreciation and amortization expenses, a decrease of NT$0.7 billion (US$18.9 million) in personnel expenses, and a decrease of NT$0.7 billion (US$20.1 million) in material expenses. The decrease in our operating costs was partially offset by an increase of NT$2.7 billion (US$0.1 billion) in ICT costs.

Mobile communications

Our mobile communications operating costs and expenses increased by 2.1% from NT$96.9 billion in 2014 to NT$98.9 billion (US$3.0 billion) in 2015. This increase was primarily due to an increase of NT$2.4 billion (US$0.1 billion) in leased line expenses, an increase of NT$1.0 billion (US$30.5 million) in cost of goods sold, and an increase of NT$0.5 billion (US$16.2 million) in depreciation and amortization expenses from 4G mobile broadband construction and license fees. The increase in our operating costs was partially offset by a decrease of NT$1.6 billion (US$47.6 million) in interconnection costs.

Internet

Our internet operating costs and expenses decreased by 2.9% from NT$21.3 billion in 2014 to NT$20.6 billion (US$0.6 billion) in 2015. This decrease was primarily due to a decrease of NT$0.6 billion (US$16.5 million) in internet VAS expenses and a decrease of NT$0.5 billion (US$16.2 million) in ICT costs. The decrease in our operating costs was partially offset by an increase of NT$0.6 billion (US$17.1 million) in maintenance and rental expenses.

International fixed communications

Our international fixed communications costs and expenses decreased by 5.6% from NT$17.5 billion in 2014 to NT$16.5 billion (US$0.5 billion) in 2015. The decrease was primarily due to a decrease of NT$0.6 billion (US$18.6 million) in intersegment interconnection costs, a decrease of NT$0.3 billion (US$8.8 million) in depreciation and amortization expenses, a decrease of NT$0.2 billion (US$6.1 million) in personnel expenses and a decrease of NT$0.2 billion (US$7.3 million) in rental expenses for international communications equipment. The decrease in our operating costs was partially offset by an increase of NT$0.5 billion (US$17.7 million) in operating costs and expenses from our subsidiaries, Chunghwa Telecom Singapore Pte., Ltd, and Donghwa Telecom Co., Ltd. due to the business growth of these two entities.

Others

The costs and expenses from our other business increased by 9.4% from NT$8.5 billion in 2014 to NT$9.2 billion (US$0.3 billion) in 2015. The increase was primarily due to an increase in personnel expenses from our subsidiary, Honghwa. The increase was partially offset by a decrease in personnel costs and ICT costs of Chunghwa Telecom Co., Ltd.

Other Income and Expenses

We recorded net other income of NT$0.6 billion in 2014 and net other expenses of NT$0.1 billion (US$3.2 million) in 2015, respectively. The difference between 2014 and 2015 was primarily due to the gain on disposal of investment properties of NT$0.6 billion in 2014 by our subsidiary, Light Era.

Income from Operations and Operating Margin

As a result of the foregoing, our income from operations increased by 12.4% from NT$44.8 billion in 2014 to NT$50.4 billion (US$1.5 billion) in 2015. Our operating margin increased from 19.8% in 2014 to 21.7% in 2015.

The following table sets forth certain information regarding our revenues and income before income tax by business segment for the periods indicated.


	Domestic Fixed Communications		Mobile Communications		Internet		International Fixed Communications		Other			Adjustment			Total
	(in billions of NT$)
For the year ended December 31, 2015
Revenues from external customers		72.5		114.9		25.8		15.5		3.1			—			231.8
Intersegment service revenues		21.4		3.5		4.7		2.1		3.2			(34.9	)

		93.9		118.4		30.5		17.6		6.3			(34.9	)		231.8

Segment income before income tax		23.3		19.4		9.9		1.1		(1.7	)		—			52.0

For the year ended December 31, 2014
Revenues from external customers		72.1		110.7		26.0		15.3		2.5			—			226.6
Intersegment service revenues		19.7		5.3		4.7		2.3		2.4			(34.4	)

		91.8		116.0		30.7		17.6		4.9			(34.4	)		226.6

Segment income before income tax		19.5		19.3		9.6		0.2		(2.0	)		—			46.6

As a result of the foregoing, segment income before tax for our domestic fixed communications business increased by 18.9% from NT$19.5 billion in 2014 to NT$23.3 billion (US$0.7 billion) in 2015; segment income before tax for our mobile communications business increased by 0.4% from NT$19.3 billion in 2014 to NT$19.4 billion (US$0.6 billion) in 2015; segment income before tax for our internet business increased by 3.9%

from NT$9.6 billion in 2014 to NT$9.9 billion (US$0.3 billion) in 2015; segment income before tax for our international fixed communications business increased by 486.4% from NT$0.2 billion in 2014 to NT$1.1 billion (US$0.03 billion) in 2015; and segment loss for our other business segments decreased by 16.3% from NT$2.0 billion in 2014 to NT$1.7 billion (US$0.05 billion) in 2015.

Non-operating Income and Expenses

Our non-operating income decreased from NT$1.8 billion in 2014 to NT$1.6 billion (US$0.05 billion) in 2015. This decrease was primarily due to a decrease in foreign currency exchange gains and an increase in impairment losses on available-for-sale financial assets.

Income Tax

Our income tax was NT$9.0 billion and NT$9.1 billion (US$0.3 billion) in 2014 and 2015, respectively. Our effective tax rate was 19.3% in 2014 and 17.5% in 2015. The decrease in our effective tax rate from 2014 to 2015 was primarily due to a decrease in the accrued 10% tax on unappropriated earnings. See “Item 5. Operating and Financial Review and Prospects—Overview—Taxation” for a discussion of the change in tax rate.

Net Income

As a result of the foregoing, our net income attributable to stockholders of the parent was NT$37.0 billion and NT$42.1 billion (US$1.3 billion) in 2014 and 2015, respectively. Our net margin increased from 16.3% in 2014 to 18.2% in 2015.

The year ended December 31, 2014 compared with the year ended December 31, 2013

Revenues

Our revenues decreased by 0.6% from NT$228.0 billion in 2013 to NT$226.6 billion in 2014. This decrease was primarily due to the decrease in revenues generated from domestic fixed communications.

Domestic fixed communications

Domestic fixed communications revenues accounted for 32.2% and 31.8% of our revenues in 2013 and 2014, respectively. Our domestic fixed-line revenues decreased by 2.0% from NT$73.5 billion in 2013 to NT$72.1 billion in 2014 primarily due to the general migration to the use of mobile services and the increased use of VoIP applications.

Local telephone services. Our local telephone revenues decreased from NT$37.8 billion in 2013 to NT$35.6 billion in 2014 with a 10.6% decline in traffic volume from 12.9 billion minutes in 2013 to 11.6 billion minutes in 2014. The decline in traffic volume was primarily due to the traffic migration from fixed-line services to mobile and internet telephone services. We expect this trend to continue as broadband and mobile services become more popular in Taiwan.

Domestic long distance telephone services. Our domestic long distance telephone revenues decreased by 4.6% from NT$3.5 billion in 2013 to NT$3.3 billion in 2014. This decrease was mainly due to the traffic migration to mobile services and the increased use of VoIP applications.

Broadband access. The number of our FTTx customers increased from approximately 3.0 million in 2013 to approximately 3.1 million in 2014. The number of our ADSL customers decreased from 1.6 million in 2013 to 1.4 million in 2014 due to the customers’ migration to our FTTx services. Despite our effort to migrate our customers to higher ARPU FTTx services, revenues generated from broadband access remained the same of approximately NT$19.1 billion in both 2013 and 2014 mainly due to the mandatory tariff reduction required by the NCC and our promotional packages and discounts provided for existing customers.

Domestic leased line. Our tariffs for overall leased line services have continued to decreased due to the competition from other fixed-line operators, as well as the continued migration of domestic leased line customers to high speed broadband services. Revenues generated from domestic leased line decreased from NT$5.1 billion in 2013 to NT$4.6 billion in 2014.

MOD. Revenues generated from our MOD services increased by 15.8% from NT$2.2 billion in 2013 to NT$2.6 billion in 2014. This increase was due to the increase in the number of MOD subscribers.

Others. Other revenues increased by 18.7% from NT$5.8 billion in 2013 to NT$6.9 billion in 2014. This increase was mainly due to the increased corporate customers of our ICT solution services.

Mobile communications

Revenues from our mobile communications business segment accounted for 48.5% and 48.8% of our revenues in 2013 and 2014, respectively. Revenues from our mobile communications business segment increased by 0.1% from NT$110.6 billion in 2013 to NT$110.7 billion in 2014. This increase was principally due to the growth of mobile VAS revenues and was partially offset by the decline of mobile voice telecommunication revenues and mobile handsets sales revenues. The decrease of mobile voice telecommunication traffic was mainly due to the migration to free VoIP applications.

Mobile services. Revenues from our mobile services accounted for 33.6% and 34.2% of our revenues in 2013 and 2014, respectively. Revenues from our mobile services increased by 1.0% from NT$76.7 billion in 2013 to NT$77.5 billion in 2014 due to the increase in mobile VAS revenues from NT$28.4 billion in 2013 to NT$34.8 billion in 2014, which was partially offset by the decline of mobile voice telecommunication revenues.

Sales of mobile handsets, tablets and data cards. Revenues from our sales of mobile handsets, tablets and data cards accounted for 14.5% and 14.3% of our revenues in 2013 and 2014, respectively. Revenues from our sales of mobile handsets, tablets and data cards decreased by 2.0% from NT$33.1 billion in 2013 to NT$32.5 billion in 2014. This decrease was principally due to lower high-tier smartphones sales by our subsidiary, Senao.

Internet

Internet revenues accounted for 11.2% and 11.5% of our revenues in 2013 and 2014, respectively. Revenues from our internet services increased by 2.2% from NT$25.4 billion in 2013 to NT$26.0 billion in 2014 due to the revenue growth in IDC and ICT areas by our subsidiary, CHIEF, as well as in government-related internet VAS.

International fixed communications

International fixed communications revenues accounted for 6.9% and 6.8% of our revenues in 2013 and 2014, respectively. Our international fixed communications revenues decreased by 2.8% from NT$15.8 billion in 2013 to NT$15.3 billion in 2014. This decrease was mainly due to lower international long distance revenue because of increased market competition.

International long distance telephone services. Our international long distance telephone revenues decreased by 7.3% from NT$11.2 billion in 2013 to NT$10.4 billion in 2014 due to the migration to VoIP-based international long distance service providers and free VoIP applications.

International leased line and international data services. Our international leased line and international data revenues increased by 12.0% from NT$2.9 billion in 2013 to NT$3.2 billion in 2014. The increase was mainly due to our expansion to the overseas market such as Japan, Hong Kong, Singapore, Thailand and Cambodia and the increased demand for our international leased line and VPN.

Others

Other revenues accounted for 1.2% and 1.1% of our revenues in 2013 and 2014, respectively. Our other revenues decreased by 4.5% from NT$2.7 billion in 2013 to NT$2.5 billion in 2014. The decrease was mainly due to lower property sales by our subsidiary, Light Era Development Co., Ltd., and lower government-related ICT revenues by our subsidiary, Chunghwa System Integration Co., Ltd.

Operating Costs

Our operating costs increased by 0.7% from NT$147.3 billion in 2013 to NT$148.4 billion in 2014. This increase was primarily due to an increase of NT$1.9 billion in depreciation expense from 4G mobile broadband construction, 3G maintenance and cloud and IDC equipment investment, and amortization expense from the 4G mobile broadband license fee, and an increase of NT$1.3 billion in personnel expenses which resulted from voluntary retirement program and business expansion. The increase in our operating costs was partially offset by a decrease of NT$2.0 billion in interconnection and service expenses.

Operating Expenses

Our operating expenses increased by 3.0% from NT$33.1 billion in 2013 to NT$34.0 billion in 2014. This increase was primarily due to an increase in marketing expenses.

Marketing

Our marketing expenses, which include personnel expenses, expenses relating to advertising and marketing-related activities and provision for bad debt, increased by 3.9% from NT$25.2 billion in 2013 to NT$26.1 billion in 2014. This increase was primarily due to an increase in personnel expenses resulted from the increase of employees for our newly established subsidiary, Honghwa, and an increase of other expenses in marketing-related activities due to business expansion.

General and administrative

Our general and administrative expenses increased by 5.3% from NT$4.2 billion in 2013 to NT$4.4 billion in 2014. This increase was primarily due to the increase in personnel expenses which resulted from voluntary retirement program and other administrative activities for service centers and channel expansion.

Research and development

Our research and development expenses decreased by 5.3% from NT$3.7 billion in 2013 to NT$3.5 billion in 2014. This decrease was primarily due to the decrease in personnel expenses for research and development. In 2013 and 2014, we did not capitalize any research and development expenses as intangible assets because there were no research and development expenses related to development or the development phase of an internal project in 2013 and 2014.

Operating Costs and Expenses by Business Segment


	Domestic Fixed Communications		Mobile Communications		Internet		International Fixed Communications		Other		Adjustment			Total
	(in billions of NT$)
For the year ended December 31, 2014
Operating costs and expenses		72.6		96.9		21.3		17.5		8.5		(34.4	)		182.4
Depreciation and amortization		18.6		9.9		3.4		1.8		0.4		—			34.1
For the year ended December 31, 2013
Operating costs and expenses		75.0		92.4		20.4		17.0		7.4		(31.8	)		180.4
Depreciation and amortization		19.0		8.1		3.1		1.6		0.4		—			32.2

Domestic fixed communications

Our domestic fixed communications costs and expenses decreased by 3.2% from NT$75.0 billion in 2013 to NT$72.6 billion in 2014, primarily due to a decrease of NT$2.5 billion in interconnection expenses, and a decrease of NT$0.4 billion in depreciation expenses, and was partially offset by an increase of NT$0.8 billion in ICT costs.

Mobile communications

Our mobile communications operating costs and expenses increased by 4.9% from NT$92.4 billion in 2013 to NT$96.9 billion in 2014. This increase was primarily due to an increase of NT$1.8 billion in depreciation expense and amortization expense from 4G mobile broadband construction and license fee, an increase of NT$1.9 billion in leased lines and internet access expenses resulting from the increased leased lines and higher speed rate of our mobile internet services, an increase of NT$0.3 billion in personnel expense and an increase of NT$0.2 billion in electricity charge.

Internet

Our internet operating costs and expenses increased by 4.3% from NT$20.4 billion in 2013 to NT$21.3 billion in 2014. This increase was primarily due to an increase of NT$0.6 billion in international IP transit, an increase of NT$0.3 billion in depreciation expenses resulting from the increased cloud computing related facilities, and an increase of NT$0.2 billion in leased line expenses.

International fixed communications

Our international fixed communications costs and expenses increased by 2.7% from NT$17.0 billion in 2013 to NT$17.5 billion in 2014. The increase was primarily due to an increase of NT$0.5 billion in settlement payments for international long distance calls.

Others

The costs and expenses from our other business increased by 14.9% from NT$7.4 billion in 2013 to NT$8.5 billion in 2014. The increase was primarily due to an increase in pension cost resulted from voluntary retirement program, and increase of personnel cost and other cost and expenses from our subsidiaries, Chunghwa Precision Test Tech. Co., Ltd. and Honghwa.

Other Income and Expenses

We recorded net other income of NT$0.1 billion in 2013 and NT$0.6 billion in 2014, respectively. The difference between 2013 and 2014 was primarily due to the gain on disposal of investment properties of NT$0.6 billion in 2014 by our subsidiary, Light Era Development Co., Ltd.

Income from Operations and Operating Margin

As a result of the foregoing, our income from operations decreased by 6.0% from NT$47.7 billion in 2013 to NT$44.8 billion in 2014. Our operating margin decreased from 20.9% in 2013 to 19.8% in 2014.

The following table sets forth certain information regarding our revenues and income before income tax by business segment for the periods indicated.


	Domestic Fixed Communications		Mobile Communications		Internet		International Fixed Communications		Other			Adjustment			Total
	(in billions of NT$)
For the year ended December 31, 2014
Revenues from external customers		72.1		110.7		26.0		15.3		2.5			—			226.6
Intersegment service revenues		19.7		5.3		4.7		2.3		2.4			(34.4	)

		91.8		116.0		30.7		17.6		4.9			(34.4	)		226.6

Segment income before income tax		19.5		19.3		9.6		0.2		(2.0	)		—			46.6

For the year ended December 31, 2013
Revenues from external customers		73.5		110.6		25.4		15.8		2.7			—			228.0
Intersegment service revenues		18.4		5.7		4.4		2.1		1.2			(31.8	)

		91.9		116.3		29.8		17.9		3.9			(31.8	)		228.0

Segment income before income tax		17.3		23.7		9.4		0.9		(2.2	)		—			49.1

As a result of the foregoing, segment income before tax for our domestic fixed communications business increased by 12.7% from NT$17.3 billion in 2013 to NT$19.5 billion in 2014; segment income before tax for our mobile communications business decreased by 18.4% from NT$23.7 billion in 2013 to NT$19.3 billion in 2014; segment income before tax for our internet business increased by 1.2% from NT$9.4 billion in 2013 to NT$9.6 billion in 2014; segment income before tax for our international fixed communications business decreased by 78.6% from NT$0.9 billion in 2013 to NT$0.2 billion in 2014; and segment loss for our other business segments decreased by 9.5% from NT$2.2 billion in 2013 to NT$2.0 billion in 2014.

Non-operating Income and Expenses

Our non-operating income increased from NT$1.4 billion in 2013 to NT$1.8 billion in 2014. This increase was primarily due to the increase in foreign currency exchange gains, income from Piping Fund, and share of the profit of associates and joint venture accounted for using equity method and was partially offset by a decrease in interest income.

Income Tax

Our income tax was NT$6.5 billion and NT$9.0 billion in 2013 and 2014, respectively. Our effective tax rate was 13.2% in 2013 and 19.3% in 2014. The increase of our effective tax rate from 2013 to 2014 was primarily due to an increase in the accrued 10% tax on unappropriated earnings. See “Item 5. Operating and Financial Review and Prospects—Overview—Taxation” for a discussion of the change in tax rate.

Net Income

As a result of the foregoing, our net income attributable to stockholders of the parent was NT$41.5 billion and NT$37.0 billion in 2013 and 2014, respectively. Our net margin decreased from 18.2% in 2013 to 16.3% in 2014.

B. Liquidity and Capital Resources

Liquidity

The following table sets forth the summary of our cash flows for the periods indicated:


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$			US$
	(in billions)
Net cash provided by operating activities		75.3			71.4			76.3			2.3
Net cash used in investing activities		(49.1	)		(27.3	)		(30.4	)		(0.9	)
Net cash used in financing activities		(42.5	)		(35.1	)		(39.2	)		(1.2	)
Effect of exchange rate changes		—			—			—			—
Net increase (decrease) in cash and cash equivalents		(16.3	)		9.0			6.7			0.2
Cash and cash equivalents at end of year		14.6			23.6			30.3			0.9

Our primary source of liquidity is cash flow from operations, which represents operating profit adjusted for non-cash items, primarily depreciation and amortization and changes in current assets and liabilities. Notes 22 and 23 to our consolidated financial statements, included elsewhere in this annual report, provide additional details as to our bank loans. We believe that our working capital is sufficient to meet our present cash flow requirements.

In 2015, we generated NT$76.3 billion (US$2.3 billion) in net cash from operating activities as compared to NT$71.4 billion in 2014. The increase was primarily due to an increase in income from our operations, an increase in cash inflows from accounts receivables, an increase in amortization expense, and a decrease in cash outflows relating to income tax from operating activities.

In 2014, we generated NT$71.4 billion net cash from operating activities as compared to NT$75.3 billion in 2013. The decrease was primarily due to the decrease in income from operation, the decrease in cash inflows relating to accounts receivables, and the increase in cash outflows relating to income tax and other payables from operating activities.

In 2013, we generated NT$75.3 billion net cash from operating activities as compared to NT$65.6 billion in 2012. The increase was primarily due to the decrease in cash outflows relating to payment of employee bonuses and income tax, accounts payable from operating activities, and a NT$2.0 billion procurement of land by our property development subsidiary in 2012 for construction, which was further discussed in “Item 4. Information on the Company—B. Business Overview—Property, plant and equipment”.

Historically, net cash from operating activities has been sufficient to cover our capital expenditures, including ongoing expansion and modernization of our networks.

In 2015, net cash used in investing activities was NT$30.4 billion (US$0.9 billion), an increase from NT$27.3 billion in 2014. The change was primarily due to a one-time payment of NT$10.0 billion (US$0.3 billion) in 2015 for acquiring the 4G mobile broadband spectrum in the auction held by the NCC, which payment was partially offset by a net decrease of NT$7.5 billion (US$0.2 billion) for acquisition of property, plant and equipment.

In 2014, net cash used in investing activities was NT$27.3 billion, a decrease from NT$49.1 billion in 2013. The change was primarily due to the one-time payment of NT$39.1 billion in 2013 for acquiring the 4G mobile broadband spectrum in the auction held by the NCC, which was partially offset by a net decrease of NT$19.7 billion of time deposits and negotiable certificate of deposit with maturities of more than three months.

In 2013, net cash used in investing activities was NT$49.1 billion, an increase from NT$18.6 billion in 2012. The increase was primarily due to the one-time payment of NT$39.1 billion in 2013 for acquiring the 4G mobile broadband spectrum in the auction held by the NCC.

In 2015, our net cash used in financing activities totaled NT$39.2 billion (US$1.2 billion), which mainly reflected NT$37.7 billion (US$1.1 billion) in dividends paid during that period.

In 2014, our net cash used in financing activities totaled NT$35.1 billion, which mainly reflected NT$18.5 billion of payment of dividends during that period and NT$16.6 billion of cash distribution from our capital surplus to our stockholders.

In 2013, our net cash used in financing activities totaled NT$42.5 billion, which mainly reflected NT$35.9 billion of payment of dividends during that period and NT$5.6 billion of cash distribution from our capital surplus to our stockholders.

Capital Resources

We have historically financed our capital expenditure requirements with our cash flows from operations and some bank loans. In future years, we have capital expenditure requirements for the ongoing expansion and upgrade of our networks, including 4G mobile broadband, FTTx, Wi-Fi and service platforms. We also expect to make dividend payments on an ongoing basis. See “Item 8. Financial Information—A”. Consolidated Statements and Other Financial Information”. Furthermore, we may require working capital from time to time to finance purchases of materials for our maintenance and other overhead expenses. We expect to primarily rely on cash generated from operations and, to a lesser extent, loans from commercial banks to meet our planned capital expenditures, make our planned dividend payments, repay debts and fulfill other commitments over the next twelve months.

As of December 31, 2015, our primary source of liquidity was NT$30.3 billion (US$0.9 billion) in cash and cash equivalents. In addition, the unused line of credit for unsecured and secured bank loans amounted to NT$41.3 billion (US$1.3 billion) and NT$0.2 billion (US$6.1 million), respectively, as of December 31, 2015.

As of December 31, 2015, our subsidiary, Chunghwa Sochamp Technology Inc., had short-term unsecured loans of NT$60.0 million (US$1.8 million) at interest rates ranging from 2.15% to 2.40%.

As of December 31, 2015, our subsidiary, CHIEF, had short-term unsecured loans of NT$50.0 million (US$1.5 million) at an interest rate of 1.29%.

As of December 31, 2015, our subsidiary, Light Era, had long-term secured loans in the amount of NT$1.6 billion (US$48.8 million) due in 2018 at an interest rate of 1.11%.

As of December 31, 2015, our subsidiary Chunghwa Precision Test Technology Co., Ltd., had a long-term secured loan of NT$0.1 billion (US$6.1 million) due in 2029 at an interest rate of 1.36%.

As part of the government’s effort to upgrade the existing telecommunication infrastructure, we and other public utility companies were required by the ROC government to contribute a total of NT$1.0 billion to a Piping Fund, administered by the Taipei City Government. This fund is used to finance various telecommunication infrastructure projects. We accounted for the contribution as other financial assets on our consolidated balance sheets.

Note 41 to our consolidated financial statements included elsewhere in this annual report provides a description of the assets that are pledged as collateral for long-term bank loans and contract deposits.

Capital Expenditures

Substantially all of our capital expenditures in 2013, 2014 and 2015 were made for operations in the ROC. We have financed our capital expenditures using cash flow from operations and bank loans. The following table sets forth a summary of our capital expenditures for the periods indicated.


	Year Ended December 31
	2013				2014				2015
	(NT$ in billions, except percentages)
Capital Expenditures:
Domestic fixed communications business		20.4	56	%		16.2	50	%		10.2	41	%
Mobile communications business		9.2	25			9.6	30			8.6	34
Internet business		4.6	13			4.4	14			4.8	19
International fixed communications business		1.6	4			1.5	4			1.0	4
Others		0.6	2			0.9	2			0.5	2

Total capital expenditures		36.4	100	%		32.6	100	%		25.1	100	%

The following table sets forth a summary of our planned capital expenditures for the year ending December 31, 2016.


	Year Ending December 31, 2016
	(NT$ in billions, except percentages)
Capital Expenditures:
Domestic fixed communications business		12.6	41.3	%
Mobile communications business		9.4	30.8
Internet business		5.6	18.2
International fixed communications business		2.2	7.1
Others		0.8	2.6

Total capital expenditures		30.6	100.0	%

We expect our total capital expenditures to be approximately NT$30.6 billion in 2016. Our capital expenditures for 2016 are planned to be allocated to our 4G LTE network deployment, FTTx network expansion, service platforms, cloud computing, including cloud data center construction and submarine cables. We expect to finance these capital expenditures with our cash flows from operations and bank loans.

Inflation

We do not believe that inflation in Taiwan has had a material impact on our results of operations in 2013, 2014 and 2015.

Recent Accounting Pronouncements

Major differences between IFRSs and Taiwan IFRSs

See “Item 3. Key Information—A. Selected Financial Data” for description about the adoption of Taiwan IFRSs. While we have adopted Taiwan IFRSs for ROC reporting purposes, we adopt IFRSs for certain filings with the SEC, including our annual reports on Form 20-F for the year ended December 31, 2013 and thereafter. Following our adoption of IFRSs for SEC filing purposes, we are no longer required to prepare any reconciliation of our consolidated financial statements with U.S. GAAP.

Taiwan IFRSs differs from IFRSs in certain significant respects, including to the extent that any new or amended standards or interpretations applicable under IFRSs may not be timely endorsed by the FSC. For example, as of the date of this annual report, the FSC has not endorsed any accounting pronouncements issued by the International Accounting Standards Board after January 1, 2014. Therefore, these pronouncements will not be applicable to Taiwan IFRSs until endorsed by the FSC. Some of the major differences between IFRSs and Taiwan IFRSs that are relevant to us as of the date of this annual report are set forth below.

•

The “income taxes on unappropriated earnings” should be recognized at the year of earnings under IFRSs, while it should be recognized at the year of distribution under Taiwan IFRSs.

•

Prior to incorporation, according to the laws and regulations applicable to state-owned enterprises in Taiwan, we recorded revenue from fixed-line service at the time the connection service was performed or the prepaid card was sold. Upon incorporation, net assets greater than capital stock was credited as additional paid-in capital. Part of our additional paid-in capital was from unearned revenues from fixed-line services as of that date. Under IFRSs, following the revenue recognition guidance, the above service revenue should be treated as deferred income and recognized over the time when the service is continuously provided or as consumed. Therefore, upon our first adoption of IFRSs, we should retrospectively decrease additional paid-in capital while increase unappropriated earnings on the transition date of January 1, 2012. There is no difference in the recognition of unearned revenues or deferred income between IFRSs and Taiwan IFRSs. However, according to the guidance released by the TWSE in March 2012, which is a part of Taiwan IFRSs, the additional paid-in capital under ROC GAAP that is not specifically promulgated under Taiwan IFRSs should not be adjusted on the transition date of January 1, 2012. Therefore, we retain such additional paid-in capital under Taiwan IFRSs.

It is difficult for us to evaluate the precise impact of the adoption of Taiwan IFRSs and IFRSs on our financial statements, because the FSC may issue new rules governing the adoption of Taiwan IFRSs and as other laws and regulations may be amended with the adoption of Taiwan IFRSs.

Other recent accounting pronouncements under IFRSs

For a summary of new standards, amendments and interpretations issued under IFRSs but not effective for 2015 and which have not been adopted early by us, see Note 5 to our consolidated financial statements included elsewhere in this annual report.

C. Research and Development, Patents and Licenses

Research and Development

Our research and development efforts are focused on the development of advanced network services and operation technologies as well as the development of core technologies for the domestic telecommunications market. For 2013, 2014 and 2015, our research and development expenses were NT$3.7 billion, NT$3.5 billion and NT$3.6 billion (US$0.1 billion), or approximately 1.6%, 1.5% and 1.6% of our revenues, respectively.

As of March 31, 2016, we had 2,276 researchers focusing on the following areas:

•

SDN or network function virtualization technology and services;

•

Enterprise cloud management solutions;

•

High speed fixed broadband networks;

•

Mobile broadband intelligent networks and services;

•

IoT solutions;

•

Ultra broadband or high pixel density video services; and

•

Digital identity and enterprise security.

With our consistent investment in research and development, we have developed a number of advanced network services, operation technologies and VAS which successfully support our business operations and expansion, including our FTTx deployment, security, mobile payment, smart Home, enterprise ICT solution, cloud business and operation supporting system, and various IoT services, such as ITS, iEN, intelligent video surveillance, or IVS, and the solution of industry 4.0. As of December 31, 2015, we have been granted 747 domestic patents and 63 foreign patents.

D. Trend Information

See “—Overview” for a discussion of the most significant recent trends that have had, and in the future may have, a material impact on our results of operations, financial condition and capital expenditures. In addition, see discussions included in this Item for a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our net operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

E. Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that are material to investors.

F. Tabular Disclosure of Contractual Obligations

Set forth below are our total contractual obligations as of December 31, 2015.


	Payments Due by Period
	Total		Less than 1 Year		1-3 years		3-5 years		More than 5 years
	(NT$ in billions)
Contractual Obligations⁽¹⁾
Short-term loans		0.1		0.1		—		—		—
Long-term loans		1.7		—		1.6		—		0.1
Obligations related to ST-2 satellite		2.0		0.2		0.4		0.4		1.0
Operating leases⁽²⁾		10.0		3.2		4.0		1.6		1.2

Total		13.8		3.5		6.0		2.0		2.3

(1)

Unfunded defined benefit obligation is not included as the schedule of payments is difficult to determine. We made pension contributions of approximately NT$2.4 billion (US$0.1 billion) in 2015 and expected to made pension contributions of approximately NT$11.3 billion (US$0.3 billion) in 2016. See Note 28 to our consolidated financial statements for additional details regarding our pension plan.

(2)	Operating leases obligations are described in Note 36 to our consolidated financial statements included elsewhere in the annual report.

As of December 31, 2015, we had remaining commitments under non-cancelable contracts with various parties, including acquisition of lands and buildings of NT$0.6 billion (US$19.7 million) and acquisition of telecommunications equipment of NT$14.0 billion (US$0.4 billion).

Foreign Exchange

Our revenues and costs and expenses are largely denominated in NT dollars. Our principal expenses denominated in foreign currencies are capital expenditures on telecommunications equipment and settlement payments for the use of networks of carriers in foreign countries for outgoing international calls. Settlement receipts have been a principal source of foreign currency for us. While future fluctuations of the NT dollar against foreign currencies could impact our financial condition and results of operations, we have not yet been materially affected in the past.

G. Safe Harbor

See “Forward-Looking Statements in This Annual Report May Not Be Realized.”

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Our articles of incorporation provides for a board of directors consisting of seven to fifteen directors bestowed with a three-year tenure. The following table sets forth the name, age and position of each of our directors and such person’s position as of March 31, 2016. There is no family relationship among any of these persons. These directors have terms until June 24, 2016. Pursuant to the ROC Company Act, a person may serve as our director in his or her personal capacity or as the representative of another legal entity. A director who serves as the representative of a legal entity may be removed or replaced at any time at the discretion of that legal entity, and the replacement director may serve the remainder of the term of office of the replaced director. All of our non-independent directors are representatives of the MOTC.


Name	Age		Position
Lih-Shyng Tsai		65	Chairman, chief executive officer and director
Mu-Piao Shih		63	President and director
Yu-Fen Hong		59	Director
Yi-Bing Lin		55	Director
Chung-Yu Wang⁽¹⁾		71	Director
Zse-Hong Tsai⁽¹⁾		55	Director
Chung-Fern Wu⁽¹⁾		59	Director
Shih-Peng Tsai		67	Director
Su-Ghen Huang		51	Director
Tain-Jy Chen⁽¹⁾		63	Director
Yun-Tsai Chou⁽¹⁾		48	Director
Chih-Ku Fan		62	Director
Chich-Chiang Fan		65	Director

(1)	Independent director.

Lih-Shyang Tsai is the chairman, chief executive officer and director of our company starting January 28, 2014. Dr. Tsai is also a director of NXP Semiconductors N.V. and a director of USI Corporation. Dr. Tsai was the chairman and chief executive officer of TSMC Solar Ltd. and TSMC Solid State Lighting Ltd. from 2011 to 2013, and the president of TSMC’s new business department from June 2009 to July 2011. Dr. Tsai holds a Ph.D. degree in Material Science and Engineering from Cornell University.

Mu-Piao Shih is the president and director of our company. Mr. Shih served as a senior executive vice president of our company from August 2011 to April 1, 2013, an executive vice president of our company and the manager of our Mobile Business Group from September 2009 to August 2011, an assistant vice president and a deputy manager of our Mobile Business Group from March 2005 to September 2009, and the senior chief engineer of our Mobile Business Group from October 2001 to March 2005. Mr. Shih holds a master’s degree in Electronic Engineering from the National Taiwan University.

Yu-Fen Hong is a director of our company. Ms. Hong is currently the director of the accounting department at the MOTC. She holds an MBA degree from the National Chiao Tung University in Taiwan.

Yi-Bing Lin is a director of our company. Dr. Lin is the political deputy minister of Ministry of Science and Technology of the Executive Yuan. He holds a Ph.D. degree in Computer Science and Engineering from the University of Washington in Seattle.

Chung-Yu Wang is currently an independent director of our company and also the former chairman of China Steel Corporation. He is also an independent director of CTBC Bank Co., Ltd., an independent director of CTBC Financial Holding Co., Ltd. and a director of Harmony Biotech Co., Ltd. He graduated from Chung Yuan Christian University with a bachelor’s degree in Chemical Engineering. Mr. Wang received a certificate of senior management course from Harvard Business School.

Zse-Hong Tsai is an independent director of our company. Dr. Tsai is also currently a professor of electrical engineering at the National Taiwan University. His research interest includes broadband networking, performance evaluation and telecommunication regulations. Dr. Tsai holds a Ph.D. degree and a master’s of science degree in Electrical Engineering from the University of California, Los Angeles, and a bachelor’s of science degree in Electrical Engineering from the National Taiwan University.

Chung-Fern Wu is an independent director of our company. Dr. Wu is also a director of the Taipei Exchange (formerly known as Gre Tai Securities Market), a director of Taiwan Cooperative Financial Holding Co., Ltd. and an independent director of Taiwan Sugar Corporation. Dr. Wu is also currently a professor of Accounting at the National Taiwan University. She holds an MBA degree in finance and a bachelor’s degree in accounting from the National Taiwan University. She started her career as a practicing CPA in Taiwan and a Systems Analyst in U.S.A. She started her academic career as an assistant professor in the Fisher School of Accounting, University of Florida after receiving her Ph.D. degree in Accounting and Information Management from the Anderson Graduate School of Management, University of California, Los Angeles.

Shih-Peng Tsai is a director of our company. Mr. Tsai is currently a representative of the Member’s Convention of the Chunghwa Telecom Workers Union. Mr. Tsai graduated from Ta Tung Junior Technological College of Commerce.

Su-Ghen Huang is a director of our company. Ms. Huang is also currently the director of the Department of Planning of the Directorate General of Budget, Accounting and Statistics at the Executive Yuan. Ms. Huang served as our supervisor before June 25, 2013. Ms. Huang holds a bachelor’s degree in Accounting from the Furen University in Taiwan.

Tain-Jy Chen is an independent director of our company. Dr. Chen is also an independent director of TECO Electric and Machinery Co., Ltd., an independent director of AU Optronics Corp. and an independent director of MediaTek Inc. Dr. Chen is currently a professor of Department of Economics at the National Taiwan University. He was the Minister of Council for Economic Planning and Development from 2008 to 2009 and the President of Chung-Hua Institution for Economic Research from 2002 to 2005. Dr. Chen holds a Ph.D. degree in Economics from Pennsylvania State University, University Park, U.S.A.

Yun-Tsai Chou is an independent director of our company. Dr. Chou currently directs research and development for five research centers at the public policy think tank 21st Century Foundation: Digital Convergence, Bio-Agriculture, Global Health, Innovative Governance, and Knowledge Economy. She is currently a professor in the Department of Information Management at the Yuan Ze University in Taiwan. Dr. Chou holds a Ph.D. degree in Public Policy from George Washington University, U.S.A.

Chih-Ku Fan is a director of our company. Mr. Fan is also currently the deputy administrative minister of the MOTC. Mr. Fan holds a Ph.D. degree in transportation technology and management from the National Chiao Tung University in Taiwan.

Chich-Chiang Fan is a director of our company. Dr. Fan assumed chairmanship of Yuanta Commercial Bank Company Ltd. starting from March 2015, after his term as the chairman of Taiwan High Speed Rail Corporation from 2014 to 2015. Dr. Fan is also the chairman of Taiwan Futures Exchange starting from July 2010, after his term as the chairman of the Taiwan Depository & Clearing Corporation from 2008 to 2010. From 2001 to 2008, he was the chairman of TransAsia Airways Corporation, and chaired the Association of Airfreight

Forwarding & Logistics from 2005 to 2008. He was also the chairman of Askey Computer Corp. from 2001 to 2006. From 1997 to 2001, he served as the chairman of the Fuhwa Securities Corp. Dr. Fan received a Ph.D. degree from the University of Cambridge, UK, in 1993.

The following table sets forth the name, age and position of each of our executive officers and such person’s position as of March 31, 2016. There is no family relationship among any of these persons.


Name	Age		Position
Bo-Yung Chen		52	Chief financial officer and senior executive vice president
Chi-Mau Sheih		61	Senior executive vice president
Hsiu-Gu Huang		62	Senior executive vice president
Fu-Kuei Chung		62	Senior executive vice president
Yuan-Kuang Tu		60	President of business group
Ming-Yuan Lee		64	President of business group
Kuo-Feng Lin		60	President of business group
Ming-Ching Cheng		64	President of business group
Shyang-Yih Chen		63	President of business group
Hong-Chan Ma		59	President of business group

Bo-Yung Chen is our chief financial officer and senior executive vice president starting from May 2014. Mr. Chen is also a director of Senao International Co., Ltd. He served as the chief financial officer of TSMC Solid State Lighting from 2012 to 2014. Prior to that, he was the chief financial officer and the operation general manager of Ralink Technology Corp. from 2008 to 2011. He also served as the senior vice president of Silicon Integrated Systems Corp. from 2004 to 2008. Mr. Chen holds a master’s degree in Business Administration from University of Pittsburgh.

Chi-Mau Sheih is a senior executive vice president. Mr. Sheih is also a director of Senao International Co., Ltd. Mr. Sheih was an executive vice president and the manager of our Southern Taiwan Business Group from March 2007 to June 2010. Prior to that, he was an executive vice president of our company and the manager of our Central Taiwan Business Group from September 2006 to March 2007, and an assistant vice president of our company and a deputy manager of our Central Taiwan Business Group from January 2004 to September 2006. Mr. Sheih holds a master’s degree in Business Administration from the National Taiwan University.

Hsiu-Gu Huang is a senior executive vice president. Mr. Huang is also a director of China Airlines Co., Ltd. He served as the president of our Enterprise Business Group from September 2008 to May 2013, and an assistant vice president of our company and a deputy manager of our Enterprise Business Group from January 2007 to September 2008. Mr. Huang holds a master’s degree in Management Science from the National Chiao Tung University in Taiwan.

Fu-Kuei Chung is a senior executive vice president. Before being promoted to this position, he previously served as the president of our Data Communications Business Group from March 2012 to August 2015, a deputy manager of our Data Communications Business Group from September 2010 to March 2012, and the senior managing director of our Corporate Planning Departing from May 2009 to August 2010. Mr. Chung holds the master’s degree in Information Management from National Taiwan University.

Yuan-Kuang Tu is the president of our Enterprise Business Group and concurrently is the president of the International Business Group of our company. Dr. Tu served as the president of Northern Taiwan Business Group from March 2012 to February 2015, the president of Chunghwa Telecom Laboratories from May 2009 to March 2012, the senior managing director of our Corporate Planning Department from May 2007 to May 2009, and a vice president of Chunghwa Telecom Laboratories from March 2006 to April 2007. Dr. Tu holds a Ph.D. degree in Electrical Engineering from National Taiwan University.

Ming-Yuan Lee is the president of our Southern Taiwan Business Group since November 2013. Prior to that, he served as a vice president of our Southern Taiwan Business Group from July 2012 to November 2013

and as the deputy manager of our Southern Taiwan Business Group from May 2007 to July 2012. Mr. Lee holds a master’s degree in Telecommunications from the National Chiao Tung University in Taiwan.

Kuo-Feng Lin is the president of our Mobile Business Group. Mr. Lin is also a director of Next Generation Mobile Networks Ltd. Mr. Lin served as a deputy manager of our Mobil business group from October 2009 to May 2012. Prior to that, he served as the manager of Taipei Branch, Mobile Business Group from April 2006 to October 2009. Mr. Lin holds a bachelor’s degree in Electronic Engineering from National Taipei Institute of Technology.

Ming-Ching Cheng is the president of our Northern Taiwan Business Group. Mr. Cheng is also a director of Senao International Co., Ltd. Before being promoted to this position, Mr. Cheng served as a vice president of Mobile Business Group from July 2012 to February 2015. Mr. Cheng holds a bachelor’s degree in Electrical Engineering from the Provincial Kaohsiung Institute of Technology.

Shyang-Yih Chen is the president of our Telecommunication Laboratories and concurrently is the president of our Telecommunication Training Institute. Mr. Chen served as a senior executive vice president of our company from August 2014 to August 2015, the president of our Telecommunication Training Institute from March 2012 to August 2014, and an executive vice president of our company and the president of the Data Communication Business Group from September 2006 to March 2012. Mr. Chen holds a master’s degree in Electrical Engineering from National Taiwan University.

Hong-Chan Ma is the president of our Data Communications Business Group. Before being promoted to this position, Mr. Ma served as the vice president of our Marketing Department from September 2012 to August 2015. Mr. Ma holds a master’s degree in Management Science from the National Chiao Tung University in Taiwan.

The following person served as our executive officer during 2015 but is no longer serving with us due to replacement.

Feng-Yue Hung was the president of our Telecommunication Laboratories. Mr. Hung served as the president of our Telecommunication Training Institute from December 2010 to March 2012. Mr. Hung holds a master’s degree in Electronic from National Chiao Tung University.

B. Compensation

The board of directors has set up a compensation committee to be responsible for drafting, approving and periodically reviewing the compensation proposals for the directors and managers. See “C. Board Practices” for a discussion of our compensation committee.

•

the chairman of our board of directors may receive a fixed monthly income of NT$342,900 and a non-fixed income, including but not limited to performance-related bonuses or other rewards, which may not exceed his fixed income. The chairman will not receive any additional compensation for his role as a director;

•

our president may receive a fixed monthly income of NT$335,250 and a non-fixed income, including but not limited to performance-related bonuses or other rewards, which may not exceed his fixed income. The president will not receive any additional compensation for his role as a director;

•

independent directors who concurrently serve in military, public office or hold teaching or administrative post may receive a fixed monthly compensation of NT$8,000, and those who do not concurrently serve in military or public office or hold teaching or administrative post may receive a monthly compensation of NT$60,000; and

•

directors who serve in military, public office or hold teaching or administrative post may receive a monthly compensation of NT$8,000, and those directors who do not serve in military and public office or hold teaching or administrative post may receive a monthly compensation of NT$30,000.

Any compensation above the stipulated amounts in the compensation plan for our directors, including but not limited to profit-based bonuses, received by our directors who are serving as representatives of the MOTC or other legal persons will be collected by the MOTC or the legal persons they represent, respectively. Our chairman and president to our board of directors, Lih-Shyng Tsai and Mu-Piao Shih, respectively, do not receive monthly compensation for acting as our directors because they receive salaries as employees.

The aggregate amount of compensation to our directors and executive officers in 2013, 2014 and 2015 was NT$108,996,925, NT$152,242,029 and NT$126,799,952 (US$3,867,031), respectively. The aggregate amount of compensation in 2015 includes a NT$71,724,889 (US$2,187,401) salary payment for directors and executive officers, a NT$4,653,280 (US$141,912) pension payment for executive officers, a NT$44,851,783 (US$1,367,849) bonus accrued for directors and a NT$30,118,331 (US$918,521) bonus accrued for executive officers. See “Item 10. Additional Information—B. Memorandum and Articles of Incorporation—Dividends and Distributions” for a discussion of the distribution of bonuses and earnings.

All of our non-independent directors are legal representatives of the MOTC. The bonus in the amount of NT$39,222,554 (US$1,196,174) were paid directly to the MOTC in 2015 because such earnings distributions are not the individual income of these directors. Independent directors will not receive any earnings distributions.

Pursuant to ROC disclosure rules, we have disclosed the compensation range of our directors and senior management for the fiscal year ended December 31, 2015 as follows, excluding bonus accrued for legal entities:


Total Compensation		Directors
Below NT$2,000,000		Yu-Fen Hong, Yi- Bing Lin, Zse-Hong Tsai, Chung-Yu Wang, Chung-Fern Wu, Shih-Peng Tsai, Su-Ghen Huang, Tain-Jy Chen, Yun-Tsai Chou, Chich-Chiang Fan, Jian-Yu Chen⁽³⁾, Chih-Ku Fan
NT$2,000,000 to NT$4,999,999		None
NT$5,000,000 to NT$9,999,999		Lih-Shyng Tsai⁽¹⁾, Mu-Piao Shih⁽²⁾
Total		14 people

(1)	As salary for serving as our chief executive officer.

(2)	As salary for serving as our president.

(3)	This person has ceased to be a director of our Company due to replacement in February 2015.


Total Compensation		Senior Management
Below NT$2,000,000		None
NT$2,000,000 to NT$4,999,999		Bo-Yung Chen, Chi-Mau Sheih, Hsiu-Gu Huang, Yuan-Kuang Tu, Ming-Yuan Lee, Kuo-Feng Lin, Fu-Kuei Chung, Shyang-Yih Chen, Hong-Chan Ma, Feng-Yue Hung⁽²⁾, Ming-Ching Cheng
NT$5,000,000 to NT$9,999,999		Kuang-Yao Chang⁽¹⁾⁽³⁾
Total		12 people

(1)	Including retirement pension payment.

(2)	This person has ceased to be a member of our senior management of our Company due to replacement in August 2015.

(3)	This person has ceased to be a member of our senior management of our Company due to retirement in March 2015.

We accrued NT$5,498,852 (US$167,699.1) pension expense for executive officers mentioned above in 2015. See “Item 5. Operating and Financial Review and Prospects—Overview—Personnel expenses” and Note 28 to our consolidated financial statements included elsewhere in this annual report for descriptions about our pension plans. We do not have any service contracts with any directors providing for any benefits upon termination of employment.

C. Board Practices

Thirteen directors were elected in 2013 for three-year terms. Pursuant to the ROC Company Act, the directors may be removed from office at any time by a resolution adopted at a stockholders’ meeting. The chairman of our board of directors is elected by our directors. Our chairman presides at all meetings of our board of directors and also has the authority to act as our representative. We have not entered into any contract with any of our directors by which our directors are expected to receive benefits upon termination of their employment. Under the Article 12 of our articles of incorporation, our supervisors has been replaced by an audit committee, which is composed entirely of independent directors, starting from our 7th term of board of directors to be elected at our 2013 annual general stockholders’ meeting, pursuant to Paragraph 1, Article 14-4 of the Securities and Exchange Act. We no longer have supervisors after the beginning of our 7th term of our board of directors.

Our articles of incorporation provides for a board of directors consisting of seven to fifteen directors, one-fifth of whom shall be expert representatives. Pursuant to the ROC Company Act, the ROC Securities and Exchange Act and Article 12-1 of our articles of incorporation provides for the election of, starting from the fifth stockholders’ meeting, at least three independent directors out of the 7-to-15-member board. The term “independent director” may have a different meaning when used in Taiwan than in other jurisdictions. We have used a nominating process, with the stockholders choosing the independent directors from the list of nominees. Accordingly, we have elected five independent directors in the annual general meeting on June 25, 2013. With respect to certain material decisions to be made by our company as specified in the ROC Securities and Exchange Act, including the adoption or amendment to our internal control system, material loans or guarantees, the issuance of equity-type securities, matters in which directors have personal interests, the appointment and discharge of auditors, approval of financial reports, the appointment and discharge of financial, accounting or internal auditing officers and other matters prescribed by the ROC FSC, the dissenting opinion or qualified opinion of an independent director is required to be noted in the minutes of the board of directors’ meeting.

Our audit committee was established in September 2004 in accordance with the rules set forth in the NYSE Listed Company Manual, and was comprised of three independent directors. See “Item 16G. Corporate Governance—Audit Committee”. Starting from the date of the annual general meeting in June 2013, we have established a new audit committee that replaces our supervisors and our old audit committee in accordance with Paragraph 1, Article 14-4 of the ROC Securities and Exchange Act and our articles of incorporation, and as a result, we simultaneously comply with the relevant rules of the NYSE Listed Company Manual and the relevant rules and regulations in the ROC. Therefore, we no longer have supervisors after the beginning of our 7th term of our board of directors. In addition, the number of members, or independent directors, in the audit committee, increases from three to five according to the resolution of our board meeting.

Under the ROC Company Act, a person may serve as our director in his personal capacity or as the representative of another legal entity. A director who serves as the representative of a legal entity may be removed or replaced at any time at the discretion of that legal entity, and the replacement director may serve the remainder of the term of office of the replaced director. Except for our five independent directors, all of our directors are representatives of the MOTC.

The business address of our directors and executive officers is the same as our registered address.

Our audit committee should approve and deal following matters: (i) the adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act; (ii) the assessment of the effectiveness of the internal control system; (iii) the adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of procedures governing material financial or operational actions, such as acquisition or disposal of assets and derivatives trading, loaning of funds to others, and endorsements or guarantees for others; (iv) a matter relating to the personal interest of a director; (v) a material asset or derivatives transaction; (vi) the offering, issuance, or private placement of any equity-related securities; (vii) a matter relating to significant loan, endorsement or guarantee arrangement; (viii) the designation or dismissal of an

attesting CPA, or the compensation given thereto; (ix) the appointment or discharge of a financial, accounting, or internal auditing officer; (x) annual and semi-annual financial reports; (xi) the first and third quarter financial reports; (xii) communicating with our independent auditor; (xiii) negotiating the conflicts over our financial reports between our management and independent auditor; (xiv) discussing and reporting other financial information and required disclosure under the Securities Exchange Act of 1934 with our management and independent auditor; (xv) accounting firm’s annual audit and non-audit service items; (xvi) performing one-self review each year; (xvii) evaluating the fairness and rationality of merger and acquisition transactions; and (xviii) any other material matter so required by the Company or the competent authorities. Our board of directors has concluded that Chung-Fern Wu is our audit committee financial expert.

In addition to our audit committee, we also have a corporate strategy committee. Our corporate strategy committee may be composed of five to seven directors. Currently, there are six directors in the Committee. It is responsible for reviewing and advising on the budgets, capital requirements, financial forecasts, matters related to investments, business license matters, corporate reorganization, development plans and other major issues affecting our development. The conclusions of the corporate strategy committee are considered at a subsequent board of directors meeting.

The board of directors passed a resolution on November 8, 2005 to set up a compensation committee. The Article 14-6 of ROC Securities and Exchange Act requires all listed companies to establish a compensation committee for directors, supervisors and managers’ compensation, which includes salary, stock options and other rewards, as well as authorizes the Competent Authority (i.e., FSC) to enact a regulation on the authorities of the compensation committee and the qualifications of its members. Our board of directors passed a resolution to amend the organization of our compensation committee on August 13, 2013. The compensation committee is composed of three independent directors (Chung-Yu Wang, Chung-Fern Wu and Tain-Jy Chen) and is responsible for drafting, approving and periodically reviewing the compensation proposals for the directors and managers. See “Item 10. Additional Information—B. Memorandum and Articles of Incorporation—Directors and Audit Committee”.

In November 2003, the SEC approved changes to the NYSE’s listing standards related to the corporate governance practices of listed companies. Under these rules, listed foreign private issuers, like us, must disclose any significant ways in which their corporate governance practices differ from those followed by NYSE-listed non-foreign private issuers under the NYSE’s listing standards. See “Item 16G. Corporate Governance”. A copy of the significant differences between our corporate governance practices and NYSE corporate governance rules applicable to non-foreign private issuers is also available on our website http://www.cht.com.tw. The information contained on our website is not a part of this annual report.

D. Employees

The following section sets forth information regarding the employees.

As of December 31, 2015, we had 32,734 employees on a consolidated basis. Approximately 99% of our employees were based in the ROC. The following table is a breakdown of our employees from 2013 to 2015 on a consolidated basis.


	2013		2014		2015
Employees
Technical		15,177		15,217		15,467
Operations		15,267		15,640		15,558
Administrative		1,743		1,739		1,709

Total		32,187		32,596		32,734

The following table is a breakdown of our employees of Chunghwa Telecom Co., Ltd. from 2013 to 2015.


	2013		2014		2015
Employees
Technical		13,951		13,773		13,540
Operations		8,958		8,464		8,312
Administrative		1,313		1,298		1,289

Total		24,222		23,535		23,141

As of December 31, 2015, approximately 76.34% of our employees of Chunghwa Telecom Co., Ltd. had university, graduate or post-graduate degrees. To improve our operational efficiency by reducing personnel costs, we offered a number of voluntary retirement programs between June 1, 2000 and December 31, 2014, which resulted in a reduction of approximately 14,386 employees.

As of December 31, 2015, approximately 99% of our employees on a non-consolidated basis were members of our principal labor union. Our collective agreement sets forth work rules, grievance procedures and provides for union participation in performance evaluations and promotion decisions. Our union members also occupy a majority of the seats on our employee welfare and pension fund committees. We will continue to maintain a good relationship with our labor union. We strive to have good communication with our employees and the labor union by inviting representatives of our labor union to attend various meetings related to the performance of our employees.

Pursuant to our articles of incorporation, our employees are entitled to 2% to 5% of the distributable earnings as employee bonuses. Our practice in the past to determine the amount of the bonus has been based on the operating results. In the third quarter of 2015, we distributed an aggregate bonus to our employees of NT$1.5 billion (US$46.1 million).

E. Share Ownership

As of March 31, 2016, our directors and executive officers personally held an aggregate 841,996 shares of our common shares, representing around 0.01% of our outstanding common shares. The following table sets forth information with respect to the beneficial ownership of our common shares as of March 31, 2016 by each of our directors and executive officers.


Name	Number		%
Lih-Shyng Tsai		400,000		*
Mu-Piao Shih		71,218		*
Yu-Fen Hong		—		—
Yi-Bing Lin		—		—
Chung-Yu Wang		—		—
Zse-Hong Tsai		—		—
Chung-Fern Wu		—		—
Shih-Peng Tsai		15,961		*
Su-Ghen Huang		—		—
Tian-Jy Chen		25,768		*
Yun-Tsai Chou		—		—
Chih-Ku Fan		—		—
Chih-Chiang Fan		—		—
Bo-Yung Chen		—		—
Chi-Mau Sheih		72,054		*
Shyang-Yih Chen		78,840		*
Hsiu-Gu Huang		18,698		*
Yuan-Kuang Tu		81,305		*
Ming-Yuan Lee		5,188		*
Kuo-Feng Lin		42,771		*
Fu-Kuei Chung		19,093		*
Ming-Ching Cheng		11,100		*
Hong-Chan Ma		—		—

*	Stockholder beneficially owns less than 1.0% of our outstanding common shares.

Employee Stock Subscription Program

Under our articles of incorporation, we must reserve up to 10% to 15% of any new shares for subscription by our employees whenever we issue new shares for cash, unless otherwise approved by the central competent authority.

Our consolidated subsidiary, Senao, is publicly traded on the TWSE and resolved to grant the stock options plan for its employees to purchase common stock of Senao. As of December 31, 2013, 2014 and 2015, participants in Senao’s stock incentive plan had outstanding stock options to purchase 9.9 million, 9.0 million and 7.8 million common shares of Senao, respectively.

In 2015, our consolidated subsidiary, CHIEF, which has been a public company since November 17, 2015, granted stock options to its employees entitling them to purchase common stock of CHIEF. As of December 31, 2015, participants in CHIEF’s stock incentive plan had outstanding stock options to purchase 2.0 million common shares of CHIEF.

Our another consolidated subsidiary, Chunghwa Precision Test Tech Co., Ltd., or CHPT, which was listed on the General Stock Market of the Taipei Exchange (formerly known as Gre Tai Securities Market) since March 24, 2016, granted stock options to its employees to subscribe for common shares of CHPT in December 2008. As of December 31, 2013, 2014 and 2015, CHPT has no outstanding employee stock options.

100

ITEM 7.

MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Stockholders

The following table sets forth information known to us with respect to the beneficial ownership of our shares (i) as of March 31, 2016, the most recent practicable date and (ii) as of certain book closure dates in each of the preceding three years, for the stockholders known by us to own at least 5.0% of our outstanding common shares. Beneficial ownership is determined in accordance with the SEC’s rules.


	As of March 31, 2013				As of March 31, 2014				As of March 31, 2015				As of March 31, 2016
Name	number		%		number		%		number		%		number		%
The ROC government⁽¹⁾⁽²⁾		3,000,346,630		38.68		3,099,602,788		39.96		3,095,559,716		39.90		3,123,092,684		40.11
The MOTC		2,737,718,976		35.29		2,737,718,976		35.29		2,737,718,976		35.29		2,737,718,976		35.29
Fubon Life Assurance Co., Ltd⁽²⁾		467,321,087		6.02		450,471,087		5.81		449,451,087		5.79		449,451,087		5.79

(1)	Includes shares held through the MOTC and other government-controlled entities.

(2)	The information as of July 19, 2012, July 18, 2013, July 18, 2014, and July 19, 2015, the latest book closure date, which were the most recent practicable dates for us to obtain complete ownership information.

As of March 31, 2016, 25 record holders held 36,917,631 ADSs (each representing ten common shares), which represents approximately 4.8% of our total outstanding common shares. Because many of these ADSs were held by brokers or other nominees, we cannot ascertain the exact number of beneficial shareholders with addresses in the United States.

None of our shareholders has different voting rights from other shareholders. See “Item 10. Additional Information—B. Memorandum and Articles of Incorporation—Voting Rights”. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

B. Related Party Transactions

We have not extended any loans or credit to any of our directors or executive officers, and we have not provided guarantees for borrowings by any of these persons. We have not entered into any fee-paying contract with any of these persons for them to provide services not within his or her capacity as a director or executive officer of our company, except that three of our directors who are also our employees receive salaries from our company in their capacity as our employees.

Please refer to “Item 4. Information on the Company—A. History and Development of the Company” for a discussion of our alliances, acquisitions and investments. Please refer to Notes 3, 15, 16 and 40 to our consolidated financial statements included elsewhere in this annual report for descriptions of Chunghwa’s subsidiaries, investments accounted for using equity method, and related party transactions.

On April 1, 2007, Chunghwa entered into an agreement with Senao making Senao the exclusive distributor of mobile handsets to Chunghwa’s retail outlets. Under the terms of the agreement, Senao also provides mobile handset sales services in Chunghwa’s retail outlets, exclusively sells Chunghwa’s SIM cards in Senao’s own retail stores, and gets commission, subsidies of handset sold and warranties from Chunghwa. For the year ended December 31, 2015, Senao received NT$10.1 billion (US$308.2 million) from Chunghwa. Chunghwa also sells mobile handsets and data cards to Senao. For the year ended December 31, 2015, Chunghwa sold mobile handsets and data cards to Senao that amounted to NT$0.9 billion (US$26.5 million).

Honghwa contracted with Chunghwa to provide on-site sales services in Chunghwa’s retail stores and on-site equipment installation services to Chunghwa’s customers. Chunghwa paid Honghwa approximately NT$3.5 billion (US$0.1 billion) in 2015 for these services.

Chunghwa acquired network equipment and related supplies from Chunghwa System Integration for approximately NT$1.2 billion (US$35.6 million) in 2015.

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Chunghwa paid Taiwan International Standard Electronics approximately NT$0.9 billion (US$26.9 million) in 2015 for the purchase of telecommunications exchange facilities and related supplies, and the maintenance expenses.

Terms and conditions of the foregoing transactions with related parties were not significantly different from transactions with non-related parties. When no similar transactions with non-related parties can be referenced, terms and conditions were determined in accordance with mutual agreements.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8.

FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See Item 18 for a list of all consolidated financial statements filed as part of this annual report on Form 20-F.

We are not currently involved in material litigation or other proceedings that may have or have had in the recent past, significant effects on our financial position or profitability, see “Item 4. Information on the Company—B. Business Overview—Legal Proceedings.”

For our policy on dividend distributions, see “Item 10. Additional Information—B. Memorandum and Articles of Incorporation—Dividends and Distributions”. The following table sets forth the dividends declared on each of our common shares and in the aggregate for each of the years from 2011 to 2015. All of these dividends were paid, in the fiscal year following the period with respect to which the dividends relate.


	Dividends Per Common Share⁽¹⁾		Total Dividends⁽¹⁾
	NT$		NT$ in billions
Year ended December 31, 2011		5.46		42.4
Year ended December 31, 2012⁽²⁾		4.63		35.9
Year ended December 31, 2013⁽³⁾		2.39		18.5
Year ended December 31, 2014		4.86		37.7
Year ended December 31, 2015⁽⁴⁾		5.49		42.6

(1)	Cash dividend unless otherwise indicated.

(2)	In addition to the cash dividends from unappropriated earnings disclosed in the table above, we also made cash distributions from additional paid-in capital of NT$0.72 per share, which amounted to an aggregate of NT$5.6 billion.

(3)

In addition to the cash dividends from unappropriated earnings disclosed in the table above, we also made cash distributions from additional paid-in capital of NT$2.14 per share, which amounted to an aggregate of NT$16.6 billion. See “Item 5. Operating and Financial Review and Prospects—Overview—Effect of adopting Taiwan IFRSs on our dividends and employee bonuses.”

(4)

Dividends for 2015, which are calculated based on Taiwan IFRSs, were approved by the board of directors in March 2016 and are expected to be declared at our annual general stockholders’ meeting scheduled on June 24, 2016. The accumulated legal reserve that we had set aside in the past years has amounted to the aggregate par value of our outstanding share capital. Therefore, according to the relevant regulations, we are not required to appropriate profits as legal reserve starting from 2015. Our payout ratio was 99.41% in 2015 after the adjustment of unappropriated earnings and the reversal of special reserve.

We are committed to maximizing stockholder value and intend to maintain a sustainable dividend policy, subject to a number of commercial factors, including the interests of our stockholders, cash requirements for

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future capital expenditures and investments, as well as relevant industry and market practice. The amount of our net income determined for purposes of calculating our annual dividend payout will be calculated based on Taiwan IFRSs, which may differ from the amount of our net income determined in accordance with IFRSs.

B. Significant Changes

Other than as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of the annual consolidated financial statements included in this annual report.

ITEM 9.

THE OFFER AND LISTING

A. Offer and Listing Details

Market Price Information for Our Common Shares

Our common shares have been listed on the TWSE since October 27, 2000. There is no public market outside Taiwan for our common shares. The table below shows, for the periods indicated, the high and low closing prices and the average daily volume of trading activity on the TWSE for our common shares. The closing price for our common shares on the TWSE on April 20, 2016 was NT$109.00 per share.


	Closing Price Per Common Share⁽¹⁾				Average Daily Trading Volume
	High		Low		Average Daily Trading Volume
	NT$		NT$		(in thousands)
2011		84.32		66.46		15,088
2012		81.42		70.70		11,753
2013		87.57		78.59		7,498
2014		89.35		81.59		6,307
First Quarter		84.85		81.59		7,704
Second Quarter		87.75		84.40		5,240
Third Quarter		89.07		86.50		7,097
Fourth Quarter		89.35		85.83		5,359
2015		100.50		87.93		8,292
First Quarter		94.86		87.93		7,366
Second Quarter		94.67		90.97		6,177
Third Quarter		99.30		92.87		11,510
Fourth Quarter		100.50		97.30		7,942
October		100.50		98.50		10,152
November		100.50		97.30		7,528
December		99.90		97.80		6,301
2016 (through April 20)		111.00		98.20		10,251
First Quarter		110.50		98.20		10,744
January		103.00		98.20		12,362
February		105.50		103.00		10,804
March		110.50		105.00		9,517
Second Quarter (through April 20)		111.00		107.00		7,365
April (through April 20)		111.00		107.00		7,365

(1)	The historical prices and volumes of our common shares traded on the TWSE have been adjusted based on prior cash dividend payments, capital increases and capital reductions.

Market Price Information for Our American Depositary Shares

Our ADSs have been listed on the NYSE under the symbol “CHT” since July 17, 2003. The outstanding ADSs are identified by the CUSIP number 17133Q502. The table below shows, for the periods indicated, the

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high and low closing prices and the average daily volume of trading activity on the NYSE for our ADSs. The closing price for our ADSs on the NYSE on April 20, 2016 was US$34.29 per ADS. Each of our ADSs represents the right to receive ten shares.


	Closing Price Per ADS⁽¹⁾				Average ADS Daily Trading Volume
	High		Low		Average ADS Daily Trading Volume
	US$		US$		(in thousands)
2011		29.31		22.50		375
2012		28.06		23.93		355
2013		29.64		26.43		206
2014		29.99		26.50		111
First Quarter		28.05		26.50		170
Second Quarter		29.30		28.00		99
Third Quarter		29.99		28.41		90
Fourth Quarter		29.04		27.71		88
2015		31.58		27.66		186
First Quarter		30.58		27.66		128
Second Quarter		31.09		29.54		116
Third Quarter		31.58		29.20		284
Fourth Quarter		31.18		29.40		213
October		31.18		30.26		292
November		31.04		29.80		200
December		30.59		29.40		146
2016 (through April 20)		34.62		29.57		261
First Quarter		34.22		29.57		257
January		31.12		29.57		330
February		31.90		30.65		261
March		34.22		31.99		197
Second Quarter (through April 20)		34.62		33.25		268
April (through April 20)		34.62		33.25		268

(1)	The historical prices and volumes of our ADSs traded on the NYSE have been adjusted based on prior cash dividend payments, capital increases and capital reductions.

As of April 20, 2016, a total of 36,967,631 ADSs and 7,757,446,545 common shares (including those represented by ADSs) were outstanding. With certain limited exceptions, holders of shares that are not ROC persons are required to hold these shares through a brokerage or custodial account in the ROC.

B. Plan of Distribution

Not applicable.

C. Markets

The principal trading market for our common shares is the TWSE and the principal trading market for our ADSs is the NYSE.

D. Selling Stockholders

Not applicable.

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E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10.

ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Incorporation

Set forth below is information relating to our capital structure, including brief summaries of material provisions of our articles of incorporation, the ROC Securities and Exchange Law, the ROC Company Act, and the Telecommunications Act, all as currently in effect. The following summaries are qualified in their entirety by reference to our articles of incorporation, the ROC Securities and Exchange Law, the ROC Company Act, and the Telecommunications Act.

Objects and Purpose

The scope of business of Chunghwa Telecom Co., Ltd. as set forth in Article 2 of our articles of incorporation, includes (i) telecommunications Enterprise Type 1 and Type 2 businesses pursuant to the Telecommunications Act of the ROC, (ii) installation of the computer equipment and radio-frequency equipment whose operation is controlled by the telecommunication business, (iii) telecommunications equipment wholesale, retail and engineering businesses, (iv) engineering and operation of information software and hardware service businesses, (v) apparatus and electric appliance installation and construction business, (vi) television program production, distribution and commercial business, (vii) broadcasting program distribution and commercial business, (viii) the third party payment business, (ix) water pipe construction business, and (x) other businesses, except any business requiring a special permit or otherwise restricted by law or regulation.

General

Under our articles of incorporation, our authorized capital was NT$120,000,000,000 divided into 12,000,000,000 common shares, with par value of NT$10 per share. We have set aside 200,000,000 common shares from the aforementioned common shares for the exercise of any future issuances of stock warrants, preferred shares with warrants, and bonds with warrants. Our paid-in capital is NT$77,574,465,450 divided into 7,757,446,545 common shares. We currently do not have any other equity in the form of preferred shares, bonds or otherwise outstanding as of the date of this annual report.

The MOTC, on behalf of the government of the ROC, owned approximately 35.29% of our outstanding common shares as of December 31, 2015. The remainder of our outstanding shares is held by public stockholders and other investors.

Directors and Audit Committee

Our articles of incorporation provide for a board of directors consisting of seven to fifteen directors, and one-fifth of these directors shall be professionals of domain knowledge. Under Article 12 of our articles of incorporation, we shall establish an audit committee starting from our 7th term of our board of directors. As a

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result, our new audit committee started from the date of the annual general meeting on June 25, 2013. See “Item 6. Directors, Senior Management and Employees—C. Board Practices.” Pursuant to Article 14-4 of the ROC Securities and Exchange Act, for a company that has established an audit committee, unless otherwise provided for by law, the provisions regarding supervisors in ROC Securities and Exchange Act, the ROC Company Act, and other laws and regulations shall apply mutatis mutandis to the audit committee.

Under the ROC Company Act, our board of directors, in conducting our business, shall act in accordance with laws and regulations, our articles of incorporation and the resolutions adopted at the meetings of stockholders. Where any resolution adopted by our board of directors contravenes laws, our articles of incorporation and the resolutions adopted at the meetings of stockholders, thereby causing loss or damage to us, all directors taking part in the adoption of such resolution shall be liable to compensate us for such loss or damage; however, those directors whose disagreement appears on record or is expressed in writing shall be exempted from liability.

If our board of directors decides, by resolution, to commit any act in violation of any law or our articles of incorporation, any of our independent directors or any stockholder who has continuously held our shares for a period of one year or longer may request our board of directors to discontinue such act. One or more stockholders who have held more than 3% of our issued and outstanding shares for over a year may require an independent director to bring an action on our behalf against a director for losses suffered by us as a result of the director’s unlawful actions or failure to act by sending a written request to any of our independent directors. In addition, if our stockholders’ meeting resolves to institute an action against a director, we shall, within 30 days from the date of such resolution, institute such an action. In the case of a lawsuit between us and a director, an independent director shall act on our behalf, unless otherwise provided by law; and our stockholders meeting may also appoint some other person to act on our behalf in a lawsuit.

According to the ROC Company Act, our board of directors owes fiduciary duty to us. Our directors are liable to compensate us if they breach their fiduciary duty. In addition, a director who has a personal interest in a matter to be discussed at the meeting of the board of directors, shall specify such conflict; if the conflict may cause damages to the company, the director shall abstain from voting on the matter, and shall not serve as a proxy and vote on behalf of another director.

According to our articles of incorporation, the remuneration of the directors shall be determined by the board of directors based on the participation and the contribution of each director in the business operation of the Company and referencing the regular standards of other corporations in the similar industry. Our articles of incorporation do not impose a mandatory retirement age for our directors. Furthermore, our articles of incorporation do not impose a shareholding qualification for each director. According to our Code of Ethics, we may not extend any loan to our directors.

Dividends and Distributions

At each annual general stockholders’ meeting, our board of directors submits to the stockholders for their approval any proposal for the distribution of dividend or the making of any other distribution to stockholders from our net income for the preceding fiscal year. All common shares outstanding and fully paid as of the relevant record date are entitled to share equally in any dividend or other distribution so approved. Dividends may be distributed in cash, in the form of common shares or a combination of the two, as determined by the stockholders at the meeting.

We are not permitted to distribute dividends or make other distributions to stockholders in any year in which we do not have any net income or unappropriated earnings (excluding reserves). The ROC Company Act also requires that 10% of our annual net income, less prior years’ losses and outstanding tax, if any, be set aside as a legal reserve until the accumulated legal reserve equals our paid-in capital. We may also set aside special reserve as determined by our stockholders at a stockholders’ meeting. In addition, our articles of incorporation provide

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that at least 50% of the remaining portion of the net income, less prior years’ losses, outstanding taxes, the legal reserve and any special reserve, plus unappropriated earnings from prior years will be distributed as dividends to stockholders. Under our articles of incorporation, not less than 50% of the total amount of the distributed dividends must be in cash, but if the cash dividends to be distributed are less than NT$0.10 per share, the dividends may be distributed in the form of shares. Pursuant to our current articles of incorporation, prior to distributing any dividends to our stockholders, we were required to first distribute (i) between 2% and 5% of the distributable earnings to employees as bonuses and (ii) not more than 0.2% of the distributable earnings to directors as compensation. According to the latest ROC Company Act amended as of May 20, 2015, earnings can no longer be distributed to employees. Rather, earnings may be distributed to shareholders, excluding employees and directors. To mitigate the impact on employees’ lost potential earnings, the amended ROC Company Act also provides that the company must stipulate a specific amount or percentage of profits to be distributed to employees as bonuses. The bonuses may, subject to a resolution of the board of directors, be distributed to employees in way of cash or shares. We will amend our Articles of Incorporation at our annual general stockholders’ meeting scheduled on June 24, 2016 to reflect the changes in ROC Company Act. We do not expect the changes to have a material impact on our financial results, because we have categorized employee bonuses as an expense instead of as distributable earnings since 2008 in accordance to a clarification letter issued by the Ministry of Economic Affairs of Taiwan for the explanation of Article 64 of the Business Accounting Law.

Under the ROC Company Act, if we do not incur a loss, we are permitted to make distributions on a pro rata basis to our stockholders of additional common shares or cash by the legal reserve, the premium derived from the issuance of new shares and the income from endowments received by us. We are allowed to make the above distributions to our stockholders by legal reserve only if the legal reserve exceeds 25% of our paid-in capital. Furthermore, subject to the provision under our articles of incorporation, such distribution should firstly be made by the premium derived from the issuance of new shares.

Changes in Share Capital

Under the ROC Company Act, any change in our authorized share capital requires an amendment to our articles of incorporation, which in turn requires approval at our stockholders’ meeting. Authorized but unissued common shares may be issued, subject to applicable ROC law, upon terms as our board of directors may determine.

Preemptive Rights

Under the ROC Company Act and our articles of incorporation, when we issue new shares for cash, unless otherwise approved by the central competent authority, our employees have rights to subscribe for between 10% and 15% of the new issue, and we have rights to restrain the shares subscribes by employees from being transferred within a specific period of time, which should not be longer than two years. Except for the shares reserved in accordance with the ROC Company Act, we are required to inform our existing shareholders of their rights to subscribe for additional shares pro rata to their respective shareholding and to note that the shareholders will lose their pre-emptive right if they fail to subscribe for the new shares within the prescribed period. In the event that there is any new share that has not been subscribed by the existing shareholders pursuant to their respective pre-emptive rights, we may offer such shares to other investors through public offering or private negotiation with any person designated by us.

In addition, in accordance with the Republic of China Securities and Exchange Law, a public company that intends to offer new shares for cash must offer to the public at least 10% of the shares to be sold except in certain limited circumstances. This percentage can be increased by a resolution passed at a stockholders’ meeting, held in accordance with the Company Act and our articles of incorporation which would diminish the number of new shares subject to the preemptive rights of existing stockholders.

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Meetings of Stockholders

We are required by the ROC Company Act and our articles of incorporation to hold a general meeting of our stockholders within six months following the end of each fiscal year, unless for specific legitimate reason or approved otherwise by the relevant authorities. Commencing from January 1, 2012, we must hold a general shareholders meeting within six months after the end of fiscal year and may not seek any extension for such meeting accordingly to Article 36 of Securities and Exchange Act. These meetings are generally held in Taipei, Taiwan. Special stockholders’ meetings may be convened by resolution of the board of directors or by the board of directors upon the written request of any stockholder or stockholders who have held 3% or more of the outstanding common shares for more than one year. Stockholders’ meetings may also be convened by an independent director. Notice in writing of general meetings of stockholders, stating the place, time and agenda must be dispatched to each stockholder at least 30 days, in the case of general meetings, and 15 days, in the case of special meetings, before the date set for each meeting. Except in certain circumstances described below, a majority of the holders of all issued and outstanding common shares present at a stockholders’ meeting constitutes a quorum for meetings of stockholders. Stockholders of 1% or more our issued and outstanding shares are entitled to submit one written proposal each year for consideration at our annual general stockholders’ meeting in accordance with the ROC Company Act.

Voting Rights

As previously required by the ROC Company Act, our articles of incorporation provide that a holder of common shares has one vote for each common share. Cumulative voting applies to the election of our directors. The election of independent and non-independent directors should be held simultaneously while the ballots for the election of directors and independent directors are cast separately. According to Article 146-1 of the Insurance Act of the ROC, insurance companies that hold our shares may not be our directors or vote for the election of our directors.

In general, a resolution can be adopted by the holders of at least a majority of the common shares represented at a stockholders’ meeting at which the holders of a majority of all issued and outstanding common shares are present. Under the ROC Company Act, the approval by at least a majority of the common shares represented at a stockholders’ meeting in which a quorum of at least two-thirds of all issued and outstanding common shares are represented is required for major corporate actions, including:

•

amendment to our articles of incorporation;

•

entering into, modification or termination of any contracts regarding leasing of all business, outsourcing of operations or joint operations;

•

transfer of the whole or substantial part of our business or assets;

•

taking over of the whole of the business or assets of any other company which would have significant impact on our operations;

•

distribution of any share dividend;

•

dissolution;

•

merger or spin-off; and

•

removing of directors.

Alternatively, the ROC Company Act provides that in the case of a public company, such as us, a resolution may be adopted by the holders of at least two-thirds of the common shares represented at a meeting of stockholders at which holders of at least a majority of issued and outstanding common shares are present.

A stockholder may be represented at a general or special meeting by proxy if a valid proxy form is delivered to us five days before the commencement of the general or special stockholders’ meeting. Except for trust

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enterprises or share registrar approved by the Securities and Futures Bureau of the FSC, where one person is appointed as proxy by two or more stockholders who together hold more than 3% of the total issued common shares, the votes of those stockholders in excess of 3% of the outstanding common shares shall not be counted. Alternatively, if the stockholder would like to exercise its voting right at a general or special meeting but cannot be present at the meeting in person, according to the regulations promulgated by the FSC on February 20, 2012, starting from our 2012 general meeting, we are required to set up an electronic voting mechanism for such stockholder to exercise voting right. The stockholder is not allowed to exercise voting right through electronic voting mechanism if such stockholder fails to revoke the granted proxy (if any) at least two days prior to the general or special meeting.

At the time of any vote, if a director of a public company has pledged more than half of the holding at the time the director was elected, such director will not be allowed to exercise the voting rights with respect to the number of shares pledged in excess of the half of the number of shares that such director held in such public company at the time the director was elected. The maximum number of shares ineligible for voting pursuant to the provision above cannot exceed half of the number of shares that such director held in such public company at the time the director was elected. In addition, any shares that were ineligible for voting pursuant to the above provision would not count as being present for such vote.

Any stockholder who has a personal interest in the matter under discussion at a stockholders’ meeting, the outcome of which may impair our interests, shall not vote or exercise voting rights on behalf of another stockholder; however, the shares held by such stockholder may be counted as present for calculation of attendance quorum.

Holders of our ADSs generally will not be able to exercise voting rights on the common shares underlying ADSs on an individual basis.

Other Rights of Stockholders

Under the ROC Company Act, dissenting stockholders are entitled to appraisal rights in certain major corporate actions, such as a planned transfer of the whole or part of the business or a proposed merger by us. A dissenting stockholder may request us to purchase back all of the shares owned by the stockholder at a fair price determined by mutual agreement or determined by the court if a mutual agreement cannot be reached. Stockholders may exercise their appraisal rights by serving notice in writing to us prior to the related stockholders’ meeting and/or by raising his objection at the stockholders’ meeting. Moreover, a stockholder has the right to file a petition in the court for annulment of any resolution adopted at a stockholders’ meeting where the procedures for convening the stockholders’ meeting or the method of adopting the resolutions at the meeting is contrary to law or our articles of incorporation. One or more stockholders who have held more than 3% of the issued and outstanding shares of a company continuously for more than one year may require an independent director to institute, on behalf of us, an action against a director. In addition, one or more stockholders who has/have continuously held 3% or more of the total number of the outstanding shares of our company for more than one year may require the board of directors to convene a special stockholders’ meeting by sending a written request to the board of directors.

The ROC Company Act allows stockholders holding 1% or more of the total issued shares of a company to submit, during the period of time prescribed by us no less than 10 days, one proposal in writing for discussion at the general meeting of stockholders. It also provides that a company may adopt a nomination procedure for election of directors. We have adopted a nomination procedure for election of directors as stipulated in our articles of incorporation which provides that stockholders holding 1% or more of our total issued shares may submit to us a list of candidates for director, including independent director, along with relevant information and supporting documents.

Register of Stockholders and Record Dates

Our share registrar, Yuanta Securities Co., Ltd., maintains our register of stockholders at its offices in Taipei, Taiwan. Under the ROC Company Act, we may, by giving advance public notice, set a record date and

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close the register of stockholders for a specified period in order for us to determine the stockholders or pledgees that are entitled to rights pertaining to the common shares. The specified period starting from such record date (to determine the entitled stockholders or pledgees) required is as follows:

•

general stockholders’ meeting—60 days;

•

special stockholders’ meeting—30 days; and

•

relevant record date for distribution of dividends or other entitlements—5 days.

Annual Consolidated Financial Statements

At least ten days before the annual general stockholders’ meeting, our annual consolidated financial statements prepared in accordance with Taiwan IFRSs must be available at our principal office in Taipei, Taiwan for inspection by the stockholders.

Transfer of Common Shares

Under the current ROC Company Act, a public company, such as our company, may issue individual share certificates, one master certificate or no certificate at all, to evidence common shares. In accordance with our articles of incorporation, all of our shares are currently issued and transferred in book-entry form instead of issuing physical share certificates. After the book closure date, the Taiwan Depository & Clearing Corporation, or the TDCC, will deliver the names and addresses of the shareholders as of the book closure date to our registrar, Yuanta Securities Co., Ltd. Only shareholders as of the book closure date can assert shareholder rights against us.

Acquisition of Our Own Common Shares

Under the ROC Company Act, with minor exceptions, we cannot acquire our own common shares. Any common shares acquired by us, under certain of such minor exceptions, must be sold at the market price within six months after their acquisition.

In addition, under the Republic of China Securities and Exchange Act, a company whose shares are listed on the TWSE or traded on the Taipei Exchange (formerly known as Gre Tai Securities Market) may, pursuant to a board resolution adopted by a majority consent at a meeting attended by more than two-thirds of the directors and pursuant to the procedures prescribed by the Securities and Futures Bureau of the FSC, purchase its shares for the following purposes on the TWSE, the Taipei Exchange or by a tender offer:

(1) for transfers of shares to its employees;

(2) for conversion into shares from bonds with warrants, preferred shares with warrants, convertible bonds, convertible preferred shares or certificates of warrants issued by us; and

(3) for maintaining its credit and its stockholders’ equity, provided that the shares so purchased shall be cancelled thereafter.

The total shares purchased by us shall not exceed 10% of its total issued and outstanding shares. In addition, the total amount for purchase of the shares shall not exceed the aggregate amount of the retained earnings, the premium from shares issues and the realized portion of the capital surplus.

The shares purchased by us pursuant to items (1) and (2) above shall be transferred to the intended transferees within three years after the purchase; otherwise the same shall be cancelled. For the shares to be cancelled pursuant to item (3) above, we shall complete amendment registration for such cancellation within six months after the purchase.

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The shares purchased by us shall not be pledged or hypothecated. In addition, we may not exercise any stockholders’ rights attaching to these shares. Under ROC Company Act, we may transfer the treasury stock to our employees and impose transfer restrictions on the shares up to two years.

Liquidation Rights

In the event of our liquidation, the assets remaining after payment of all debts, liquidation expenses and taxes will be distributed pro rata to the stockholders in accordance with the relevant provisions of the ROC Company Act.

Substantial Stockholders and Transfer Restrictions

The ROC Securities and Exchange Act currently requires for public companies that (i) each director, supervisor, manager, as well as their respective spouses, minor children and nominees, and substantial stockholder (i.e., a stockholder who together with his or her spouse, minor children or nominees, holds more than 10% of the shares of a public company) to report any change in that person’s shareholding to the issuer of the shares on a monthly basis and (ii) each director, supervisor, manager or substantial stockholder holding such common shares for more than a six month period to report his or her intent to transfer any shares listed on the TWSE or traded on the Taipei Exchange (formerly known as Gre Tai Securities Market) to the Securities and Futures Bureau of the FSC at least three days before the intended transfer, unless the number of shares to be transferred each day is no more than 10,000 shares. ADS holders holding more than 10% of our common shares, including common shares represented by ADSs, may be subject to the reporting obligation in above item (i).

In addition, the number of shares that can be sold or transferred on the TWSE or the Taipei Exchange (formerly known as Gre Tai Securities Market) by any person subject to the restrictions described above on any given day may not exceed:

•

0.2% of the outstanding shares of the company in the case of a company with no more than 30 million outstanding shares;

•

0.2% of 30 million shares plus 0.1% of the outstanding shares exceeding 30 million shares in the case of a company with more than 30 million outstanding shares; or

•

in any case, 5% of the average daily trading volume (number of shares) on the TWSE or the Taipei Exchange for the ten consecutive trading days preceding the reporting day on which day the director, supervisor, manager or substantial stockholder or their respective spouse, minor child or nominee reports the intended share transfer to the Securities and Futures Bureau.

These restrictions do not apply to block trading, auction sale, purchase by auction, after-hour trading and sales or transfers of our ADSs. However, these restrictions will apply to sales of common shares upon withdrawal.

C. Material Contracts

We have not entered into any material contracts other than in the ordinary course of business and other than those described elsewhere in this annual report.

D. Exchange Controls

Foreign Investment and Exchange Controls in Taiwan

We have extracted from publicly available documents the information presented in this section. Please note that citizens of the PRC and entities organized in the PRC are subject to special ROC laws, rules and regulations, which are not discussed in this section.

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General

Historically, foreign investments in the securities market of Taiwan were restricted. However, commencing in 1983, the Taiwan government has from time to time enacted legislation and adopted regulations to make foreign investment in the Taiwan securities market possible. Initially, only overseas investment trust funds of authorized securities investment trust enterprises established in Taiwan were permitted to invest in the Taiwan securities market. Since January 1, 1991, qualified foreign institutional investors are allowed to make investments in the Taiwan listed securities market. Since March 1, 1996, overseas Chinese, non-resident foreign institutional and individual investors (other than qualified foreign institutional investors), called “general foreign investors,” are permitted to make direct investments in the Taiwan securities market.

Foreign Investment in Taiwan Securities Market

On December 28, 1990, the Executive Yuan, the cabinet of the ROC government, approved guidelines drafted by the Securities and Futures Commission (the predecessor of the Securities and Futures Bureau), which, since January 1, 1991, has allowed direct foreign investment in Taiwan’s securities that are listed on the TWSE or other Taiwan securities approved by the Securities and Futures Bureau by certain eligible qualified foreign institutional investors.

In addition to qualified foreign institutional investors, certain individual and foreign institutional investors which meet certain qualifications set by the Securities and Futures Bureau may invest in the shares of TWSE-listed companies, the Taipei Exchange (formerly known as Gre Tai Securities Market) traded companies, emerging market companies or other Taiwan securities approved by the Securities and Futures Bureau up to a limit of US$50 million (in the case of institutional investors) and US$5 million (in the case of individual investors) after obtaining permission from the TWSE.

On September 30, 2003 and June 15, 2004, the Securities and Futures Bureau issued amendments to the “Guideline Governing Investment in Securities by Overseas Chinese and Foreign Nationals” and relevant regulations, in which the Securities and Futures Bureau lifted certain restrictions and simplified the procedures required for foreign investments in Taiwan’s securities market. The amendment focuses mainly on the following aspects:

•

The concept of “qualified foreign institutional investors” no longer exists. Foreign investors are reclassified as “off-shore foreign institutional investors,” “on-shore foreign institutional investors,” “off-shore general foreign investors,” and “on-shore general foreign investors” based on whether they are institutions or natural persons, and whether they have presence in Taiwan.

•

For foreign investors to invest in Taiwan’s securities market, registration with the TWSE, instead of the approval of the Securities and Futures Bureau, is required. The TWSE may withdraw or rescind the registration if the application documents submitted by foreign investors are untrue or incomplete, or if any material violation of the relevant regulations exists.

•

Off-shore foreign investors may provide the securities they hold as the underlying shares of depositary receipts and act as selling stockholders in depositary receipts offerings.

•

Off-shore foreign institutional investors are required to appoint their agent or nominee to attend the stockholders’ meeting of the invested company.

Currently, subject to the specific restriction imposed by relevant regulations, the off-shore foreign institutional investors may invest in the Taiwan securities market without any amount restriction. However, a ceiling will be separately determined by the Securities and Futures Bureau after consultation with the Central Bank of the ROC (Taiwan) for investment by offshore oversea Chinese and foreign individual investors.

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Foreign Investment Approval

Other than:

•

foreign institutional investors;

•

foreign individual investors; and

•

investors in overseas convertible bonds and depositary receipts,

foreign investors who wish to make direct investments in the shares of Taiwan companies may submit a “foreign investment approval” application to the Investment Commission of the Ministry of Economic Affairs of Taiwan or other government authority to qualify for benefits granted under the Statute for Investment by Foreign Nationals. The Investment Commission or other government authority reviews each foreign investment approval application and approves or disapproves the application after consultation with other governmental agencies. Any non-Taiwan person possessing a foreign investment approval may remit capital for the approved investment and repatriate annual net profits and interests and cash dividends attributable to an approved investment. Stock dividends, investment capital and capital gains attributable to the investment may be repatriated with approval of the Investment Commission or other government authority.

In addition to the general restrictions against direct investment by non-Taiwan persons in Taiwan companies, non-Taiwan persons are currently prohibited from investing in prohibited industries in Taiwan under the Negative List promulgated by the Executive Yuan from time to time. The prohibition on direct foreign investment in the prohibited industries in the Negative List is absolute with the consequence of certain specific exemption from the application of the Negative List. Under the Negative List, some other industries are restricted so that non-Taiwan persons may directly invest only up to a specified level and with the specific approval of the relevant authority which is responsible for enforcing the legislation which the negative list is intended to implement. The telecommunication industry is a restricted industry under the Negative List.

Depositary Receipts

In April 1992, the Securities and Futures Bureau began allowing Taiwan companies listed on the TWSE, with the prior approval of the Securities and Futures Bureau, to sponsor the issuance and sale of depositary receipts evidencing depositary shares. In December 1994, the ROC Ministry of Finance began allowing companies whose shares are traded on the Taipei Exchange (formerly known as Gre Tai Securities Market) also to sponsor the issuance and sale of depositary receipts evidencing depositary shares representing shares of its capital stock. Approvals for these issuances are still required.

After the issuance of a depositary share, a holder of the depositary receipt evidencing the depositary shares may request the depositary issuing the depositary share to cause the underlying shares to be sold in Taiwan and to distribute the proceeds of the sale to or to withdraw the shares and deliver the shares to the depositary receipt holder. A citizen of the PRC is not permitted to withdraw and hold our shares.

If you are an offshore foreign institutional investor holding the depositary receipts, you must register with the TWSE as a foreign investor before you will be permitted to withdraw the shares represented by the depositary receipts. In addition to obtaining registration with the TWSE, you must also (i) appoint a qualified local agent to, among other things, open a securities trading account with a local securities brokerage firm and a bank account to remit funds, exercise stockholders’ rights and perform other functions as holders of ADSs may designate, (ii) appoint a custodian bank to hold the securities and cash proceeds, confirm transactions, settle trades and report and declare other relevant information and; (iii) appoint a tax guarantor as guarantor for the full compliance of the withdrawing depositary receipt holders’ tax filing and payment obligations in the ROC. A depositary receipt holder not registered as a foreign investor with the TWSE, or not has made the necessary appointments as outlined above, will be unable to hold or subsequently transfer the shares withdrawn from the depositary receipt facility.

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No deposits of shares may be made in a depositary receipt facility and no depositary shares may be issued against deposits without specific Securities and Futures Bureau approval, unless they are:

(i)

stock dividends;

(ii)

free distributions of shares;

(iii)

due to the exercise by the depositary receipt holder preemptive rights in the event of capital increases for cash; or

(iv)

if permitted under the deposit agreement and custody agreement and within the amount of depositary receipts which have been withdrawn, due to the direct purchase by investors or purchase through the depositary on the TWSE or the Taipei Exchange (formerly known as Gre Tai Securities Market) or delivery by investors of the shares for deposit in the depositary receipt facility. In this event, the total number of depositary receipts outstanding after an issuance cannot exceed the number of issued depositary receipts previously approved by the Securities and Futures Bureau of the FSC in connection with the offering plus any ADSs issued pursuant to the events described in (i), (ii) and (iii) above.

An ADS holder or the depositary, without obtaining further approvals from the Central Bank of the ROC (Taiwan) or any other governmental authority or agency of the ROC, may convert NT dollars into other currencies, including U.S. dollars, in respect of:

•

the proceeds of the sale of common shares represented by ADSs or received as share dividends with respect to the common shares and deposited into the depositary receipt facility; and

•

any cash dividends or distributions received from the common shares.

In addition, the depositary may also convert into NT dollars incoming payments for purchases of common shares for deposit in the depositary receipt facility against the creation of additional ADSs. If you withdraw the common shares underlying your ADSs and become a holder of our common shares, you may convert into NT dollars subscription payment for rights offerings. The depositary may be required to obtain foreign exchange payment approval from the Central Bank of the ROC (Taiwan) on a payment-by-payment basis for conversion from NT dollars into foreign currencies of the proceeds from the sale of subscription rights of new common shares. Although it is expected that the Central Bank of the ROC (Taiwan) will grant approval as a routine matter, required approvals may not be obtained in a timely manner, or at all.

Exchange Controls

Taiwan’s Foreign Exchange Control Statute and regulations provide that all foreign exchange transactions must be executed by banks designated to handle foreign exchange transactions by the FSC and by the Central Bank of the ROC (Taiwan). Current regulations favor trade-related foreign exchange transactions. Consequently, foreign currency earned from exports of merchandise and services may now be retained and used freely by exporters. All foreign currency needed for the importation of merchandise and services may be purchased freely from the designated foreign exchange banks.

Aside from trade-related foreign exchange transactions, Taiwan companies and residents may remit to and from Taiwan foreign currencies of up to US$50 million (or its equivalent) and US$5 million, (or its equivalent), respectively, in each calendar year. These limits apply to remittances involving a conversion between New Taiwan dollars and U.S. dollars or other foreign currencies. A requirement is also imposed on all private enterprises to register all medium and long-term foreign debt with the Central Bank of the ROC (Taiwan).

In addition, a foreign person without an alien resident card or an unrecognized foreign entity may remit to and from Taiwan foreign currencies of up to US$100,000 per remittance if required documentation is provided to Taiwan authorities. This limit applies only to remittances involving a conversion between New Taiwan dollars and U.S. dollars or other foreign currencies.

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E. Taxation

ROC Taxation

The discussion below describes the principal ROC tax consequences of the ownership and disposition of ADSs representing common shares and of common shares. It applies to you only if you are:

•

an individual who is not a citizen of the ROC, who owns ADSs or common shares and who is not physically present in Taiwan for 183 days or more during any calendar year; or

•

a corporation or a non-corporate body that is organized under the laws of a jurisdiction other than the ROC for profit-making purposes and has no fixed place of business or other permanent establishment in Taiwan.

You should also consult your tax advisors concerning the tax consequences of owning ADSs and common shares in the ROC and any other relevant taxing jurisdiction to which they are subject.

Dividends

Dividends declared by us out of our retained earnings and distributed to you are subject to ROC withholding tax, currently at the rate of 20%, on the amount of the distribution in the case of cash dividends or on the par value of the common shares in the case of stock dividends. However, a 10% ROC unappropriated earnings tax paid by us on our undistributed after-tax earnings, if any, may provide a credit of up to 10% of the gross amount of any dividends declared out of such earnings that would reduce the 20% ROC withholding tax imposed on these distributions. Starting from 2015, the allowed tax credit is adjusted to 50% of the unappropriated earnings tax paid by us.

Share or cash dividends paid by us out of our capital surplus which are derived from the issuance of shares at a premium are not subject to ROC withholding tax. According to the rulings of Ref. Tai-Tsai-Hsuei-Tzi-09504509440 issued by the Ministry of Finance of the ROC, if a company reduces its share capital and redeems for cash its outstanding common shares issued to the company’s stockholders by capitalization of capital surplus, those premiums under the capitalized capital surplus derived from re-evaluation of assets, sale of lands and/or merger with other enterprise shall be deemed as the gain in the stockholders’ capital investment, and shall be deemed as stockholders’ dividend income (or investment revenue) and be subject to ROC income tax.

As the legal reserve is set-aside from company’s profit earnings (after tax) in accordance with Article 237 of ROC Company Act, receipt of distribution of legal reserve shall be deemed as stockholders’ dividend income (or investment revenue) and be subject to ROC income tax collected by way of withholding at the time of distribution, currently at the rate of 20%, unless a lower withholding rate is provided under a tax treaty between the ROC and the jurisdiction where the Non-ROC Stockholder is a resident.

Capital Gains

Gains from the sale of property in the ROC are generally subject to ROC income tax. Effective January 1, 2016, capital gains on the sale of common shares, including common shares withdrawn from the ADS facility, received by a Non-Resident Individual or Non-Resident Entity is no longer subject to the capital gain tax and is further exempted from Alternative Minimum Tax, or the AMT.

Sales of ADSs by you are regarded as transactions relating to property located outside the ROC and thus any gains derived therefrom are currently not subject to ROC income tax.

Preemptive Rights

Distributions of statutory preemptive rights for common shares in compliance with ROC law are not subject to any ROC tax. Proceeds derived from sales of statutory preemptive rights evidenced by securities are subject to

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securities transaction tax at the rate of 0.3% of the gross amount received. A Non-Resident Individual is subject to income tax at a flat rate of 15% for such capital gains. A Non-Resident Entity is exempted from income tax for such capital gains and is further exempted from the AMT. Proceeds derived from sales of statutory preemptive rights which are not evidenced by securities are subject to capital gains tax at the rate of 20% of the gains realized.

Subject to compliance with ROC law, we, at our sole discretion, can determine whether statutory preemptive rights shall be evidenced by issuance of securities.

Securities Transaction Tax

A securities transaction tax, at the rate of 0.3% of the gross amount received, payable by the seller will be withheld upon a sale of common shares in Taiwan. Transfers of ADSs are not subject to ROC securities transaction tax. According to a letter issued by the Ministry of Finance of the ROC in 1996, withdrawal of common shares from the deposit facility will not be subject to ROC securities transaction tax.

Estate Taxation and Gift Tax

ROC estate tax is payable on any property within Taiwan of a deceased person who is a non-resident individual, and ROC gift tax is payable on any property within Taiwan donated by any such person. Under ROC estate and gift tax laws, common shares issued by Taiwan companies are deemed located in Taiwan regardless of the location of the owner. It is not clear whether the ADSs will be regarded as property located in Taiwan under ROC estate and gift tax laws. Starting from January 21, 2009, the estate tax and gift tax rates were reduced to 10%.

Tax Treaty

The ROC does not have an income tax treaty with the United States. On the other hand, the ROC has income tax treaties with Indonesia, Israel, Singapore, South Africa, Australia, Vietnam, New Zealand, Malaysia, Macedonia, Swaziland, the Netherlands, United Kingdom, Gambia, Senegal, Sweden, Belgium, Denmark, Paraguay, Hungary, France, India, Slovakia, Germany, Thailand, Switzerland, Luxembourg, Kiribati, Austria and Italy, which may limit the rate of ROC withholding tax on dividends paid with respect to common shares in Taiwan companies. It is unclear whether if you hold ADSs, you will be considered to hold common shares for the purposes of these treaties. Accordingly, if you may otherwise be entitled to the benefits of the relevant income tax treaty, you should consult your tax advisors concerning your eligibility for the benefits with respect to the ADSs.

Unappropriated Earnings Tax

Under the ROC Income Tax Laws, a 10% unappropriated earnings tax will be imposed on a company for its after-tax earnings generated after January 1, 1998 which are not distributed in the following year. The unappropriated earnings tax so paid will further reduce the retained earnings available for future distribution. When the company declares dividends out of those retained earnings, up to a maximum amount of 10% of the declared dividends may be credited against the 20% withholding tax imposed on the non-resident holders of its shares.

U.S. Federal Income Tax Considerations for U.S. Holders

The following is a summary of certain U.S. federal income tax consequences of the ownership and disposition of our shares and ADSs as of the date hereof. The discussion set forth below is applicable to beneficial owners of our shares or ADSs that hold the shares or ADSs as capital assets and that are U.S. holders (defined below) and non-residents of the ROC. You are a U.S. holder if you are:

•

an individual who is a citizen or resident of the United States;

•

a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source;

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•

a trust that is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust; or

•

a trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. It is for general purposes only and you should not consider it to be tax advice. In addition, it is also based in part on representations made by the depositary and assumes that the deposit agreement and any related agreement will be performed in accordance with their terms. This summary does not represent a detailed description of all the U.S. federal income tax consequences to you in light of your particular circumstances and does not address the effects of any state, local or non-U.S. tax laws (or other U.S. federal tax consequences, such as U.S. federal estate or gift tax consequences or the Medicare tax on net investment income). In addition, it does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

•

a dealer in securities or currencies;

•

a trader in securities if you elect to use a mark-to-market method of accounting for your securities holdings;

•

a financial institution or an insurance company;

•

a regulated investment company;

•

a real estate investment trust;

•

a tax-exempt organization;

•

a person liable for alternative minimum tax;

•

a person holding shares or ADSs as part of a hedging, integrated or conversion transaction, constructive sale or straddle;

•

a person owning, actually or constructively, 10% or more of our voting stock;

•

a partnership or other pass-through entity for U.S. federal income tax purposes; or

•

a person whose “functional currency” is not the U.S. dollar.

We cannot assure you that a later change in law will not alter significantly the tax considerations that we describe in this summary.

If a partnership holds our shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our shares or ADSs, you should consult your tax advisor.

You should consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the ownership and disposition of the shares or ADSs, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

In general, for U.S. federal income tax purposes, a U.S. holder who is the beneficial owner of an ADS will be treated as the owner of the shares underlying such ADS. Deposits or withdrawals of shares, actually or constructively, by U.S. holders for ADSs will not be subject to U.S. federal income tax.

Taxation of Dividends

The gross amount of distributions (other than certain pro rata distributions of shares to all stockholders) you receive on your shares or ADSs, including net amounts withheld in respect of ROC withholding taxes, will

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generally be treated as dividend income to you to the extent the distributions are made from our current and accumulated earnings and profits as calculated according to U.S. federal income tax principles. These amounts (including withheld taxes) will be includible in your gross income as ordinary income on the day you actually or constructively receive the distributions, which in the case of an ADS will be the date actually or constructively received by the depositary. You will not be entitled to claim a dividends-received deduction allowed to corporations under the Code with respect to distributions you receive from us.

With respect to non-corporate U.S. holders, certain dividends received from a qualified foreign corporation, on shares, or ADSs backed by such shares, that are readily tradable on an established securities market in the United States may be subject to reduced rates of taxation, provided further that the foreign corporation was not, in the year prior to the year in which the dividends are paid, and is not, in the year in which the dividends are paid, a passive foreign investment company (see “Passive Foreign Investment Company” below). A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. Under current U.S. Treasury Department guidance, our ADSs, which are listed on the NYSE, but not our shares, are treated as readily tradable on an established securities market in the United States. Thus, we do not believe that dividends that we pay on our shares that are not represented by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will continue to be readily tradable on an established securities market in later years, or that our shares will be readily tradable on an established securities market in any given year. Non-corporate U.S. holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss, or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code, will not be eligible for the reduced rates of taxation regardless of the trading status of our shares or ADSs. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisor regarding the application of these rules given your particular circumstances.

The amount of any dividend paid in NT dollars will equal the U.S. dollar value of the NT dollars you receive, calculated by reference to the exchange rate in effect on the date you actually or constructively receive the dividend, which in the case of an ADS will be the date actually or constructively received by the depositary, regardless of whether the NT dollars are actually converted into U.S. dollars. If the NT dollars received as a dividend are converted into U.S. dollars on the date they are actually or constructively received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the NT dollars received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a basis in the NT dollars equal to their U.S. dollar value on the date of receipt. Any gain or loss you realize if you subsequently sell or otherwise dispose of the NT dollars will be treated as ordinary income or loss from sources within the United States for foreign tax credit limitation purposes.

Subject to certain conditions and limitations under the Code, you may be entitled to a credit or deduction against your U.S. federal income taxes for the net amount of any ROC taxes that are withheld from dividend distributions made to you. In determining the amounts withheld in respect of ROC taxes, any reduction of the amount withheld on account of a ROC credit in respect of the 10% unappropriated earnings tax imposed on us is not considered a withholding tax and will not be treated as distributed to you or creditable by you against your U.S. federal income tax. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For purposes of calculating the foreign tax credit, dividends we pay with respect to shares or ADSs will generally be considered passive category income from sources outside the United States. Further, a U.S. holder that:

•

has held shares or ADSs for less than a specified minimum period during which it is not protected from risk of loss, or

•

is obligated to make payments related to the dividends,

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may not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on shares or ADSs. The rules governing the foreign tax credit are complex. We therefore urge you to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

To the extent that the amount of any distribution you receive exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in your adjusted basis in the shares or ADSs and thereby increasing the amount of gain, or decreasing the amount of loss, you will recognize on a subsequent disposition of the shares or ADSs. The balance in excess of adjusted basis, if any, will be taxable to you as capital gain recognized on a sale or exchange. However, we do not expect to keep earnings and profits in accordance with U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend.

It is possible that pro rata distributions of shares or ADSs to all stockholders may be made in a manner that is not subject to U.S. federal income tax. The basis of any new shares or ADSs so received will generally be determined by allocating your basis in the old shares or ADSs between the old shares or ADSs and the new shares or ADSs, based on their relative fair market values on the date of distribution.

For U.S. tax purposes, any such tax-free share distribution would not result in foreign source income to you. Consequently, you may not be able to use the foreign tax credit associated with any ROC withholding tax imposed on such distributions unless you can use the credit (subject to applicable limitations) against U.S. federal income tax due on other foreign source income in the appropriate category for foreign tax credit purposes.

Taxation of Capital Gains

When you sell or otherwise dispose of your shares or ADSs, you will generally recognize capital gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized for the shares or ADSs and your basis in the shares or ADSs, determined in U.S. dollars. Such gain or loss will generally be long-term capital gain or loss if you have held the shares or ADSs for more than one year. If you are an individual or other non-corporate holder, long-term capital gains will be eligible for reduced rates of taxation. Your ability to deduct capital losses is subject to limitations. For foreign tax credit limitation purposes, such gain or loss will generally be treated as U.S. source gain or loss. Consequently, you may not be able to use the foreign tax credit arising from any ROC tax imposed on the disposition of shares or ADSs unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources.

Any ROC securities transaction taxes that you pay generally will not be creditable foreign taxes for U.S. federal income tax purposes, but you may be able to deduct such taxes, subject to certain limitations under the Code. You are urged to consult your tax advisors regarding the U.S. federal income tax consequences of these taxes.

Passive Foreign Investment Company

We believe that we were not a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for our taxable year ending on December 31, 2015, and we do not expect to become a PFIC for our current taxable year or in the future, although there can be no assurance in this regard. If we were treated as a PFIC for any taxable year during which you held our shares or ADSs, you could be subject to additional U.S. federal income taxes on gain recognized with respect to the shares or ADSs and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules.

Non-corporate U.S. holders will not be eligible for reduced rates of taxation on any dividends received from us, if we are a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year.

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Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our shares or ADSs and the proceeds from the sale, exchange or other disposition of our shares or ADSs that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We have filed this annual report on Form 20-F, including exhibits, with the SEC. As allowed by the SEC, in Item 19 of this annual report, we incorporate by reference certain information we have already filed with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this annual report.

You may read and copy this annual report, including the exhibits incorporated by reference in this annual report, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices in New York, New York and Chicago, Illinois. You also can obtain copies of this annual report, including the exhibits incorporated by reference in this annual report, from the SEC’s Public Reference Room and regional offices upon payment of a duplicating fee.

The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. Our annual report and some of the other information submitted by us to the SEC may be accessed through this web site.

I. Subsidiary Information

Not applicable.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss related to adverse changes in market prices, including interest rates and foreign exchange rates, of financial instruments. In the normal course of business, we are routinely subject to a variety of risks, including market risk associated with interest rate movements, currency rate movements on non-NT dollar denominated assets and liabilities and equity price movements on our portfolio of equity securities.

We regularly assess these financial instruments and their ability to address market risk and have established policies and business practices to protect against the adverse effects of these and other potential exposures.

Interest Rate Risk

We do not expect interest rate risk to have a material impact on our financial condition and results of operations. Please refer to “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” for a discussion of our loans.

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For our non-fixed interest rate loans, the interest rates will change in accordance with the fixed rates of the banks we borrowed from. For the financial assets, the risk associated with fluctuating interest rates is principally confined to our cash deposits in banks, which is one of the many ways we manage our capital. Assuming an increase or decrease of 0.25% in the interest rates of our non-fixed interest rate financial assets and loans, our profit before tax for the year ended December 31, 2015 would have increased or decreased by NT$11.8 million (US$0.4 million). We have not used any derivative financial instruments to hedge interest rate risk. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. As of December 31, 2015, our cash and cash equivalents amounted to NT$30.3 billion (US$0.9 billion). Interest income from our cash deposits in banks accounts for only a very small percentage of our total revenue. Therefore, we believe our exposure to interest rate risk is immaterial.

Foreign Currency Risk

We are exposed to foreign currency risk as a result of (i) our foreign currency and derivative trading activities; (ii) our telecommunications equipment being sourced from overseas suppliers; (iii) our international settlement payments associated with our services for international calls and roaming traffic; and (iv) securities denominated in foreign currencies.

We entered into forward exchange contracts to reduce our exposure to foreign currency risk due to fluctuations in exchange rates. Outstanding forward exchange contracts on December 31, 2015 were as follows:


FX Instrument	Currencies Involved	Maturity Period	Contract Amount
Forward exchange contracts-Buy	EUR$/NT$	2016.03-06	EUR$18 million/NT$659 million
Forward exchange contracts-Buy	US$/NT$	2016.01	US$1 million/NT$26 million
Forward exchange contracts-Buy	EUR$/NT$	2016.03-06	EUR$9 million/NT$306 million

Note 38 to our consolidated financial statements included elsewhere in this annual report provides a sensitivity analysis for foreign currency risk.

Equity Price Risk

We are exposed to equity price risk as a result of our available-for-sale equity securities, including publicly-traded equities, and we manage our equity investment portfolio in accordance with our internal policies and procedures.

The table below presents the carrying amount and unrealized gain or loss for our available-for-sale equity securities traded in an active market and with quoted market price as of December 31, 2015.

Carrying
Amount

Unrealized
Gain

Unrealized
Loss

NT$

(in millions)

Available-for-sale equity securities

Domestic listed stocks and emerging stocks

3,243

680

There is no significant or prolonged decline in the fair value of the security below its cost and we consider there is no objective evidence of impairment.

The total value of our listed available-for-sale equity portfolio amounted to NT$3.2 billion (US$98.9 million) as of December 31, 2015, which decreased approximately 17% compared with the total value of our listed equity portfolio as of December 31, 2014. This decrease was mainly due to the decreasing price of

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the equity securities held by us. Compared to a net unrealized gain of NT$920 million on our equity portfolio at the end of 2014, we recognized a net unrealized loss of NT$671 million (US$20.5 million) on our equity portfolio as of December 31, 2015. The net unrealized loss was mainly due to the decreasing price of the equity securities mentioned above.

For the year ended December 31, 2015, we recognized other-than-temporary impairment losses for listed stocks of NT$25.9 million (US$0.8 million) and we recognized an impairment loss of NT$81.3 million (US$2.5 million) for non-listed stock. The value of our equity holdings fluctuates depending on the market conditions. Assuming an increase or decrease of 5% in the equity prices, our comprehensive income for the year ended December 31, 2015 would have increased or decreased by NT$162.1 million (US$4.9 million). However, we do not expect the gains and losses in the values of the equities that we hold to have a material impact on our financial condition and results of operations.

Other Market Risk

We have made investments in corporate bonds and bank debentures issued by domestic public companies with strong industry leadership and solid profits. Industries in which we have invested include materials, financials, utilities, technology, and so on. As of December 31, 2015, total value of our investments in corporate bonds and bank debentures amounted to NT$4.0 billion (US$122.6 million), all of which were classified as held-to-maturity financial assets. The fair value of these corporate bonds and bank debentures is valued using market-based observable inputs including duration, yield rate and credit rating, which are subject to fluctuation based on many factors such as prevailing market conditions. However, we do not expect the gains and losses in the values of these investments to have a material impact on our financial condition and results of operations.

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable

B. Warrants and Rights

Not applicable

C. Other Securities

Not applicable

D. American Depositary Shares

Depositary Fees

Under the terms of the deposit agreement for our ADSs, an ADS holder may have to pay the following service fees to the depositary:


Service		Fees
Issuance of ADSs		Up to US$5.00 per 100 ADS issued
Cancellation of ADSs		Up to US$5.00 per 100 ADS cancelled
Distribution of cash dividends or other cash distributions		Up to US$2.00 per 100 ADS held
Distribution of ADSs pursuant to stock dividends, free stock distributions or exercises of rights		Up to US$5.00 per 100 ADS held
Distribution of securities other than ADSs or rights to purchase additional ADSs		Up to US$5.00 per 100 ADS held

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Depositary Charges

In addition, an ADS holder shall be responsible for the following charges:

•

taxes (including applicable interest and penalties) and other governmental charges;

•

such registration fees as may from time to time be in effect for the registration of common shares or other deposited securities on the share register and applicable to transfers of common shares or other deposited securities to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;

•

such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the deposit agreement to be at the expense of ADS holders and beneficial owners of ADSs;

•

the expenses and charges incurred by the depositary in the conversion of foreign currency; and

•

the fees and expenses incurred by the depositary, the custodian or any nominee in connection with the servicing or delivery of deposited securities.

Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly-issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for cancellation. The brokers in turn charge these transaction fees to their clients.

Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date. The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividends, rights offerings), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or un-certificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts via the central clearing and settlement system, The Depository Trust Company, or DTC, the depositary generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary.

In the event of refusal to pay the depositary fees and charges, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

The fees and charges ADS holders may be required to pay may vary over time and may be changed by us and by the depositary. ADS holders will receive prior notice of such changes.

Payments by Depositary

In 2015, we received US$0.8 million net payments (after deducting the 30% U.S. withholding tax) from JPMorgan Chase Bank, N.A., the Depositary Bank for our American Depository Receipt, or ADR, program. The payments were intended to cover certain of our expenses incurred in relation to the ADR program for the year, including:

•

investor relations efforts;

•

legal fees, NYSE listing fees, proxy process expenses, and SEC filing fees;

•

Sarbanes-Oxley and accounting related expenses in connection with ongoing SEC compliance and listing requirements; and

•

other ADR program-related expenses.

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PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this annual report, an evaluation has been carried out under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective in ensuring that material information required to be disclosed in this annual report is recorded, processed, summarized and reported to them for assessment, and required disclosure is made within the time period specified in the rules and forms of the SEC.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, for our company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB), or IFRSs, and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRSs, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015 using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2015 based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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Deloitte & Touche, an independent registered public accounting firm who has also audited our consolidated financial statements as of and for the year ended December 31, 2015, has issued an attestation report on the effectiveness of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Attestation Report of the Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Chunghwa Telecom Co., Ltd.

We have audited the internal control over financial reporting of Chunghwa Telecom Co., Ltd. and subsidiaries (the “Company”) as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) (“IFRSs”). A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRSs, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2015 of the Company and our report dated April 27, 2016 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the convenience translation of New Taiwan dollar amounts into U.S. dollar amounts.

/s/ DELOITTE & TOUCHE

Deloitte & Touche

Taipei, Taiwan

The Republic of China

April 27, 2016

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

Chung-Fern Wu is our audit committee financial expert and independent director. See “Item 6. Directors, Senior Management and Employees—C. Board Practices.”

The SEC has indicated that the designation of Dr. Wu as the audit committee financial expert does not: (i) make Dr. Wu an “expert” for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended, as a result of this designation; (ii) impose any duties, obligations or liability on Dr. Wu that are greater than those imposed on her as a member of the audit committee and the board of directors in the absence of such designation; or (iii) affect the duties, obligations or liability of any other member of the audit committee or the board of directors.

ITEM 16B.

CODE OF ETHICS

We have adopted a Code of Ethics and Ethical Corporate Management Best Practice Principles that applies to our directors, managers and employees, including our chief executive officer and chief financial officer. We have posted a copy of our Code of Ethics and Ethical Corporate Management Best Practice Principles on our website at http://www.cht.com.tw/en/aboutus/companyrules.html

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte & Touche, our principal accountant for the years indicated. We did not pay any other fees to Deloitte & Touche during the periods indicated below.


	Year Ended December 31
	2014		2015
	NT$		NT$		US$
	(in millions)
Audit fees⁽¹⁾		60.2		63.0		1.9
Audit-related fees⁽²⁾		—		—		—
Tax fees⁽³⁾		—		0.2		—
All other fees⁽⁴⁾		1.2		—		—

(1)

“Audit fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements or services that are normally provided by the auditors in connection with statutory and regulatory filings or engagements.

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(2)

“Audit-related fees” means the aggregate fees billed in each of the fiscal years listed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees”. Services comprising the fees disclosed under the category of “Audit related fees” involve principally the issuance of agreed upon procedures letters.

(3)	“Tax fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning. Services comprising the fees disclosed under the category of “Tax Fees” involve tax advice.

(4)

“All other fees” means the aggregate fees billed in each of the last two fiscal years for products and services provided by our principal accountant other than the services reported in items (1) to (3) above. The amount for the years ended December 31, 2014 mainly consisted of professional services rendered by the Deloitte & Touche for consultation of the Personal Information Protection Act.

All audit and non-audit services provided by Deloitte & Touche were pre-approved by our audit committee according to the revised Rule 201(c) (7) of Regulation S-X, entitled “Audit Committee Administration of the Engagement”, that served to strengthen requirements regarding auditor independence.

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G.

CORPORATE GOVERNANCE

As a ROC company listed on the NYSE, we are subject to the U.S. corporate governance rules to the extent that these rules are applicable to foreign private issuers. The following summary details the significant differences between our corporate governance practices and corporate governance standards for non-foreign private issuers (e.g., U.S. companies) under the NYSE Listed Company Manual.

Under Section 303A of the NYSE Listed Company Manual, NYSE-listed foreign private issuers may, in general, follow their home country corporate governance practices in lieu of most of the new NYSE corporate governance requirements. However, all NYSE-listed foreign private issuers must comply with Sections 303A.06, 303A.11, 303A.12(b) and 303A.12(c) of the NYSE Listed Company Manual.

The Legal Framework. In general, corporate governance principles for Taiwanese companies are set forth in the ROC Company Act, the ROC Securities Exchange Act, regulations promulgated by the Securities and Futures Bureau of the FSC and, to the extent they are listed on the TWSE, listing rules of the TWSE. Corporate governance principles under provisions of ROC law may differ in significant ways to corporate governance standards for non-foreign private issuers listed on the NYSE. Committed to high standards of corporate governance, we have generally brought our corporate governance in line with U.S. regulations. However, we have not adopted certain recommended NYSE corporate governance standards where such standards are not in conformity with ROC laws or regulations or generally prevailing business practices in Taiwan. We believe the following to be the significant differences between our corporate governance practices and NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE.

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Director Independence. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to have a majority of independent directors on the board of directors. The ROC Securities Exchange Act requires the independent directors of a public company to comprise of no less than one-fifth of the board of directors. We currently have five independent directors on our thirteen-member board of directors. We follow the standards regulated under ROC Securities Exchange Act and by the FSC for determining director independence, which are comparable to the standards imposed by the NYSE.

In addition, under the ROC requirements, our board of directors is not required to make a formal determination of a director’s independence. Nevertheless, we believe that our independent directors are free from any business or other relationships that would impair the exercise of their independent judgment. Furthermore, pursuant to the NYSE Listed Company Manual, non-executive directors must meet on a regular basis without the management directors present. All of our directors attend our board of directors’ meetings; however, no separate meeting is held among non-executive directors.

Audit Committee. On April 1, 2003, the SEC adopted final rules relating to the audit committee requirements. Foreign private issuers listed on the NYSE were required to comply with the related NYSE corporate governance rules by July 31, 2005. Our audit committee was established in September 2004 in accordance with the rules set forth in the NYSE Listed Company Manual. According to the NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE, the board must review status of any audit member that serves on more than three audit committees. There is no such requirement under the ROC law, which allows a person to serve as an independent director on up to four public companies in the ROC.

Section 303A.07 of the NYSE Listed Company Manual requires issuers to have at least three directors on the audit committee that meets the definition of independence set forth under Rule 10A-3 of the Exchange Act and Section 303A of the NYSE Listed Company Manual. There is no such requirement under the ROC law, which requires all independent directors of a public company to be members of the audit committee if the company has established such a committee.

On February 20, 2013, the FSC of the ROC announced that any (i) financial holding company, bank, bill finance company or insurance company, (ii) listed company whose paid-in capital reaches NT$50 billion or (iii) integrated securities firm controlled by a financial holding company, should establish an audit committee to replace supervisors. As a result, our new audit committee started from the date of the annual general meeting on June 25, 2013. See “Item 6. Directors, Senior Management and Employees—C. Board Practices.” As a result, we now simultaneously comply with the relevant rules of the NYSE Listed Company Manual and the relevant rules and regulations in the ROC.

Nominating/Corporate Governance Committee and Corporate Governance Principles. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to have a nominating/corporate governance committee, composed entirely of independent directors. In addition to identifying individuals qualified to become board members, the nominating/corporate governance committee must develop and recommend to the board a set of corporate governance principles. The ROC Company Act does not require companies incorporated in the ROC to have a nominating/corporate governance committee. We do not currently have a nominating committee or a corporate governance committee.

Currently, our board of directors performs the duties of a corporate governance committee and regularly reviews our corporate governance principles and practices. The ROC Company Act requires that directors shall be elected by stockholders. Our articles of incorporation requires us, beginning in the fifth commencement, to establish at least three independent directors in the number of directors. The elections for directors shall proceed with the candidate nomination system; the stockholders shall elect the directors from among the nominees listed in the roster of director candidates. Stockholders holding stock over 1% are entitled to nominate candidates of directors in written to us. The numbers of candidates nominated by stockholders shall not exceed the numbers of

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directors to be elected; neither the numbers of candidates nominated by the Board. Elections for independent and non-independent directors shall proceed concurrently, and the number of elected independent and non-independent directors shall be calculated separately.

Non-foreign private issuers listed on the NYSE are also required to adopt and disclose corporate governance guidelines. We currently comply with the ROC Non-Binding Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies promulgated by the TWSE, or Best Practice Principles, and we provide an explanation of differences between our practice and the principles, if any, in our ROC annual report.

Compensation Committee. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to have a compensation committee, composed entirely of independent directors. The Article 14-6 of ROC Securities and Exchange Act requires all listed companies to establish a compensation committee for directors, supervisors and managers’ compensation, which includes salary, stock options and other rewards, as well as authorizes the Competent Authority (i.e., FSC) to enact a regulation on the authorities of the compensation committee and the qualifications of its members. See “Item 6. Directors, Senior Management and Employees—C. Board Practices” for description of our compliance.

Code of Business Conduct and Ethics. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies must adopt a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. We have adopted Code of Ethics which applies to our directors, managers and employees, and Ethical Corporate Management Best Practice Principles that applies to our directors, managers, employees and persons having substantial control over us. We have filed Code of Ethics and Ethical Corporate Management Best Practice Principles as an exhibit to our annual report filed with the U.S. SEC and a copy is available to any stockholder upon request.

Equity Compensation Plans. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require that equity compensation plans be approved by a company’s stockholders. Under the ROC Company Act and the ROC Securities and Exchange Act, the distribution of bonuses to employees should be decided by the board of directors and reported to stockholders. Stockholders’ approval is required for any issuances of restricted stock to employees, and the board of director has authority to approve employee stock option plans and to grant options to employees pursuant to such plans, subject to the approval of the FSC and to approve share buy-back programs and transfer of shares to employees under such programs. We intend to follow only the ROC requirements.

Means to Communicate with Non-Management Directors. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to establish a means for stockholders, employees and other interested parties to communicate with non-management directors. The ROC law does not have comparable requirements. However, according to the Best Practice Principles, companies are required to establish channels of communication with employees and encourage employees to communicate directly with the management or directors so as to reflect employees’ opinions about the management, financial conditions and material decisions of the company concerning employee welfare. We have complied with these provisions.

Internal Audit Function. The NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies to establish an internal audit function to provide management and the audit committee with assessments of the company’s risk management processes and system of internal control. We have complied with the Best-Practice Principles by setting up an internal control/audit system in accordance with the ROC Regulations Governing Establishment of Internal Control Systems by Public Companies.

CEO Certification to the NYSE. The NYSE listing standards require the CEO of companies to certify compliance with NYSE corporate governance standards annually. ROC law does not contain such requirement. In this regard, we only follow ROC corporate governance requirement which does not require CEO annual

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certification. However, our CEO and CFO are required to certify in the 20-F annual report that, to his or her knowledge the information contained therein fairly represents in all material respects the financial condition and results of operations of our company.

ITEM 16H.

MINE SAFETY DISCLOSURE

Not applicable.

PART III

ITEM 17.

FINANCIAL STATEMENTS

The Registrant has elected to provide the consolidated financial statements and related information specified in Item 18 in lieu of Item 17.

ITEM 18.

FINANCIAL STATEMENTS

The following is a list of the consolidated financial statements and report of independent registered public accounting firm included in this annual report beginning on page F-1.

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INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page


Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets as of December 31, 2014 and 2015			F-2
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2014 and 2015			F-4
Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2014 and 2015			F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2014 and 2015			F-7
Notes to Consolidated Financial Statements			F-9

ITEM 19.

EXHIBITS


Exhibit Number		Description of Exhibits

1.1		Statute of Chunghwa Telecom Co., Ltd., as last amended on November 29, 2000, which was subsequently abolished by the President of the ROC on December 24, 2014 (English translation) (incorporated by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2003 (File No. 001-31731) filed with the Commission on May 17, 2004).

1.2*		Articles of incorporation of Chunghwa Telecom Co., Ltd. (English translation), as last amended by Annual General Meeting on June 26, 2015.

2.1		Form of Amended and Restated Deposit Agreement dated as of November 2007 among Chunghwa Telecom Co. Ltd., JPMorgan Chase Bank, N.A., as depositary, and all holders from time to time of ADRs issued thereunder, including the Form of American Depositary Receipt (incorporated by reference to Exhibit (a) to the Registrant’s Registration Statement on Form F-6 (File No. 333-147321) filed with the Commission on November 13, 2007).

8.1*		List of Subsidiaries.

11.1		Code of Ethics as approved by the board of directors on August 13, 2013 (English translation) (incorporated by reference to Exhibit 11.1 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013 (File No. 001-31731) filed with the Commission on April 28, 2014).

11.2		Ethical Corporate Management Best Practice Principles as approved by the board of directors on August 13, 2013 (English translation) (incorporated by reference to Exhibit 11.2 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013 (File No. 001-31731) filed with the Commission on April 28, 2014).

12.1*		Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2*		Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1*		Certification of our Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2*		Certification of our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


CHUNGHWA TELECOM CO., LTD.

By:		/s/ LIH-SHYNG TSAI
		Name: Lih-Shyng Tsai
		Title: Chairman and Chief Executive Officer

Date: April 27, 2016

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Chunghwa Telecom Co., Ltd.

We have audited the accompanying consolidated balance sheets of Chunghwa Telecom Co., Ltd. and subsidiaries (the “Company”) as of December 31, 2014 and 2015, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2015, all expressed in New Taiwan dollars. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Chunghwa Telecom Co., Ltd. and subsidiaries as of December 31, 2014 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with International Financial Reporting Standards as issued by the International Accounting Standard Board (“IASB”).

Our audits also comprehended the translation of New Taiwan dollar amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 6 to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of the readers.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 27, 2016 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Deloitte & Touche

Taipei, Taiwan

The Republic of China

April 27, 2016

F-1

CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2015

(In Millions of New Taiwan or U.S. Dollars)


			2014		2015
	Notes		NT$		NT$		US$ (Note 6)
ASSETS

CURRENT ASSETS
Cash and cash equivalents		3, 7	$	23,560	$	30,271	$	923
Financial assets at fair value through profit or loss		3, 8		1		—		—
Hedging derivative assets		3, 21		—		1		—
Available-for-sale financial assets		3, 9		—		—		—
Held-to-maturity financial assets		3, 10		3,457		1,881		57
Trade notes and accounts receivable, net		3, 4, 11		26,228		26,926		821
Accounts receivable from related parties		40		81		42		1
Inventories		3, 4, 12, 41		7,097		8,780		268
Prepayments		13, 40		2,444		2,669		81
Other current monetary assets		14, 28		3,325		3,301		101
Other current assets		20, 32, 41		3,219		2,336		72

Total current assets				69,412		76,207		2,324

NONCURRENT ASSETS
Available-for-sale financial assets		3, 9		6,281		5,511		168
Held-to-maturity financial assets		3, 10		4,028		2,140		65
Investments accounted for using equity method		3, 16		2,750		2,895		88
Property, plant and equipment		3, 4, 17, 40, 41		302,650		296,399		9,039
Investment properties		3, 4, 18		7,621		7,902		241
Intangible assets		3, 4, 19		42,825		50,447		1,538
Deferred income tax assets		3, 32		1,826		2,061		63
Prepayments		13, 40		3,504		3,612		110
Other noncurrent assets		20, 28, 41		5,601		5,597		172

Total noncurrent assets				377,086		376,564		11,484

TOTAL			$	446,498	$	452,771	$	13,808

(Continued)

F-2


			2014		2015
	Notes		NT$		NT$		US$ (Note 6)
LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term loans		22	$	564	$	110	$	3
Financial liabilities at fair value through profit or loss		3, 8		—		—		—
Hedging derivative liabilities		3, 21		—		—		—
Trade notes and accounts payable		24		18,519		16,301		497
Payables to related parties		40		408		611		19
Current tax liabilities		3, 32		6,982		9,171		280
Other payables		25		24,335		25,487		777
Provisions		3, 26		179		190		6
Advance receipts		27		9,913		9,567		292
Current portion of long-term loans		23, 41		—		8		—
Other current liabilities				1,619		1,501		46

Total current liabilities				62,519		62,946		1,920

NONCURRENT LIABILITIES
Long-term loans		23, 41		1,900		1,742		53
Deferred income tax liabilities		3, 32		132		148		5
Provisions		3, 26		93		58		2
Customers’ deposits		40		4,759		4,726		144
Net defined benefit liabilities		3, 4, 28		6,470		7,099		216
Deferred revenue		3		3,398		3,616		110
Other noncurrent liabilities				1,515		3,097		94

Total noncurrent liabilities				18,267		20,486		624

Total liabilities				80,786		83,432		2,544

EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE PARENT
Common stocks				77,574		77,574		2,366
Additional paid-in capital				146,720		146,733		4,475
Retained earnings
Legal reserve				76,893		77,574		2,366
Special reserve				2,820		2,676		82
Unappropriated earnings				55,895		59,448		1,813

Total retained earnings				135,608		139,698		4,261

Other adjustments				886		269		8

Total equity attributable to stockholders of the parent		15, 29		360,788		364,274		11,110
NONCONTROLLING INTERESTS		15, 29		4,924		5,065		154

Total equity				365,712		369,339		11,264

TOTAL			$	446,498	$	452,771	$	13,808

The accompanying notes are an integral part of the consolidated financial statements.

F-3

CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In Millions of New Taiwan or U.S. Dollars, Except Earnings Per Share That Are in New Taiwan or U.S. Dollars)


			2013			2014			2015
	Notes		NT$			NT$			NT$			US$ (Note 6)
REVENUES		30, 40	$	227,981		$	226,609		$	231,795		$	7,069
OPERATING COSTS		12, 40		147,289			148,380			148,126			4,517

GROSS PROFIT				80,692			78,229			83,669			2,552

OPERATING EXPENSES
Marketing				25,164			26,145			25,071			765
General and administrative				4,190			4,414			4,515			138
Research and development				3,726			3,504			3,617			110

Total operating expenses		40		33,080			34,063			33,203			1,013

OTHER INCOME AND EXPENSES		31		59			631			(105	)		(3	)

INCOME FROM OPERATIONS				47,671			44,797			50,361			1,536

NON-OPERATING INCOME AND EXPENSES
Interest income				563			288			306			9
Other income		31, 40		356			587			650			20
Other gains and losses		31, 40		(124	)		124			(228	)		(6	)
Interest expenses				(36	)		(46	)		(33	)		(1	)
Share of the profit of associates and joint ventures accounted for using equity method		16		666			802			897			27

Total non-operating income and expenses				1,425			1,755			1,592			49

INCOME BEFORE INCOME TAX				49,096			46,552			51,953			1,585
INCOME TAX EXPENSE		3, 32		6,478			8,985			9,101			278

NET INCOME				42,618			37,567			42,852			1,307

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified to profit or loss:
Remeasurements of defined benefit pension plans		28		(617	)		(492	)		(231	)		(7	)
Share of remeasurements of defined benefit pension plans of associates and joint ventures				(39	)		1			(25	)		(1	)
Income tax benefit relating to items that will not be reclassified to profit or loss		28, 32		105			84			39			1

				(551	)		(407	)		(217	)		(7	)

Items that may be reclassified subsequently to profit or loss:
Exchange differences arising from the translation of the foreign operations			$	129		$	164		$	24		$	1

(Continued)

F-4

CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In Millions of New Taiwan or U.S. Dollars, Except Earnings Per Share That Are in New Taiwan or U.S. Dollars)


			2013			2014		2015
	Notes		NT$			NT$		NT$			US$ (Note 6)
Unrealized gain (loss) on available-for-sale financial assets		31		(392	)		878		(645	)		(20	)
Cash flow hedges		21, 31		—			—		1			—
Share of exchange differences arising from the translation of the foreign operations of associates and joint ventures		16		4			4		6			—
Income tax benefit (expense) relating to items that may be reclassified subsequently		32		(6	)		3		(2	)		—

				(265	)		1,049		(616	)		(19	)

Total other comprehensive income (loss), net of income tax				(816	)		642		(833	)		(26	)

TOTAL COMPREHENSIVE INCOME			$	41,802		$	38,209	$	42,019		$	1,281

NET INCOME ATTRIBUTABLE TO
Stockholders of the parent			$	41,494		$	36,970	$	42,039		$	1,282
Noncontrolling interests		15		1,124			597		813			25

			$	42,618		$	37,567	$	42,852		$	1,307

COMPREHENSIVE INCOME ATTRIBUTABLE TO
Stockholders of the parent			$	40,636		$	37,594	$	41,207		$	1,256
Noncontrolling interests				1,166			615		812			25

			$	41,802		$	38,209	$	42,019		$	1,281

EARNINGS PER SHARE		33
Basic			$	5.35		$	4.77	$	5.42		$	0.17

Diluted			$	5.34		$	4.76	$	5.41		$	0.17

EARNINGS PER EQUIVALENT ADS
Basic			$	53.49		$	47.66	$	54.19		$	1.65

Diluted			$	53.40		$	47.58	$	54.06		$	1.65


The accompanying notes are an integral part of the consolidated financial statements.			(Concluded)

F-5

CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In Millions of New Taiwan or U.S. Dollars)


	Equity Attributable to Stockholders of the Parent
																	Other Adjustments
	Common stocks		Additional Paid-in Capital			Retained Earnings											Exchange Differences Arising from the Translation of the Foreign Operations			Unrealized Gain (Loss) on Available-for-sale Financial Assets			Cash Flow Hedges		Total Other Adjustments			Total Equity Attributable to Stockholders of the Parent			Noncontrolling Interests			Total Equity
	Common stocks		Additional Paid-in Capital			Legal Reserve		Special Reserve			Unappropriated Earnings			Total Retained Earnings									Cash Flow Hedges		Total Other Adjustments						Noncontrolling Interests			Total Equity
	NT$		NT$			NT$		NT$			NT$			NT$			NT$			NT$			NT$		NT$			NT$			NT$			NT$
BALANCE, JANUARY 1, 2013	$	77,574	$	168,877		$	70,829	$	2,676		$	39,037		$	112,542		$	(97	)	$	258		$	—	$	161		$	359,154		$	4,336		$	363,490
Appropriation of 2012 earnings
Legal reserve		—		—			3,990		—			(3,990	)		—			—			—			—		—			—			—			—
Cash dividends paid by Chunghwa		—		—			—		—			(35,913	)		(35,913	)		—			—			—		—			(35,913	)		—			(35,913	)
Cash dividends paid by subsidiaries to noncontrolling interests		—		—			—		—			—			—			—			—			—		—			—			(811	)		(811	)
Cash distributed from additional paid-in capital		—		(5,589	)		—		—			—			—			—			—			—		—			(5,589	)		—			(5,589	)
Net income for the year ended December 31, 2013		—		—			—		—			41,494			41,494			—			—			—		—			41,494			1,124			42,618
Other comprehensive income for the year ended December 31, 2013		—		—			—		—			(553	)		(553	)		103			(408	)		—		(305	)		(858	)		42			(816	)

Total comprehensive income for the year ended December 31, 2013		—		—			—		—			40,941			40,941			103			(408	)		—		(305	)		40,636			1,166			41,802

Exercise of employee stock option of subsidiaries		—		6			—		—			—			—			—			—			—		—			6			44			50
Compensation cost of employee stock options of a subsidiary		—		—			—		—			—			—			—			—			—		—			—			70			70
Employee stock bonus issued by a subsidiary		—		—			—		—			—			—			—			—			—		—			—			2			2
Increase in noncontrolling interests		—		—			—		—			—			—			—			—			—		—			—			39			39

BALANCE, DECEMBER 31, 2013		77,574		163,294			74,819		2,676			40,075			117,570			6			(150	)		—		(144	)		358,294			4,846			363,140
Appropriation of 2013 earnings
Legal reserve		—		—			2,074		—			(2,074	)		—			—			—			—		—			—			—			—
Special reserve		—		—			—		144			(144	)		—			—			—			—		—			—			—			—
Cash dividends paid by Chunghwa		—		—			—		—			(18,526	)		(18,526	)		—			—			—		—			(18,526	)		—			(18,526	)
Cash dividends distributed by subsidiaries to noncontrolling interests		—		—			—		—			—			—			—			—			—		—			—			(797	)		(797	)
Cash distributed from additional paid-in capital		—		(16,577	)		—		—			—			—			—			—			—		—			(16,577	)		—			(16,577	)
Change in additional paid-in capital from share subscription not based on original ownership of a subsidiary		—		3			—		—			—			—			—			—			—		—			3			—			3
Net income for the year ended December 31, 2014		—		—			—		—			36,970			36,970			—			—			—		—			36,970			597			37,567
Other comprehensive income for the year ended December 31, 2014		—		—			—		—			(406	)		(406	)		140			890			—		1,030			624			18			642

Total comprehensive income for the year ended December 31, 2014		—		—			—		—			36,564			36,564			140			890			—		1,030			37,594			615			38,209

Compensation cost of employee stock options of a subsidiary		—		—			—		—			—			—			—			—			—		—			—			93			93
Employee stock bonus issued by a subsidiary		—		—			—		—			—			—			—			—			—		—			—			5			5
Increase in noncontrolling interests		—		—			—		—			—			—			—			—			—		—			—			162			162

BALANCE, DECEMBER 31, 2014		77,574		146,720			76,893		2,820			55,895			135,608			146			740			—		886			360,788			4,924			365,712

Appropriation of 2014 earnings
Legal reserve		—		—			681		—			(681	)		—			—			—			—		—			—			—			—
Special reserve		—		—			—		(144	)		144			—			—			—			—		—			—			—			—
Cash dividends paid by Chunghwa		—		—			—		—			(37,673	)		(37,673	)		—			—			—		—			(37,673	)		—			(37,673	)
Cash dividends paid by subsidiaries to noncontrolling interests		—		—			—		—			—			—			—			—			—		—			—			(350	)		(350	)
Reversal of special reserve recognized from land disposal		—		—			—		—			—			—			—			—			—		—			—			—			—
Partial disposal of interests in subsidiaries		—		27			—		—			—			—			—			—			—		—			27			18			45
Other changes in additional paid-in capital in subsidiaries		—		1			—		—			—			—			—			—			—		—			1			2			3
Change in additional paid-in capital from share subscription not based on original ownership of a subsidiary		—		—			—		—			—			—			—			—			—		—			—			—			—
Net income for the year ended December 31, 2015		—		—			—		—			42,039			42,039			—			—			—		—			42,039			813			42,852
Other comprehensive income for the year ended December 31, 2015		—		—			—		—			(215	)		(215	)		31			(649	)		1		(617	)		(832	)		(1	)		(833	)

Total comprehensive income for the year ended December 31, 2015		—		—			—		—			41,824			41,824			31			(649	)		1		(617	)		41,207			812			42,019

Compensation cost of employee stock options of subsidiaries		—		—			—		—			—			—			—			—			—		—			—			36			36
Subsidiary purchased its treasury stock		—		(15	)		—		—			(61	)		(61	)		—			—			—		—			(76	)		(416	)		(492	)
Increase in noncontrolling interests		—		—			—		—			—			—			—			—			—		—			—			39			39

BALANCE, DECEMBER 31, 2015	$	77,574	$	146,733		$	77,574	$	2,676		$	59,448		$	139,698		$	177		$	91		$	1	$	269		$	364,274		$	5,065		$	369,339

BALANCE, DECEMBER 31, 2015 (IN MILLIONS OF US$—Note 6)	$	2,366	$	4,475		$	2,366	$	82		$	1,813		$	4,261		$	5		$	3		$	—	$	8		$	11,110		$	154		$	11,264

The accompanying notes are an integral part of the consolidated financial statements.

F-6

CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In Millions of New Taiwan or U.S. Dollars)


	2013			2014			2015
	NT$			NT$			NT$			US$ (Note 6)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$	49,096		$	46,552		$	51,953		$	1,585
Adjustments to reconcile income before income tax to net cash provided by operating activities:
Depreciation		30,954			31,896			30,368			926
Amortization		1,238			2,218			3,080			94
Provision for doubtful accounts		253			326			519			16
Interest expenses		36			46			33			1
Interest income		(563	)		(288	)		(306	)		(9	)
Dividend income		(79	)		(78	)		(218	)		(7	)
Compensation cost of employee stock options		70			93			36			1
Share of the profit of associates and joint ventures accounted for using equity method		(666	)		(802	)		(897	)		(27	)
Impairment loss on available-for-sale financial assets		66			23			107			3
Impairment loss on investments accounted for using equity method		—			—			8			—
Provision for inventory and obsolescence		203			288			198			6
Impairment loss on property, plant and equipment		254			—			138			4
Reversal of impairment loss on investment properties		(246	)		—			(142	)		(4	)
Impairment loss on intangible assets		18			—			—			—
Gain on disposal of financial instruments		(76	)		(46	)		—			—
Loss (gain) on disposal of property, plant and equipment		(85	)		(26	)		109			3
Gain on disposal of investment properties		—			(605	)		—			—
Loss (gain) on disposal of investments accounted for using equity method		(13	)		7			(4	)		—
Valuation loss (gain) on financial assets and liabilities at fair value through profit or loss, net		1			(1	)		—			—
Loss (gain) on foreign exchange, net		19			(164	)		54			2
Changes in operating assets and liabilities:
Decrease (increase) in:
Financial assets held for trading		9			—			1			—
Trade notes and accounts receivable		1,219			(3,617	)		(1,172	)		(36	)
Receivables from related parties		(25	)		(12	)		39			1
Inventories		(855	)		463			(1,852	)		(56	)
Other current monetary assets		(1	)		1,268			(357	)		(11	)
Prepayments		(287	)		(116	)		(327	)		(10	)
Other current assets		590			741			889			27
Increase (decrease) in:
Trade notes and accounts payable		2,076			2,972			(2,223	)		(68	)
Payables to related parties		(280	)		(149	)		203			6
Other payables		447			(1,868	)		1,644			50
Provisions		(14	)		20			(24	)		(1	)
Advance receipts		(730	)		449			1,134			35
Other current liabilities		88			13			(112	)		(3	)
Deferred revenue		(138	)		(303	)		218			7
Net defined benefit liabilities		289			494			439			13

Cash generated from operations		82,868			79,794			83,536			2,548
Interest paid		(36	)		(43	)		(33	)		(1	)
Income tax paid		(7,544	)		(8,373	)		(7,178	)		(219	)

Net cash provided by operating activities		75,288			71,378			76,325			2,328

(Continued)

F-7

CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2013, 2014 AND 2015

(In Millions of New Taiwan or U.S. Dollars)


	2013			2014			2015
	NT$			NT$			NT$			US$ (Note 6)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets	$	(1,822	)	$	(59	)	$	(29	)	$	(1	)
Proceeds from disposal of available-for-sale financial assets		3,989			85			2			—
Acquisition of time deposits and negotiable certificate of deposit with maturities of more than three months		(18,199	)		(411	)		(11,494	)		(350	)
Proceeds from disposal of time deposits and negotiable certificate of deposit with maturities of more than three months		37,928			471			11,824			361
Acquisition of held-to-maturity financial assets		—			—			(1,002	)		(31	)
Proceeds from disposal of held-to-maturity financial assets		4,236			4,258			4,450			136
Capital reduction of available-for-sale financial assets		36			84			44			1
Proceeds from disposal of hedging derivative assets		15			—			—			—
Derecognition of hedging derivative liabilities		(108	)		—			—			—
Acquisition of investments accounted for using equity method		(90	)		(252	)		(6	)		—
Proceeds from disposal of investments accounted for using equity method		24			—			16			—
Capital reduction of investments accounted for using equity method		16			—			—			—
Net cash outflow on acquisition of subsidiaries		—			—			(114	)		(3	)
Acquisition of property, plant and equipment		(36,382	)		(32,559	)		(25,084	)		(765	)
Proceeds from disposal of property, plant and equipment		205			150			4			—
Proceeds from disposal of investment properties		—			1,215			—			—
Acquisition of intangible assets		(39,872	)		(644	)		(10,380	)		(317	)
Decrease (increase) in other noncurrent assets		(291	)		(719	)		72			2
Interest received		672			340			337			10
Cash dividends received		475			667			907			28

Net cash used in investing activities		(49,168	)		(27,374	)		(30,453	)		(929	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term loans		1,399			895			2,750			84
Repayment of short-term loans		(1,256	)		(585	)		(3,258	)		(99	)
Proceeds from long-term loans		—			348			—			—
Repayment of long-term loans		(358	)		(148	)		(190	)		(6	)
Increase in repurchase agreement collateralized by bonds		2,925			13,000			—			—
Decrease in repurchase agreement collateralized by bonds		(2,925	)		(13,000	)		—			—
Decrease in customers’ deposits		(50	)		(69	)		(37	)		(1	)
Increase in other noncurrent liabilities		22			181			12			—
Cash dividends and cash distributed from additional paid-in capital		(41,502	)		(35,103	)		(37,673	)		(1,149	)
Proceeds from exercise of employee stock option granted by subsidiaries		50			—			—			—
Cash dividends paid to noncontrolling interests		(811	)		(797	)		(350	)		(11	)
Partial disposal of interests in subsidiaries without losing control		—			—			45			1
Other change in noncontrolling interests		42			162			(485	)		(15	)

Net cash used in financing activities		(42,464	)		(35,116	)		(39,186	)		(1,196	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	$	(9	)	$	87		$	25		$	1

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(16,353	)		8,975			6,711			204
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR		30,938			14,585			23,560			719

CASH AND CASH EQUIVALENTS, END OF THE YEAR	$	14,585		$	23,560		$	30,271		$	923


The accompanying notes are an integral part of the consolidated financial statements.			(Concluded)

F-8

CHUNGHWA TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Millions of New Taiwan, Unless Stated Otherwise)

1.	GENERAL

Chunghwa Telecom Co., Ltd. (“Chunghwa”) was incorporated on July 1, 1996 in the Republic of China (“ROC”) pursuant to the Article 30 of the Telecommunications Act. Chunghwa is a company limited by shares and, prior to August 2000, was wholly owned by the Ministry of Transportation and Communications (“MOTC”). Prior to July 1, 1996, the current operations of Chunghwa were carried out under the Directorate General of Telecommunications (“DGT”). The DGT was established by the MOTC in June 1943 to take primary responsibility in the development of telecommunications infrastructure and to formulate policies related to telecommunications. On July 1, 1996, the telecom operations of the DGT were spun-off as Chunghwa which continues to carry out the business and the DGT continues to be the industry regulator.

As the dominant telecommunications service provider of domestic and international fixed-line, Global System for Mobile Communications (“GSM”), and Third Generation (“3G”) in the ROC, Chunghwa is subject to additional regulations imposed by the ROC.

Effective August 12, 2005, the MOTC completed the process of privatizing Chunghwa by reducing the government ownership to below 50% in various stages. In July 2000, Chunghwa received approval from the Securities and Futures Commission (the “SFC”) for a domestic initial public offering and its common stocks were listed and traded on the Taiwan Stock Exchange (the “TWSE”) on October 27, 2000. Certain of Chunghwa’s common stocks were sold, in connection with the foregoing privatization plan, in domestic public offerings at various dates from August 2000 to July 2003. Certain of Chunghwa’s common stocks were also sold in an international offering of securities in the form of American Depository Shares (“ADS”) on July 17, 2003 and were listed and traded on the New York Stock Exchange (the “NYSE”). The MOTC sold common stocks of Chunghwa by auction in the ROC on August 9, 2005 and completed the second international offering on August 10, 2005. Upon completion of the share transfers associated with these offerings on August 12, 2005, the MOTC owned less than 50% of the outstanding shares of Chunghwa and completed the privatization plan.

Chunghwa together with its subsidiaries are hereinafter referred to collectively as “the Company”.

2.	APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved and authorized for issue by the management on April 15, 2016.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The accompanying consolidated financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standard Board (collectively, “IFRSs”).

Basis of Preparation

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at revalued amounts or fair values.

F-9

Current and Noncurrent Assets and Liabilities

Current assets include:

Assets held primarily for the purpose of trading;

Assets expected to be realized within twelve months after the reporting period; and

Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

Liabilities held primarily for the purpose of trading;

Liabilities due to be settled within twelve months after the reporting period; and

Liabilities for which the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period.

Assets and liabilities that are not classified as current are classified as noncurrent.

Light Era Development Co., Ltd. (LED) engages mainly in development of property for rent and sale. The assets and liabilities of LED related to property development within its operating cycle, which is over one year, are classified as current items.

Basis of Consolidation

The basis for the consolidated financial statements

The consolidated financial statements incorporate the financial statements of Chunghwa and entities controlled by Chunghwa (its subsidiaries). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statements of comprehensive income from the acquisition up to the disposal, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by the Company.

All intra-company transactions, balances, income and expenses are eliminated in full upon consolidation.

Attribution of total comprehensive income to the noncontrolling interests

Profit or loss and each component of other comprehensive income are attributed to the stockholders of the parent and to the noncontrolling interests. Total comprehensive income of subsidiaries is attributed to the stockholders of the parent and to the noncontrolling interests even if it results in the noncontrolling interests having a deficit balance.

Changes in the Company’s ownership interests in subsidiaries

Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Company’s interests and the noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to stockholders of the parent.

F-10

The subsidiaries in the consolidated financial statements

The detail information of the subsidiaries at the end of reporting period was as follows:


			Percentage of Ownership
			December 31
Name of Investor	Name of Investee	Main Businesses and Products	2014		2015		Note
Chunghwa Telecom Co., Ltd.	Senao International Co., Ltd. (“SENAO”)	Sale and maintenance of mobile phones and its peripheral products as well as sales agent of CHT mobile phone plan application		28		29		1	)
	Light Era Development Co., Ltd. (“LED”)	Planning and development of real estate and intelligent buildings, and property management		100		100
	Donghwa Telecom Co., Ltd. (“DHT”)	International private leased circuit, IP VPN service, and IP transit services		100		100
	Chunghwa Telecom Singapore Pte., Ltd. (“CHTS”)	International private leased circuit, IP VPN service, and IP transit services		100		100
	Chunghwa System Integration Co., Ltd. (“CHSI”)	Providing system integration services and telecommunication equipment		100		100
	Chunghwa Investment Co., Ltd. (“CHI”)	Investment		89		89
	CHIEF Telecom Inc. (“CHIEF”)	International telecommunication facilities, internet data center (IDC), network integration, and communications integration services		69		69		2	)
	Chunghwa International Yellow Pages Co., Ltd. (“CHYP”)	Digital information supply services and advertisement services		100		100
	Prime Asia Investments Group Ltd. (B.V.I.) (“Prime Asia”)	Investment		100		100
	Spring House Entertainment Tech. Inc. (“SHE”)	Digital entertainment contents production, animated character licensing and endorsement, and mobile digital platform construction		56		56
	Chunghwa Telecom Global, Inc. (“CHTG”)	International private leased circuit, internet services, transit services, and voice wholesale		100		100

(Continued)

F-11


			Percentage of Ownership
			December 31
Name of Investor	Name of Investee	Main Businesses and Products	2014		2015		Note
	Chunghwa Telecom Vietnam Co., Ltd. (“CHTV”)	Intelligent energy saving solutions, international circuit, and information and communication technology (“ICT”) services		100		100
	Smartfun Digital Co., Ltd. (“SFD”)	Providing diversified family education digital services		65		65
	Chunghwa Telecom Japan Co., Ltd. (“CHTJ”)	International private leased circuit, IP VPN service, and IP transit services		100		100
	Chunghwa Sochamp Technology Inc. (“CHST”)	Design, development and production of Automatic License Plate Recognition software and hardware		51		51
	Honghwa International Co., Ltd. (“HHI”)	Telecommunication engineering, sales agent of mobile phone plan application and other business services		100		100		3	)
	New Prospect Investments Holdings Ltd. (B.V.I.) (“New Prospect”)	Investment		100		100
Senao International Co., Ltd.	Senao International (Samoa) Holding Ltd. (“SIS”)	International investment		100		100
	Youth Co., Ltd (“Youth”)	Sale of computer software, hardware and related products		—		89		4	)
	Aval Technologies Co., Ltd. (“Aval”)	Sale of information and communication technologies products as an agent		—		100		5	)
Youth Co., Ltd (“Youth”)	ISPOT Co., Ltd (“ISPOT”)	Sale of computer and related products		—		100		4	)
	Youyi Co., Ltd (“Youyi”)	Maintenance of computer and related products		—		100		4	)
CHIEF Telecom Inc.	Unigate Telecom Inc. (“Unigate”)	Telecommunication and internet service		100		100
	Chief International Corp. (“CIC”)	Investment		100		100
	Shanghai Chief Telecom Co., Ltd. (“SCT”)	Internet and communication service		—		49		6	)
Chunghwa System Integrated Co., Ltd.	Concord Technology Co., Ltd. (“Concord”)	Investment		100		100
Spring House Entertainment Tech. Inc.	Ceylon Innovation Ltd. (“CEI”)	E-Book publication, and copyright negotiation of digital music		100		100		7	)
Light Era Development Co., Ltd.	Yao Yong Real Property Co., Ltd. (“YYRP”)	Sales and lease of real estate		—		—		8	)

(Continued)

F-12


			Percentage of Ownership
			December 31
Name of Investor	Name of Investee	Main Businesses and Products	2014		2015		Note
Chunghwa Investment Co., Ltd.	Chunghwa Precision Test Tech Co., Ltd. (“CHPT”)	Production and sale of semiconductor testing components and printed circuit board		48		46		9	)
	Chunghwa Investment Holding Co., Ltd. (“CIHC”)	Investment		100		100
Concord Technology Co., Ltd.	Glory Network System Service (Shanghai) Co., Ltd. (“GNSS (Shanghai)”)	Design, development and production of computer and internet software, installment, maintenance and consulting services of information system integration, and sales of self- production products		100		100
Chunghwa Precision Test Tech. Co., Ltd.	Chunghwa Precision Test Tech. USA Corporation (“CHPT (US)”)	Design and after-sale services of semiconductor testing components and printed circuit board		100		100
	CHPT Japan Co., Ltd. (“CHPT (JP)”)	Related services of electronic parts, machinery processed products and printed circuit board		100		100
	Chunghwa Precision Test Tech. International, Ltd. (“CHPT (International)”)	Wholesale and retail of electronic materials, and investment		100		100
Senao International (Samoa) Holding Ltd.	Senao International HK Limited (“SIHK”)	International investment		100		100
Chunghwa Investment Holding Co., Ltd.	CHI One Investment Co., Limited (“COI”)	Investment		100		100		10	)
Senao International HK Limited	Senao Trading (Fujian) Co., Ltd. (“STF”)	Sale of information and communication technologies products		100		100
	Senao International Trading (Shanghai) Co., Ltd. (“SITS”)	Sale of information and communication technologies products		100		100
	Senao International Trading (Shanghai) Co., Ltd. (“SEITS”)	Maintenance of information and communication technologies products		100		100
	Senao International Trading (Jiangsu) Co., Ltd. (“SITJ”)	Sale of information and communication technologies products		100		100
Prime Asia Investments Group, Ltd. (B.V.I.)	Chunghwa Hsingta Co., Ltd. (“CHC”)	Investment		100		100

(Continued)

F-13

Percentage of Ownership

December 31

Name of Investor

Name of Investee

Main Businesses and
Products

2014

2015

Note

Chunghwa Hsingta Company Ltd.

Chunghwa Telecom (China) Co., Ltd. (“CTC”)

Integrated information
and communication
solution services
for enterprise
clients, and
intelligent energy
network services

100

Jiangsu Zhenhua Information Technology Company, LLC. (“JZIT”)

Providing intelligent
energy saving
solution and
intelligent buildings
services

Hua-Xiong Information Technology Co., Ltd. (“HXIT”)

Providing intelligent
buildings and smart
home services

)

Chunghwa Precision Test Tech. International, Ltd.

Shanghai Taihua Electronic Technology Limited (“STET”)

Design of printed
circuit board and
related consultation
service

100

(Concluded)

The Company owns 29% equity shares of SENAO. However, the Company has four out of seven seats of the Board of Directors of SENAO through the support of large beneficial shareholders. Therefore, the Company has control over SENAO and the accounts of SENAO are included in the consolidated financial statements. The Company’s equity ownership of SENAO increased due to SENAO’s purchase of its treasury stock in June 2015 and July 2015. The Company owned 28.18% and 29.31% equity shares of SENAO as of December 31, 2014 and December 31, 2015, respectively.

The Company’s equity ownership of CHIEF decreased as CHIEF issued employee stock bonus in July 2014. The Company owned 72.51% equity shares of CHIEF as of December 31, 2015.

Chunghwa established 100% owned subsidiary of Honghwa Human Resources Co., Ltd. in January 2013. Honghwa Human Resources Co., Ltd. changed its name to Honghwa International Co., Ltd. from July 4, 2014.

SENAO acquired 70% equity shares of Youth in September, 2015. SENAO participated in Youth’s cash capital increase in December 2015; therefore, the ownership interests of Youth increased. SENAO owned 89.48% equity shares of Youth as of December 31, 2015. Youyi and ISPOT are 100% owned subsidiaries of Youth.

SENAO established a 100% owned subsidiary of Aval in October 2015. Aval mainly engages in the sale of information and communication technologies products as an agent.

CHIEF invested 49% equity shares of SCT in August 2015. Based on the written agreement between the stockholders, CHIEF has two out of three seats of the Board of Directors of SCT. Therefore, CHIEF has control over SCT and the accounts of SCT are included in the consolidated financial statements.

CEI’s dissolution has been approved by local regulator in January 2016. The liquidation of CEI is still in progress.

LED merged YYRP by absorption in October 2014.

CHI disposed of some shares of CHPT in January 2015, so its ownership interest in CHPT decreased. The Company owned 47.65% and 45.68% equity shares of CHPT as of December 31, 2014 and December 31, 2015, respectively. In addition, considering Company’s absolute size, the relative size and the dispersion of shares owned by the other shareholders, the management concluded that the Company has a sufficiently dominant voting interest to direct the relevant activities; hence, CHPT is deemed as a subsidiary of the Company.

10)

COI was liquidated in August 2015. CIHC received part of the proceeds from the liquidation.

11)

HXIT’s dissolution has been approved by local regulator in March 2016. HXIT received part of the proceeds from the liquidation in April 2016.

F-14

The following diagram presents information regarding the relationship and ownership percentages between Chunghwa and its subsidiaries as of December 31, 2015:

LOGO

Business Combination

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are recognized in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Noncontrolling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of noncontrolling interests are measured at fair value.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the Company retrospectively adjusts the provisional amounts recognized at the acquisition date or recognizes additional assets or liabilities to reflect new information obtained about facts and circumstances that existed as of the acquisition date and if known, would have affected the measurement of the amounts recognized as of that date.

F-15

Foreign Currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation denominated in foreign currencies are recognized in profit or loss in the period in which they arise.

Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined and related exchange differences are recognized in profit or loss. Conversely, when the fair value changes were recognized in other comprehensive income, related exchange difference shall be recognized in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

Chunghwa use New Taiwan dollars as the functional currency. For the purposes of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations (including of the subsidiaries and associates in other countries or currencies used different with Chunghwa) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and attributed to stockholders of the parent and noncontrolling interests as appropriate.

Cash Equivalents

Cash equivalents include commercial paper, time deposits and negotiable certificate of deposit with original maturities within three months from the date of acquisition, highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

Inventories

Inventories are stated at the lower of cost or net realizable value item by item, except for those that may be appropriate to group items of similar or related inventories. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. The calculation of the cost of inventory is derived using the weighted-average method.

Buildings and Land Consigned to Construction Contractors

Inventories of LED are stated at the lower of cost or net realizable value item by item, except for those that may be appropriate to group as similar items or related inventories. Land acquired before construction is classified as land held for development, and then reclassified as land held under development after LED begins its construction project.

When using the completed-contract method for its construction projects, LED recognizes the proceeds from customers as advances from customers for land and building before the construction project is completed. After completion of the construction project and ownership is transferred to the customers, LED recognizes the relevant revenues.

F-16

Investments in Associates and Joint Ventures

An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Company and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.

Investments accounted for using the equity method include investments in associates and interests in joint ventures. Under the equity method, an investment in an associate or a joint venture is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate and joint venture as well as the distribution received.

When the Company subscribes for new shares of the associate and joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate and joint venture. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to additional paid-in capital. When the adjustment should be debited to additional paid-in capital but the additional paid-in capital recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

Any excess of the cost of acquisition over the Company’s share of the fair value of the identifiable net assets and liabilities of an associate or a joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and shall not be amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.

When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

When the Company transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Company’s consolidated financial statements only to the extent of interests in the associate and joint venture that are not related to the Company.

Property, Plant and Equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period in which the property is derecognized.

Investment Properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

F-17

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

On derecognition of the investment properties, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period in which the property is derecognized.

Goodwill

Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purpose of impairment testing, goodwill is allocated to each of the Company’s cash-generating units or groups of cash-generating units (referred to as “cash-generating unit”) that are expected to benefit from the synergies of the business combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributable goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

Intangible Assets Other Than Goodwill

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Company expects to dispose of the intangible asset before the end of its economic life. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss in the period in which the asset is derecognized.

Impairment of Tangible and Intangible Assets Other Than Goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate

F-18

the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. The regular way of transaction means the purchase or sale of financial assets delivered within the time frame established by regulation or convention in the marketplace.

Measurement category

Financial assets at fair value through profit and loss (FVTPL)

Financial assets are classified as at FVTPL when the financial asset is either held for trading or it is designated as at FVTPL.

Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on the financial asset.

Held-to-maturity financial assets

Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturity date that the Company has positive intention and ability to hold to maturity other than those that are designated as at fair value through profit or loss or as available-for-sale and those that meet the definition of loans and receivables on initial recognition.

The Company invests in bank debentures and corporate bonds with specific credit ratings and the Company has positive intent and ability to hold to maturity, are classified as held-to-maturity investments.

F-19

Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method less any impairment loss.

Available-for-sale financial assets (AFS financial assets)

AFS financial assets are non-derivatives that are either designated as AFS or are not classified as loans and receivables, held-to-maturity financial assets or financial assets at fair value through profit or loss.

The Company invests in listed stocks, emerging market stocks, and unlisted stocks. Among these investments, those that have a quoted market price in an active market are classified as AFS and measured at fair value at the end of each reporting period; the others that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost less any identified impairment losses at the end of each reporting period. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in other comprehensive income. Any impairment losses are recognized in profit or loss.

Dividends on AFS equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including cash and cash equivalents, trade notes and accounts receivable, accounts receivable from related parties, other financial assets and refundable deposits) are measured at amortized cost using the effective interest method, less any impairment loss, except for short-term receivables since the effect of discounting is immaterial.

Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed to determine whether there is objective evidence that an impairment loss has occurred at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For financial assets carried at amortized cost, such as held-to-maturity financial assets, assets that are individually assessed and not impaired are, in addition, assessed for impairment on a collective basis.

For financial assets carried at amortized cost, the amount of the impairment loss recognized is mainly based on the difference between the asset’s carrying amount and the present value

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of estimated future cash flows, discounted at the financial asset’s original effective interest rate. However, since the discounted effect of short-term receivables is immaterial, the impairment loss is recognized on the difference between carrying amount and estimated future cash flow.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

For AFS equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.

In respect of AFS equity securities, impairment losses previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income.

For financial assets that are carried at cost, the amount of the impairment loss is mainly measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss is not reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade notes and accounts receivable and other receivables, where the carrying amount is reduced through the use of an allowance account. When a trade note and accounts receivable and other receivables are considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade notes and accounts receivable and other receivables that are written off against the allowance account.

Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

Financial liabilities

Subsequent measurement

Except for financial liabilities at FVTPL, all the financial liabilities are subsequently measured at amortized cost using the effective interest method.

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Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

Derivative financial instruments

The Company enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risks, including forward exchange contracts.

Derivatives are initially measured at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability.

Hedge Accounting

The Company designates some derivatives instruments as cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in profit or loss.

The associated gains or losses that were recognized in other comprehensive income are reclassified from equity to profit or loss as a reclassification adjustment in the line item relating to the hedged item in the same period when the hedged item affects profit or loss. If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or a non-financial liability, the associated gains and losses that were recognized in other comprehensive income are removed from equity and are included in the initial cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued prospectively when the Company revokes the designated hedging relationship, or when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer meets the criteria for hedge accounting. The cumulative gain or loss on the hedging instrument that has been previously recognized in other comprehensive income from the period when the hedge was effective remains separately in equity until the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in profit or loss.

Provisions

Provisions for the expected cost of warranty obligations are recognized at the date of sale of the relevant products, at the best estimate of the expenditure required to settle the Company’s obligation by the management of the Company.

F-22

Revenue Recognition

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

The amount of revenue can be measured reliably;

It is probable that the economic benefits associated with the transaction will flow to the Company; and

The costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable and represents amounts for goods sold in the normal course of business, net of sales discounts and volume rebates. For trade notes and accounts receivable due within one year from the balance sheet date, as the nominal value of the consideration to be received approximates its fair value and transactions are frequent, fair value of the consideration is not determined by discounting all future receipts using an imputed rate of interest.

Usage revenues from fixed-line services (including local, domestic long distance and international long distance telephone services), cellular services, Internet and data services, and interconnection and call transfer fees from other telecommunications companies and carriers are billed in arrears and are recognized based upon seconds or minutes of traffic processed when the services are provided in accordance with contract terms.

Other revenues are recognized as follows: (a) one-time subscriber connection fees (on fixed-line services) are deferred and recognized over the average expected customer service periods, (b) monthly fees (on fixed-line services, mobile, Internet and data services) are accrued every month, and (c) prepaid services (fixed-line, mobile, Internet and data services) are recognized as income based upon actual usage by customers.

Where the Company enters into transactions which involve both the provision of air time bundled with products such as 3G data card and handset, total consideration received from products and air time in these arrangements are allocated and measured using units of accounting within the arrangement based on their relative fair values limited to the amount that is not contingent upon the delivery of products.

Revenue from a contract to provide services is recognized by reference to the stage of completion of the contract.

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established under the premises when it is probable that the economic benefit related to the transactions will flow to the Company and that the revenue can be reasonably measured.

Interest income from a financial asset is recognized when it is probable that the economic benefits related to the transactions will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

F-23

Leasing

The Company as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

The Company as lessee

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

Employee Benefits

Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost and gains or losses on settlements) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising (a) actuarial gains and losses; and (b) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plan except that remeasurement is recognized in profit or loss.

Share-based Payment Arrangements—Employee Stock Options

Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date.

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The fair value determined at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of employee share options that are expected to ultimately vest, with a corresponding increase in additional paid-in capital—employee stock options. If the equity instruments granted vest immediately at the grant date, expenses are recognized in full in profit or loss.

At the end of each reporting period, the Company revises its estimate of the number of employee share options expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to additional paid-in capital—employee stock options.

Income Tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Income tax (10%) on undistributed earnings is accrued during the period the earnings arise and adjusted to the extent that distributions are approved by the stockholders in the following year.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. If the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit, the resulting deferred tax asset or liability is not recognized. In addition, a deferred tax liability is not recognized on taxable temporary difference arising from initial recognition of goodwill.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carry forward and unused tax credits from purchases of machinery, equipment and technology, and research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

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The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current and deferred tax are also recognized in other comprehensive income.

Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

4.	CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, which are described in Note 3, management is required to make judgments, estimates and assumptions which are based on historical experience and other factors that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed by the management on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period. Actual results may differ from these estimates.

Impairment of trade notes and accounts receivable

When there is objective evidence showed indications of impairment, the Company considers the estimation of future cash flows. The amount of impairment will be measured at the difference between the carrying amount and the present value of estimated future cash flows discounted by the original effective interest rates of the financial assets. However, as the impact from discounting short-term receivables is not material, the impairment of short-term receivables is measured at the difference between the carrying amount and the estimated undiscounted future cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise.

Provision for inventory valuation and obsolescence

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end of the period. Estimates of net realizable value also take into consideration. Inventory write-downs are determined on an item by item basis, except for those similar items which could be categorized into the same groups. The Company uses the inventory holding period and turnover as the evaluation basis for inventory obsolescence losses.

Impairment of tangible and intangible assets

In the process of evaluating the potential impairment of tangible and intangible assets, the Company is required to consider internal and external indicators of impairment and make subjective judgments in determining the independent cash flows, useful lives, expected future revenue and expenses related to the specific asset groups within the context of the telecommunication industry. Any changes in these estimates based on changed economic conditions or business strategies could result in significant impairment charges in future periods.

Useful lives of property, plant and equipment

As discussed in Note 3, “Summary of Significant Accounting Policies” “Property, Plant and Equipment”, the Company reviews estimated useful lives of property, plant and equipment at the end of each year.

Recognition and measurement of defined benefit plans

Net defined benefit liabilities and the resulting pension expense under defined benefit pension plans are calculated using the Projected Unit Credit Method. Actuarial assumptions comprise the discount rate, rate of employee turnover, and long-term average future salary increase. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and the liability.

Control over subsidiaries

As discussed in Note 3, some entities are subsidiaries of the Company although the Company only owns less than 50% ownership interest in these entities. After considering the Company’s absolute size of holding in the entity and the relative size of and the dispersion of shares owned by the other shareholders, and the contractual arrangements between the Company and other investors, potential voting interests and the written agreement between shareholders, the management concluded that the Company has a sufficiently dominant voting interest to direct the relevant activities of the entity and therefore the Company has control over these entities.

5.	APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

Amendments to IFRSs and the New Interpretation That Are Mandatorily Effective for the Current Year

In the current year, the Company has applied a number of amendments to IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after January 1, 2015.

Annual Improvements to IFRSs 2010—2012 Cycle and 2011—2013 Cycle

The Company has applied the amendments to IFRSs included in the Annual Improvements to IFRSs 2010—2012 Cycle and 2011—2013 Cycle for the first time in 2015. One of the annual improvements requires entities to disclose judgments made by management in applying the aggregation criteria set out in paragraph 12 of IFRS 8 “Operating Segments”. The Company has aggregated several operating segments into a single operating segment and made the required disclosures in Note 43 in accordance

F-27

with the amendments. The application of the other amendments has had no impact on the disclosures or amounts recognized in the Company’s consolidated financial statements.

New and Revised IFRSs in Issue But Not Yet Effective

The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective.


New, Revised or Amended Standards and Interpretations		Effective Date Issued by IASB (Note 1)
Amendments to IFRSs	Annual Improvements to IFRSs 2012-2014 Cycle	January 1, 2016 (Note 2)
IFRS 9	Financial Instruments	January 1, 2018
Amendments to IFRS 9 and IFRS 7	Mandatory Effective Date of IFRS 9 and Transition Disclosures	January 1, 2018
Amendments to IFRS 10 and IAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture	To be determined by IASB
Amendments to IFRS 10, IFRS 12 and IAS 28	Investment Entities: Applying the Consolidation Exception	January 1, 2016
Amendment to IFRS 11	Acquisitions of Interests in Joint Operations	January 1, 2016
IFRS 14	Regulatory Deferral Accounts	January 1, 2016 (Note 3)
IFRS 15	Revenue from Contracts with Customers	January 1, 2018
Amendments to IFRS 15	Clarifications to IFRS 15	January 1, 2018
IFRS 16	Leases	January 1, 2019
Amendment to IAS 1	Disclosure Initiative	January 1, 2016
Amendment to IAS 7	Disclosure Initiative	January 1, 2017
Amendment to IAS 12	Deferred Tax: Recovery of Underlying Assets	January 1, 2017
Amendments to IAS 16 and IAS 38	Clarification of Acceptable Methods of Depreciation and Amortization	January 1, 2016
Amendments to IAS 16 and IAS 41	Agriculture: Bearer Plants	January 1, 2016


Note 1:		The aforementioned new, revised or amended standards or interpretations are effective after fiscal year beginning on or after the effective dates, unless specified otherwise.

Note 2:		Except the amendment to IFRS 5 which is applied prospectively to changes in a method of disposal that occur in annual periods beginning on or after January 1, 2016, the remaining amendments are effective for annual periods beginning on or after January 1, 2016.

Note 3:		Applicable to first annual IFRS financial statements effective for a period beginning on or after January 1, 2016.

Except for the following items, the Company believes the adoption of the aforementioned new and revised IFRSs will not have material impact on the Company’s financial statements.

IFRS 15 “Revenue from Contracts with Customers”

IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersedes IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue related interpretations.

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When applying IFRS 15, an entity shall recognize revenue by applying the following steps:

Identify the contract with the customer;

Identify the performance obligations in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contracts; and

Recognize revenue when the entity satisfies a performance obligation.

Upon the application of IFRS 15, the Company will allocate the transaction price to each performance obligation identified in the contract on a relative stand-alone selling price basis.

Incremental costs of obtaining a contract will be recognized as an asset to the extent the Company expects to recover those costs. Such asset will be amortized on a basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. This will lead to the later recognition of charges for certain customer-obtaining costs.

The amendments to IFRS 15 clarify how to (1) identify performance obligation; (2) determine whether a company is a principal or an agent; and (3) determine whether the revenue from granting a license should be recognized at a point in time or over time.

When IFRS 15 is effective, the Company may elect to apply this Standard and the related amendments either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this Standard recognized at the date of initial application.

IFRS 16 “Leases”

IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.

Under IFRS 16, if the Company is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Company may elect to apply the accounting method similar to the accounting for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income, the Company should present the depreciation expense charged on the right-of-use asset separately from interest expense accrued on the lease liability and discloses such amounts in the footnotes; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of the lease liability are classified within financing activities; cash payments for interest portion are classified within operating activities.

The application of IFRS 16 is not expected to have a material impact on the accounting of the Company as lessor.

When IFRS 16 becomes effective, the Company may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.

Except for the abovementioned impact, as of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and operating result, and will disclose the relevant impact when the assessment is completed.

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6.	U.S. DOLLAR AMOUNTS

The Company maintains its accounts and expresses its consolidated financial statements in New Taiwan dollars. For readers’ convenience only, U.S. dollar amounts presented in the accompanying consolidated financial statements have been translated from New Taiwan dollars as set forth in the statistical release of the Federal Reserve Board of the United States as of December 31, 2015, which was NT$32.79 to US$1.00. The convenience translations should not be construed as representations that the New Taiwan dollar amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

7.	CASH AND CASH EQUIVALENTS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Cash
Cash on hand	$	310	$	333
Bank deposits		5,590		7,616

		5,900		7,949

Cash equivalents (investments with maturities of less than three months)
Commercial paper		14,000		11,914
Negotiable certificate of deposit		3,100		7,600
Time deposits		560		2,808

		17,660		22,322

	$	23,560	$	30,271

The annual yield rates of bank deposits, commercial paper, negotiable certificate of deposit and time deposits were as follows:


	December 31
	2014		2015
Bank deposits		0.00%-0.95%		0.00%-1.10%
Commercial paper		0.58%-0.65%		0.35%-0.41%
Negotiable certificate of deposit		0.50%-0.80%		0.36%-0.45%
Time deposits		0.38%-5.45%		0.55%-3.80%

8.	FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Financial assets held for trading
Derivatives (not designated for hedge)
Forward exchange contracts	$	1	$	—

Financial liabilities held for trading
Derivatives (not designated for hedge)
Forward exchange contracts	$	—	$	—

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Outstanding forward exchange contracts as of balance sheet dates were as follows:

Currency

Maturity Period

Contract Amount
(In Millions)

December 31, 2014

Forward exchange contracts—buy

US$/NT$

2015.01

US$

7/NT$219

December 31, 2015

Forward exchange contracts—buy

EUR/NT$

2016.03-06

EUR18/NT$659

Forward exchange contracts—buy

US$/NT$

2016.01

US$

1/NT$26

The Company entered into the above forward exchange contracts to manage its exposure to foreign currency risk due to fluctuations in exchange rates. However, the aforementioned derivatives did not meet the criteria for hedge accounting and were classified as financial assets or financial liabilities held for trading.

9.	AVAILABLE-FOR-SALE FINANCIAL ASSETS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Equity securities
Domestic and foreign listed stocks	$	3,914	$	3,243
Domestic non-listed stocks		2,105		1,990
Foreign non-listed stocks		262		278

	$	6,281	$	5,511

Current	$	—	$	—
Noncurrent		6,281		5,511

	$	6,281	$	5,511

Since the fair value cannot be reliably measured due to the range of reasonable fair value estimates was so significant, the above non-listed stocks investments owned by the Company were carried at costs less any impairment losses at the balance sheet dates.

CHI disposed non-listed available-for-sale financial assets with carrying amounts of $2 million, $6 million and $2 million for the years ended 2013, 2014 and 2015, respectively, and recognized the gains (losses) from the disposal of $3 million, $1 million and $(0.4) million for the years ended December 31, 2013, 2014 and 2015, respectively.

After the Company evaluated the financial positions and future operation results of aforementioned investment, the Company concluded some of its investment that have ceased their operations were fully impaired, and recognized an impairment loss of $17 million, $9 million and $77 million for the years ended December 31, 2013, 2014 and 2015, respectively. In addition, some of its investments are encountering profit recession or deficit. The Company concluded the recoverable amount of such investments which represented listed stock price, present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset or based on the market approach using financial indicators such as PE ratios of the comparable listed companies was lower than the carrying amount. Therefore, the Company recognized impairment losses of $49 million, $14 million and $30 million for the years ended December 31, 2013, 2014 and 2015, respectively.

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10.

HELD-TO-MATURITY FINANCIAL ASSETS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Corporate bonds	$	6,534	$	3,871
Bank debentures		951		150

	$	7,485	$	4,021

Current	$	3,457	$	1,881
Noncurrent		4,028		2,140

	$	7,485	$	4,021

The related information of corporate bonds and bank debentures as of balance sheet dates were as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Corporate bonds

Par value	$	6,515	$	3,865

Nominal interest rate		1.15%-2.49%		1.18%-2.49%
Effective interest rate		1.15%-1.58%		1.15%-1.54%
Average remaining maturity life		1.34 years		1.04 years

Bank debentures

Par value	$	950	$	150

Nominal interest rate		1.25%-1.60%		1.25%
Effective interest rate		1.15%-1.40%		1.25%
Average remaining maturity life		0.75 year		1.41 years

11.

TRADE NOTES AND ACCOUNTS RECEIVABLE, NET


	December 31
	2014			2015
	NT$			NT$
	(In Millions)
Trade notes and accounts receivable	$	27,277		$	28,260
Less: Allowance for doubtful accounts		(1,049	)		(1,334	)

	$	26,228		$	26,926

The average credit terms range from 30 to 90 days. In determining the recoverability of trade notes and accounts receivable, the Company considers significant change in the credit quality of the trade notes and accounts receivable from the date credit was initially granted up to the end of the reporting period. In general, with few exceptional cases, it is unlikely for the notes and accounts receivable due longer than 180 days to be collected, therefore the Company recognized 100% allowance of notes and accounts receivable overdue longer than 180 days. For the notes and accounts receivable less than 180 days, the allowance for doubtful accounts was estimated based on the Company’s historical recovery experience.

The Company serves a large consumer base; therefore, the concentration of credit risk is limited.

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The aging analysis for trade notes and accounts receivable as of balance sheet dates were as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Non-overdue	$	24,454	$	25,708
Less than 30 days		680		733
31-60 days		171		346
61-90 days		91		241
91-120 days		76		193
121-180 days		64		121
More than 181 days		1,741		918

	$	27,277	$	28,260

The above aging analysis was based on days overdue.

At balance sheet dates, the receivables that were past due but not impaired were considered recoverable by the management of the Company. The aging of these receivables as of December 31, 2014 and 2015 was as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Less than 30 days	$	114	$	128
31-60 days		20		16
61-90 days		20		95
91-120 days		19		58
121-180 days		1		2
More than 181 days		17		20

	$	191	$	319

The above aging analysis was based on days overdue.

Movements of the allowance for doubtful accounts were as follows:


	Individually Assessed for Impairment		Collectively Assessed for Impairment			Total
	NT$		NT$			NT$
	(In Millions)
Balance on January 1, 2013	$	164	$	647		$	811
Add: Provision for doubtful accounts		57		182			239
Deduct: Amounts written off		—		(128	)		(128	)

Balance on December 31, 2013		221		701			922
Add: Provision for doubtful accounts		55		237			292
Deduct: Amounts written off		—		(165	)		(165	)

Balance on December 31, 2014		276		773			1,049
Add: Provision for doubtful accounts		88		392			480
Deduct: Amounts written off		—		(195	)		(195	)

Balance on December 31, 2015	$	364	$	970		$	1,334

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12.

INVENTORIES


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Merchandise	$	4,164	$	5,849
Project in process		822		697
Work in process		13		100
Raw materials		52		71

		5,051		6,717
Land held under development	$	1,999	$	1,999
Construction in progress		47		64

	$	7,097	$	8,780

The operating costs related to inventories were $50,860 million, $51,341 million and $52,666 million for the years ended December 31, 2013, 2014 and 2015, respectively.

For the years ended December 31, 2013, 2014 and 2015, the costs of valuation loss on inventories recognized as operating costs included the amounts of $203 million, $288 million and $198 million, respectively.

As of December 31, 2014 and 2015, inventories of $2,061 million and $2,063 million, respectively, were expected to be recovered for a time period longer than twelve months. The aforementioned amount of inventories is mainly related to property development owned by LED.

Land held under development and construction in progress on December 31, 2014 and 2015 was for Qingshan Sec., Dayuan Dist., Taoyuan City project.

13.

PREPAYMENTS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Prepaid rents	$	3,330	$	3,275
Others		2,618		3,006

	$	5,948	$	6,281

Current
Prepaid rents	$	1,105	$	1,033
Others		1,339		1,636

	$	2,444	$	2,669

Noncurrent
Prepaid rents	$	2,225	$	2,242
Others		1,279		1,370

	$	3,504	$	3,612

F-34

14.

OTHER CURRENT MONETARY ASSETS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Time deposits and negotiable certificates of deposit with maturities of more than three months	$	2,616	$	2,286
Others		709		1,015

	$	3,325	$	3,301

The annual yield rates of time deposits and negotiable certificates of deposit with maturities of more than three months at each balance sheet dates were as follows:


	December 31
	2014		2015
Time deposits and negotiable certificate of deposit with maturities of more than three months		0.11%-4.95%		0.11%-3.50%

15.

NON-WHOLLY OWNED SUBSIDIARIES THAT HAVE MATERIAL NONCONTROLLING INTERESTS

Information on significant noncontrolling interest subsidiary

The table below shows details of less than wholly owned subsidiaries of the Company that have material noncontrolling interests:

Place of
Incorporation

and Principal

Place of
Business

Proportion of Ownership Interests and Voting
Rights Held by Noncontrolling Interests

December 31

2014

2015

SENAO

Taiwan


	Profit Allocated to Noncontrolling Interests						Accumulated Noncontrolling Interests
	Year Ended December 31						December 31
	2013		2014		2015		2014		2015
	NT$		NT$		NT$		NT$		NT$
	(In Millions)
SENAO	$	1,022	$	436	$	551	$	4,013	$	3,942

Individually immaterial subsidiaries with noncontrolling interests								911		1,123

							$	4,924	$	5,065

F-35

Summarized financial information in respect of SENAO and its subsidiaries that has material noncontrolling interests is set out below. The summarized financial information below represents amounts before intracompany eliminations.


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Current assets	$	7,944	$	7,423

Noncurrent assets	$	2,480	$	2,615

Current liabilities	$	4,643	$	4,398

Noncurrent liabilities	$	94	$	138

Equity attributable to the parent	$	1,674	$	1,560

Noncontrolling interests	$	4,013	$	3,942


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
Revenue	$	43,033		$	41,753		$	35,944
Expenses		41,610			41,146			35,171

Profit for the year	$	1,423		$	607		$	773

Profit attributable to the parent	$	401		$	171		$	222
Profit attributable to the noncontrolling interests		1,022			436			551

Profit for the year	$	1,423		$	607		$	773

Other comprehensive income attributable to the parent	$	12		$	8		$	(1	)
Other comprehensive income attributable to the noncontrolling interests		30			21			(2	)

Other comprehensive income for the year	$	42		$	29		$	(3	)

Total comprehensive income attributable to the parent	$	413		$	179		$	222
Total comprehensive income attributable to the noncontrolling interests		1,052			457			548

Total comprehensive income for the year	$	1,465		$	636		$	770

Dividends paid to noncontrolling interests	$	739		$	742		$	274

Net cash inflow (outflow) from operating activities	$	(240	)	$	1,233		$	1,739
Net cash inflow (outflow) from investing activities		(274	)		(106	)		65
Net cash outflow from financing activities		(993	)		(533	)		(1,530	)

Net cash inflow (outflow)	$	(1,507	)	$	594		$	274

Equity transactions with noncontrolling interests

The Company’s equity ownership of SENAO decreased from 28.30% as of January 1, 2013 to 28.18% as of December 31 2013, due to the exercise of options by SENAO’s employees. The total proceeds from exercise of employee stock options were $42 million for the year ended December 31, 2013. The partial proceeds of $36 million was attributed to noncontrolling interests for the year ended December 31, 2013. The Company’s equity ownership of SENAO did not change for the year ended December 31, 2014.

F-36

The Company’s equity ownership of CHPT decreased from 53.19% as of January 1, 2013 to 50.62% as of December 31, 2013 due to the exercise of options by CHPT’s employees and CHPT issued employee stock bonus. The total proceeds from exercise of employee stock options were $8 million, substantially all of which were attributed to noncontrolling interests for the year ended December 31, 2013. The Company’s equity ownership of CHPT decreased from 50.62% as of December 31, 2013 to 47.65% as of December 31, 2014 due to CHI did not participate the CHPT’s capital increase in August and September 2014, and the cash inflow from noncontrolling interests was $162 million.

SENAO participated in share subscription of Youth in December 2015 at a percentage different from its original ownership interest. Therefore, the ownership interest of Youth increased from 70% to 89.48%.

SENAO purchased its treasury stock in June 2015 and July 2015, and the ownership interest of SENAO increased from 28.18% to 29.31%.

CHI disposed of partial shares of CHPT in January 2015, and the ownership interest of CHPT decreased from 47.65% to 45.68%.

The above transactions were accounted for as equity transactions since the Company did not cease to have control over these subsidiaries.

The detailed information of the equity transactions for the year ended December 31, 2015 was as follows:


	CHI Disposed Some Shares of CHPT			SENAO Purchased Its Treasury Stock			SENAO Participated in Youth’s Share Subscription
	NT$			NT$			NT$
				(In Millions)
Cash consideration received (paid) from (to) noncontrolling interest	$	45		$	(492	)	$	—
The proportionate share of the carrying amount of the net assets of the subsidiary transferred from (to) noncontrolling interests		(18	)		416			(0.4	)

Differences arising from equity transaction	$	27		$	(76	)	$	(0.4	)


Line items for equity transaction adjustment

Additional paid-in capital—difference between consideration received and the carrying amount of the subsidiaries’ net assets upon actual disposal	$	27		$	—		$	—

Additional paid-in capital—arising from changes in equities of subsidiaries	$	—		$	(15	)	$	(0.4	)

Unappropriated earnings	$	—		$	(61	)	$	—

F-37

Business combinations

Subsidiary acquired

Principal Activity

Date of Acquisition

Proportion of
Voting
Equity
Interests
Acquired (%)

Consideration
Transferred

NT$

(In Millions)

Youth Co., Ltd. and its subsidiaries

Sale of computer software, hardware and related products

September 2, 2015

135

Youth and its subsidiaries were acquired in order to continue the expansion of SENAO’s activities in selling telecommunication products. Youth and its subsidiaries were acquired by cash.

Assets acquired and liabilities assumed at the date of acquisition


	Youth and Its Subsidiaries
	NT$
	(In Millions)
Current assets
Cash and cash equivalents	$	21
Accounts and other receivables		10
Inventories		30
Prepayments		6
Other current assets		6
Noncurrent assets
Property, plant and equipment		36
Intangible assets		259
Refundable deposits		22
Deferred income tax assets		4
Other noncurrent assets		32
Current liabilities
Short-term loans		(54	)
Trade notes payable		(9	)
Accounts and other payable		(75	)
Other current liabilities		(80	)
Noncurrent liabilities
Long-term loans		(40	)
Deferred income tax liabilities		(44	)
Other noncurrent liabilities		(10	)

	$	114

F-38

Goodwill arising on acquisition


	Youth and Its Subsidiaries
	NT$
	(In Millions)
Consideration transferred	$	135
Add: Noncontrolling interest (30% of the recognized amounts of Youth and its subsidiaries’ identifiable net assets)		34
Less: Fair value of identifiable net assets acquired		(114	)

Goodwill arising on acquisition	$	55

Goodwill that arose in the acquisition of Youth and its subsidiaries mainly included the amount in relation to the benefit of expected synergies from integrating the businesses of Youth and its subsidiaries that operate sales and maintenance of Apple’s products for many years. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

Goodwill arising from business combinations is not deductible for tax purposes.

Net cash outflow on acquisition of subsidiaries


	Youth and Its Subsidiaries
	NT$
	(In Millions)
Consideration paid in cash	$	135
Less: Cash and cash equivalents acquired		(21	)

	$	114

Impact of acquisitions on the results of the Company

The results of the acquired subsidiaries since the date of acquisition were as follows:


	Youth and Its Subsidiaries
	NT$
	(In Millions)
Revenue	$	188

Net loss	$	18

Had these business combinations been in effect at the beginning of the annual reporting period, the Company’s revenue and net income would have been $232,187 million and $42,774 million for the year ended December 31, 2015. This pro-forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Company that actually would have been achieved had the acquisition been completed on January 1, 2015, nor is it intended to be a projection of future results.

In determining the pro-forma revenue and net income of the Company had Youth and its subsidiaries been acquired at the beginning of the current reporting period, management calculated depreciation of property, plant and equipment and amortization of intangible assets acquired on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements.

F-39

16.

INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Investments in associates	$	2,493	$	2,668
Investments in joint ventures		257		227

	$	2,750	$	2,895

Investments in associates

Investments in associates were as follows:


	Carrying Amount
	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Listed

Senao Networks, Inc. (“SNI”)	$	589	$	699

Non-listed

ST-2 Satellite Ventures Pte. Ltd. (“STS”)		558		495
Taiwan International Standard Electronics Co., Ltd. (“TISE”)		209		338
Viettel-CHT Co., Ltd. (“Viettel-CHT”)		278		316
International Integrated System, Inc. (“IISI”)		291		297
Skysoft Co., Ltd. (“SKYSOFT”)		135		137
KingwayTek Technology Co., Ltd. (“KWT”)		85		82
So-net Entertainment Taiwan Limited (“So-net”)		99		106
Taiwan International Ports Logistics Corporation (“TIPL”)		79		69
Dian Zuan Integrating Marketing Co., Ltd. (“DZIM”)		66		40
Click Force Co., Ltd. (“CF”)		39		39
HopeTech Technologies Limited (“HopeTech”)		31		36
Alliance Digital Tech Co., Ltd. (“ADT”)		20		14
MeWorks LIMITED (HK) (“MeWorks”)		9		—
Xiamen Sertec Business Technology Co., Ltd. (“Sertec”)		5		—
Panda Monium Company Ltd.		—		—

	$	2,493	$	2,668

At the end of the reporting periods, the percentages of ownership and voting rights in associates held by the Company were as follows:


	% of Ownership and Voting Rights
	December 31
	2014		2015
Senao Networks, Inc. (“SNI”)		34		34
ST-2 Satellite Ventures Pte., Ltd. (“STS”)		38		38
Taiwan International Standard Electronics Co., Ltd. (“TISE”)		40		40

		(Continued)

F-40


	% of Ownership and Voting Rights
	December 31
	2014		2015
Viettel-CHT Co., Ltd. (“Viettel-CHT”)		30		30
International Integrated System, Inc. (“IISI”)		33		33
Skysoft Co., Ltd. (“SKYSOFT”)		30		30
KingwayTek Technology Co., Ltd. (“KWT”)		27		26
So-net Entertainment Taiwan Limited (“So-net”)		30		30
Taiwan International Ports Logistics Corporation (“TIPL”)		27		27
Dian Zuan Integrating Marketing Co., Ltd. (“DZIM”)		26		26
Click Force Co., Ltd. (“CF”)		49		49
HopeTech Technologies Limited (“HopeTech”)		45		45
Alliance Digital Tech Co., Ltd. (“ADT”)		13		13
MeWorks LIMITED (HK) (“MeWorks”)		20		20
Xiamen Sertec Business Technology Co., Ltd. (“Sertec”)		49		—
Panda Monium Company Ltd.		43		—

		(Concluded)

None of the above associates is considered individually material to the Company. Aggregate information of associates that are not individually material was as follows:


	Year Ended December 31
	2013			2014		2015
	NT$			NT$		NT$
				(In Millions)
The Company’s share of the profit	$	680		$	823	$	926
The Company’s share of other comprehensive income (loss)		(35	)		5		(19	)

The Company’s share of total comprehensive income	$	645		$	828	$	907

The Level 1 fair values based on the closing market prices of SNI as of the balance sheet dates were as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
SNI	$	2,868	$	3,556

F-41

SENAO disposed of 245 thousand shares of SNI in December 2013 and the gain of disposal of SNI was recognized in profit or loss as follows:


	Year Ended December 31,
	2013
	NT$
	(In Millions)
Proceeds from disposal	$	24
Carrying amount of the disposed investment		(9	)
Reclassification adjustment upon disposal—exchange differences arising from the translation of the net investment in foreign operations		(2	)

Profit or loss, net	$	13

Chunghwa did not participate in the capital increase of KWT in August 2014 and November 2014 and the ownership interest decreased to 27% after the capital increase of KWT. Chunghwa sold its partial ownership interest in KWT in January 2015. The gain on disposal of KWT was $7 million and the ownership interest decreased to 26% after the disposal.

Chunghwa and Taiwan International Ports Corporation, Ltd. established TIPL in October 2014. Chunghwa invested $80 million cash and held 27% ownership of TIPL. TIPL engages mainly in logistics service of increasing cargo movement efficiency.

Chunghwa, President Chain Store Corporation and EasyCard Corporation established DZIM in May 2011. DZIM reduced its capital to offset the deficits amounting to $131 million and made capital reduction of $49 million during its stockholders’ meeting held on March 31, 2013. Chunghwa received $16 million from the capital reduction. DZIM increased its capital in April 2014 and June 2014. Chunghwa participated in the capital increase of DZIM by investing $49 million in April 2014. SENAO participated in the capital increase of DZIM by investing $24 million in April 2014. As of December 31, 2015, the Company held 26% ownership of DZIM. DZIM engages mainly in information technology service and general advertisement service.

CHYP participated in the capital increase of CF by investing $39 million and $6 million in November 2014 and April 2015, respectively. CHYP held 49% ownership. CF engages mainly in advertisement services.

Chunghwa, Taiwan Mobile Corporation, Asia Pacific Telecom, Vibo Telecom, EasyCard Corporation and Far EasTone Telecommunications established an associate, ADT, in November 2013. Chunghwa invested $30 million cash and held 19% ownership of ADT. Based on the share of capital commitments, Chunghwa has one out of five seats in the Board of Directors; therefore it has significant influence over ADT. Chunghwa did not participate in the capital increase of ADT in April 2014 and October 2014 and the ownership interest decreased to 13% after the capital increase of ADT. Chunghwa still has one out of five seats in the Board of Directors; therefore it remains significant influence over ADT. ADT engages mainly in the development of mobile payments and information processing service.

Prime Asia participated in the capital increase of MeWorks by investing $10 million and held 20% ownership in May 2014. Based on the share of capital commitments, Prime Asia has two seats out of five seats in the Board of Directors; therefore it has significant influence over MeWorks. MeWorks engages mainly in investment business. As the operation of MeWorks had ceased, the Company concluded that this investment was fully impaired. The Company recognized an impairment loss of $8 million for the year ended December 31, 2015.

Sertec completed its liquidation in June 2015. CHI recognized the gain on disposal of Sertec of $1 million and received the proceeds from disposal in July 2015.

F-42

CHI disposed all ownership interest in Panda Monium Company Ltd. in September 2015.

The Company’s share of profit (loss) and other comprehensive income (loss) of associates was recognized based on the audited financial statements.

Investments in joint ventures

Investments in joint ventures were as follows:


					% of Ownership and
	Carrying Amount				Voting Rights
	December 31				December 31
	2014		2015		2014		2015
	NT$		NT$
	(In Millions)
Non-listed
Huada Digital Corporation (“HDD”)	$	219	$	207		50		50
Chunghwa Benefit One Co., Ltd. (“CBO”)		38		20		50		50

	$	257	$	227

Chunghwa invested in CBO in February 2014 at $50 million cash to acquire 50% of its shares and the rest of 50% ownership interest was held by Benefit One Asia Pte. Ltd. (“BOA”), and each obtained half of director seats. Thus, neither Chunghwa nor BOA obtained control over CBO. CBO engages mainly in e-commerce business for employees of corporate members and personal customers.

In March 2016, the shareholders of HDD approved that HDD would start its dissolution from March 31, 2016. The liquidation of HDD is still in process.

None of the above joint ventures is considered individually material to the Company. Summarized financial information of joint ventures that was not material to the Company was as follows:


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
The Company’s share of loss	$	(14	)	$	(21	)	$	(29	)
The Company’s share of other comprehensive income		—			—			—

The Company’s share of total comprehensive loss	$	(14	)	$	(21	)	$	(29	)

The Company’s share of loss of joint ventures was recorded based on the audited financial statements.

17.

PROPERTY, PLANT AND EQUIPMENT


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Carrying amount
Land	$	102,774	$	102,747
Land improvements		413		372

		(Continued)

F-43


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Buildings		44,398		43,369
Computer equipment		4,010		3,281
Telecommunications equipment		126,309		123,167
Transportation equipment		1,616		1,065
Miscellaneous equipment		2,200		1,996
Construction in progress and advances related to acquisition of equipment		20,930		20,402

	$	302,650	$	296,399


		(Concluded)


	Land			Land Improvements			Buildings			Computer Equipment			Telecommuni- cations Equipment			Transportation Equipment			Miscellaneous Equipment			Construction in Progress and Advances Related to Acquisition of Equipment			Total
	NT$			NT$			NT$			NT$			NT$			NT$			NT$			NT$			NT$
	(In Millions)
Cost
Balance on January 1, 2013	$	102,197		$	1,548		$	67,429		$	15,234		$	669,376		$	3,315		$	7,588		$	18,683		$	885,370
Additions		—			—			6			68			72			1			285			36,295			36,727
Disposal		(56	)		(9	)		(18	)		(1,132	)		(14,778	)		(158	)		(439	)		—			(16,590	)
Effect of foreign exchange differences		—			—			—			2			7			—			(9	)		—			—
Others		122			8			141			1,824			28,441			587			990			(32,125	)		(12	)

Balance on December 31, 2013	$	102,263		$	1,547		$	67,558		$	15,996		$	683,118		$	3,745		$	8,415		$	22,853		$	905,495

Accumulated depreciation and impairment
Balance on January 1, 2013	$	—		$	(1,068	)	$	(20,825	)	$	(11,348	)	$	(547,846	)	$	(1,270	)	$	(5,671	)	$	—		$	(588,028	)
Depreciation expenses		—			(57	)		(1,245	)		(1,380	)		(26,977	)		(550	)		(728	)		—			(30,937	)
Disposal		—			9			18			1,129			14,735			158			421			—			16,470
Impairment losses		—			—			—			—			(254	)		—			—			—			(254	)
Effect of foreign exchange differences		—			—			—			(1	)		22			—			(27	)		—			(6	)
Others		—			12			80			(1	)		6			(10	)		(113	)		—			(26	)

Balance on December 31, 2013	$	—		$	(1,104	)	$	(21,972	)	$	(11,601	)	$	(560,314	)	$	(1,672	)	$	(6,118	)	$	—		$	(602,781	)

Cost
Balance on January 1, 2014	$	102,263		$	1,547		$	67,558		$	15,996		$	683,118		$	3,745		$	8,415		$	22,853		$	905,495
Additions		308			—			136			30			130			1			266			31,213			32,084
Disposal		(26	)		(12	)		(14	)		(1,805	)		(19,208	)		(76	)		(539	)		—			(21,680	)
Effect of foreign exchange differences		—			—			—			2			102			—			5			—			109
Others		229			23			(80	)		1,095			30,934			154			496			(33,136	)		(285	)

Balance on December 31, 2014	$	102,774		$	1,558		$	67,600		$	15,318		$	695,076		$	3,824		$	8,643		$	20,930		$	915,723


																				(Continued)

F-44


	Land			Land Improvements			Buildings			Computer Equipment			Telecommuni- cations Equipment			Transportation Equipment			Miscellaneous Equipment			Construction in Progress and Advances Related to Acquisition of Equipment			Total
	NT$			NT$			NT$			NT$			NT$			NT$			NT$			NT$			NT$
	(In Millions)
Accumulated depreciation and impairment
Balance on January 1, 2014	$	—		$	(1,104	)	$	(21,972	)	$	(11,601	)	$	(560,314	)	$	(1,672	)	$	(6,118	)	$	—		$	(602,781	)
Depreciation expenses		—			(53	)		(1,252	)		(1,473	)		(27,704	)		(599	)		(799	)		—			(31,880	)
Disposal		—			12			13			1,800			19,194			76			461			—			21,556
Impairment losses		—			—			—			—			—			—			—			—			—
Effect of foreign exchange differences		—			—			—			(1	)		(15	)		—			(4	)		—			(20	)
Others		—			—			9			(33	)		72			(13	)		17			—			52

Balance on December 31, 2014	$	—		$	(1,145	)	$	(23,202	)	$	(11,308	)	$	(568,767	)	$	(2,208	)	$	(6,443	)	$	—		$	(613,073	)

Cost
Balance on January 1, 2015	$	102,774		$	1,558		$	67,600		$	15,318		$	695,076		$	3,824		$	8,643		$	20,930		$	915,723
Additions		—			—			59			37			159			—			203			23,993			24,451
Disposal		—			—			(11	)		(1,073	)		(13,047	)		(69	)		(511	)		—			(14,711	)
Effect of foreign exchange differences		—			—			—			—			69			—			—			—			69
Acquisitions through business combinations		19			—			7			—			—			—			39			—			65
Others		(46	)		17			135			714			23,115			60			363			(24,521	)		(163	)

Balance on December 31, 2015	$	102,747		$	1,575		$	67,790		$	14,996		$	705,372		$	3,815		$	8,737		$	20,402		$	925,434

Accumulated depreciation and impairment
Balance on January 1, 2015	$	—		$	(1,145	)	$	(23,202	)	$	(11,308	)	$	(568,767	)	$	(2,208	)	$	(6,443	)	$	—		$	(613,073	)
Depreciation expenses		—			(53	)		(1,269	)		(1,467	)		(26,291	)		(599	)		(671	)		—			(30,350	)
Disposal		—			—			10			1,061			13,033			69			425			—			14,598
Impairment losses		—			—			—			—			(138	)		—			—			—			(138	)
Effect of foreign exchange differences		—			—			—			—			(14	)		—			—			—			(14	)
Acquisitions through business combinations		—			—			(1	)		—			—			—			(28	)		—			(29	)
Others		—			(5	)		41			(1	)		(28	)		(12	)		(24	)		—			(29	)

Balance on December 31, 2015	$	—		$	(1,203	)	$	(24,421	)	$	(11,715	)	$	(582,205	)	$	(2,750	)	$	(6,741	)	$	—		$	(629,035	)

(Concluded)

Due to technology upgrade, some telecommunications equipment became obsolete. The Company evaluated and concluded the recoverable amount determined on the basis of value in use of aforementioned telecommunications equipment was nil and recognized impairment losses of $254 million, $0.064 million and $138 million for the years ended December 31, 2013, 2014 and 2015, respectively. The impairment loss was included in other income and expenses in the statements of comprehensive income.

F-45

Depreciation expense is computed using the straight-line method over the following estimated service lives:


Land improvement			8-30 years
Buildings
Main building			35-60 years
Other building facilities			2-20 years
Computer equipment			2-8 years
Telecommunications equipment
Telecommunication circuits			2-30 years
Telecommunication machinery and antennas equipment			2-30 years
Transportation equipment			3-10 years
Miscellaneous equipment
Leasehold improvements			1-6 years
Mechanical and air conditioner equipment			3-16 years
Others			2-10 years

18.

INVESTMENT PROPERTIES


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Carrying amount
Investment properties	$	7,621	$	7,902


	Investment Properties
	NT$
	(In Millions)
Cost

Balance on January 1, 2013 and December 31, 2013	$	9,260

Accumulated depreciation and impairment

Balance on January 1, 2013	$	(1,471	)
Depreciation expense		(17	)
Reversal of impairment loss		246

Balance on December 31, 2013	$	(1,242	)

Cost

Balance on January 1, 2014	$	9,260
Disposal		(623	)
Reclassification		246

Balance on December 31, 2014	$	8,883

Accumulated depreciation and impairment

Balance on January 1, 2014	$	(1,242	)
Depreciation expense		(16	)
Disposal		13
Reclassification		(17	)

Balance on December 31, 2014	$	(1,262	)


		(Continued)

F-46


	Investment Properties
	NT$
	(In Millions)
Cost

Balance on January 1, 2015	$	8,883
Disposal		—
Reclassification		175

Balance on December 31, 2015	$	9,058

Accumulated depreciation and impairment

Balance on January 1, 2015	$	(1,262	)
Depreciation expense		(18	)
Disposal		—
Reclassification		(18	)
Reversal of impairment loss		142

Balance on December 31, 2015	$	(1,156	)

		(Concluded)

Depreciation expense is computed using the straight-line method over the following estimated service lives:


Land improvements			8-30 years
Buildings
Main buildings			35-60 years
Other building facilities			4-10 years

After the evaluation of land and buildings, the Company concluded the recoverable amount which represented the fair value less costs to sell of some land and buildings was higher than the carrying amount. Therefore, the Company recognized reversals of impairment loss of $246 million and $142 million for the years ended December 31, 2013 and 2015, respectively, and the amount was recognized only to the extent of impairment losses that had been recognized in prior years. The reversals of impairment loss were included in other income and expenses in the statements of comprehensive income.

LED disposed its investment property in October 2014. The disposal price is $1,230 million, related cost is $625 million (including carrying value of $610 million and related disposal expense of $15 million), and the disposal gain was $605 million.

The fair value of the Company’s investment properties as of December 31, 2014 and 2015 was determined by Level 3 fair value measurements inputs based on the appraisal reports conducted by independent appraisers. Those appraisal reports are based on the comparison approach, income approach or cost approach. Key assumptions and the fair values were as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Fair value	$	17,180	$	17,694

Overall capital interest rate		1.54%-2.36%		1.49%-2.28%
Profit margin ratio		10%-20%		10%-20%
Discount rate		1.36%		1.21%-1.28%
Capitalization rate		0.44%-1.65%		0.44%-1.73%

F-47

All of the Company’s investment properties are held under freehold interest.

19.

INTANGIBLE ASSETS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Carrying amount
3G and 4G concession	$	41,150	$	48,601
Computer software		1,399		1,266
Goodwill		163		218
Others		113		362

	$	42,825	$	50,447


	3G and 4G Concession			Computer Software			Goodwill			Others			Total
	NT$			NT$			NT$			NT$			NT$
	(In Millions)
Cost
Balance on January 1, 2013	$	10,179		$	2,065		$	181		$	117		$	12,542
Additions-acquired separately		39,075			796			—			1			39,872
Disposal		—			(225	)		—			—			(225	)
Effect of foreign exchange difference		—			1			—			—			1

Balance on December 31, 2013	$	49,254		$	2,637		$	181		$	118		$	52,190

Accumulated amortization and impairment
Balance on January 1, 2013	$	(5,687	)	$	(1,050	)	$	—		$	(23	)	$	(6,760	)
Amortization expenses		(749	)		(481	)		—			(8	)		(1,238	)
Disposal		—			225			—			—			225
Impairment loss		—			—			(18	)		—			(18	)
Effect of foreign exchange difference		—			—			—			—			—

Balance on December 31, 2013	$	(6,436	)	$	(1,306	)	$	(18	)	$	(31	)	$	(7,791	)

Cost
Balance on January 1, 2014	$	49,254		$	2,637		$	181		$	118		$	52,190
Additions-acquired separately		—			611			—			33			644
Disposal		—			(56	)		—			—			(56	)
Effect of foreign exchange difference		—			—			—			—			—

Balance on December 31, 2014	$	49,254		$	3,192		$	181		$	151		$	52,778

Accumulated amortization and impairment
Balance on January 1, 2014	$	(6,436	)	$	(1,306	)	$	(18	)	$	(31	)	$	(7,791	)
Amortization expenses		(1,668	)		(543	)		—			(7	)		(2,218	)
Disposal		—			56			—			—			56
Effect of foreign exchange difference		—			—			—			—			—

Balance on December 31, 2014	$	(8,104	)	$	(1,793	)	$	(18	)	$	(38	)	$	(9,953	)


											(Continued)

F-48


	3G and 4G Concession			Computer Software			Goodwill			Others			Total
	NT$			NT$			NT$			NT$			NT$
	(In Millions)
Cost
Balance on January 1, 2015	$	49,254		$	3,192		$	181		$	151		$	52,778
Additions-acquired separately		9,955			424			—			1			10,380
Disposal		—			(375	)		—			(2	)		(377	)
Effect of foreign exchange difference		—			—			—			—			—
Acquisitions through business combinations		—			—			55			259			314
Others		—			8			—			—			8

Balance on December 31, 2015	$	59,209		$	3,249		$	236		$	409		$	63,103

Accumulated amortization and impairment
Balance on January 1, 2015	$	(8,104	)	$	(1,793	)	$	(18	)	$	(38	)	$	(9,953	)
Amortization expenses		(2,504	)		(565	)		—			(11	)		(3,080	)
Disposal		—			375			—			2			377
Effect of foreign exchange difference		—			—			—			—			—
Others		—			—			—			—			—

Balance on December 31, 2015	$	(10,608	)	$	(1,983	)	$	(18	)	$	(47	)	$	(12,656	)

(Concluded)

For long-term business development, Chunghwa participated in mobile broadband (4G) license bidding process announced by NCC and obtained certain spectrums. Chunghwa paid the 4G concession fee amounting to $39,075 million in November 2013.

For long-term business development, Chunghwa participated in mobile broadband license (4G license) in 2.5 and 2.6 GHz bands bidding process announced by NCC and obtained certain spectrums. Chunghwa paid the 4G concession fee amounting to $9,955 million in December 2015.

The concessions are granted and issued by the NCC. The concession fees are amortized using the straight-line method from the date operations commence through the date the license expires. The carrying amount of 3G concession fee will be fully amortized by December 2018, and 4G concession fees will be fully amortized by December 2030 and December 2033.

The computer software is amortized using the straight-line method over the estimated useful lives of 1 to 10 years. Other intangible assets are amortized using the straight-line method over the estimated useful lives of 3 to 20 years. Goodwill is not amortized.

Goodwill amounted to $18 million arising from the business combination of a subsidiary, CHI, which is classified in other reportable segment, was fully impaired for the year ended December 31, 2013 because CHI underwent organizational downsizing. The recoverable amount of the goodwill determined on the basis of value in use was nil. The Company did not recognize any impairment loss on goodwill for the years ended December 31, 2014 and 2015.

F-49

20.

OTHER ASSETS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Spare parts	$	2,977	$	1,876
Refundable deposits		2,739		2,198
Other financial assets		1,000		1,000
Others		2,104		2,859

	$	8,820	$	7,933

Current
Spare parts	$	2,977	$	1,876
Others		242		460

	$	3,219	$	2,336

Noncurrent
Refundable deposits	$	2,739	$	2,198
Other financial assets		1,000		1,000
Others		1,862		2,399

	$	5,601	$	5,597

Other financial assets—noncurrent was Piping Fund. As part of the government’s effort to upgrade the existing telecommunications infrastructure, Chunghwa and other public utility companies were required by the ROC government to contribute to a Piping Fund administered by the Taipei City Government. This fund was used to finance various telecommunications infrastructure projects. Net assets of this fund will be returned proportionately after the project is completed.

21.

HEDGING DERIVATIVE INSTRUMENTS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Hedge on derivative financial assets
Cash flow hedge—forward exchange contracts	$	—	$	1

Hedge on derivative financial liabilities
Cash flow hedge—forward exchange contracts	$	—	$	—

Chunghwa’s hedge strategy is to enter forward exchange contracts—buy to avoid its foreign currency exposure to certain foreign currency denominated payments in the following six months. In addition, Chunghwa’s management considers the market condition to determine the hedge ratio, and enters into forward exchange contracts with the banks to avoid the foreign currency risk.

Chunghwa signed equipment purchase contracts with suppliers, and entered into forward exchange contracts to avoid foreign currency risk exposure to Euro-denominated purchase commitments. Those forward exchange contracts were designated as cash flow hedges. For the years ended December 31, 2014 and 2015, gain (loss) arising from changes in fair value of the hedged items recognized in other comprehensive income was $(0.3) million and $1 million, respectively. Upon the completion of the purchase transaction, the amount deferred and recognized in equity initially will be reclassified into equipment as its carrying value.

F-50

As of December 31, 2015, Chunghwa expected part of the equipment purchase transactions will not occur and reclassified the related loss of $1 million arising from the forward exchange contracts of the aforementioned transactions from equity to profit or loss.

The outstanding forward exchange contracts at the balance sheet date were as follows:

Currency

Maturity Period

Contract

Amount
(Millions)

December 31, 2014

Forward exchange contracts—buy

EUR/NT$

2015.03

EUR2/NT$

December 31, 2015

Forward exchange contracts—buy

EUR/NT$

2016.03-06

EUR9/NT$

306

Loss (gain) arising from the hedging derivative instruments that have been reclassified from equity to initial cost of the property, plant and equipment were as follows:


	Year Ended December 31
	2014		2015
	NT$		NT$
	(In Millions)
Construction in progress and advances related to acquisition of equipment	$	18	$	(18	)

22.

SHORT-TERM LOANS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Unsecured loans	$	564	$	110

Annual interest rates		1.25%-2.40%		1.29%-2.40%

23.

LONG-TERM LOANS (INCLUDING LONG-TERM LOANS-CURRENT PORTION)


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Secured loans (Note 41)	$	1,900	$	1,750
Less: Current portion of long-term loans		—		(8	)

	$	1,900	$	1,742

The annual interest rates of loans were as follows:


	December 31
	2014		2015
Secured loans		1.13%-2.35%		1.11%-1.36%

LED obtained a secured loan from Chang Hwa Bank in September 2010. Interest is paid monthly. $300 million and $1,350 million were originally due in December 2014 and September 2015, respectively. In October 2014, the bank borrowing mentioned above was extended to September 2018

F-51

for one time repayment. LED has made an early repayment of $50 million in April 2015. LED obtained another secured loan from Chang Hwa Bank in December 2012 in the amount of $400 million which will be due in December 2017; LED has made an early repayment of $350 million and $50 million in 2013 and January 2015, respectively.

CHPT entered into a secured loan contract of $348 million with Bank of Taiwan in April 2014, interest will be paid monthly, amortization of principle will begin in May 2016, and the contract will expire in April 2029. CHPT made early repayments of $148 million and $50 million from September to December 2014 and in November 2015, respectively.

24.

TRADE NOTES AND ACCOUNTS PAYABLE


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Trade notes and accounts payable	$	18,519	$	16,301

Trade notes and accounts payable were attributable to operating activities and the trading conditions were agreed separately.

25.

OTHER PAYABLES


	December 31
	2014		2015
	NT$		NT$
	(In Millions)

Accrued salary and compensation	$	9,122	$	10,430
Accrued remuneration to employees, bonus to employees and remuneration to directors and supervisors		1,680		2,190
Payables to equipment suppliers		1,182		1,541
Payables to contractors		2,629		1,452
Accrued franchise fees		1,585		1,401
Amounts collected for others		1,330		1,406
Accrued maintenance costs		868		998
Others		5,939		6,069

	$	24,335	$	25,487

26.

PROVISIONS


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Warranties	$	212	$	213
Employee benefits		55		30
Others		5		5

	$	272	$	248

Current	$	179	$	190
Noncurrent		93		58

	$	272	$	248

F-52


	Warranties			Employee Benefits			Others		Total
	NT$			NT$			NT$		NT$
	(In Millions)
Balance on January 1, 2013	$	221		$	42		$	3	$	266
Additional provisions recognized		153			5			1		159
Used during the period		(173	)		—			—		(173	)

Balance on December 31, 2013	$	201		$	47		$	4	$	252

Balance on January 1, 2014	$	201		$	47		$	4	$	252
Additional provisions recognized		192			8			1		201
Used during the period		(174	)		—			—		(174	)
Reversed during the period		(7	)		—			—		(7	)

Balance on December 31, 2014	$	212		$	55		$	5	$	272

Balance on January 1, 2015	$	212		$	55		$	5	$	272
Additional provisions recognized		100			12			—		112
Used during the period		(99	)		(37	)		—		(136	)

Balance on December 31, 2015	$	213		$	30		$	5	$	248

The provision for warranties claims represents the present value of the management’s best estimate of the future outflow of economic benefits that will be required under the Company’s obligation for warranties in sales agreements. The estimate has been made based on the historical warranty experience.

The provision for employee benefits represents vested long-term service compensation accrued.

27.

ADVANCE RECEIPTS

Advance receipts are mainly from advance telecommunication charges. In accordance with NCC’s regulation named “Mandatory and Prohibitory Provisions To Be Included In Standard Contracts for Telecommunication Goods (Services) Coupons”, the Company entered into a contract with Bank of Taiwan to provide a performance guarantee for advance receipts from selling prepaid cards amounting to $1,022 million and $1,173 million as of December 31, 2014 and 2015, respectively.

28.

RETIREMENT BENEFIT PLANS

Defined contribution plans

The pension plan under the Labor Pension Act of ROC (the “LPA”) is considered as a defined contribution plan. Based on the LPA, Chunghwa and its domestic subsidiaries make monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages. Its foreign subsidiaries would make monthly contributions based on the local pension requirements. The amounts recognized as expenses for defined contribution plans were $375 million, $441 million and $489 million for the years ended December 31, 2013, 2014 and 2015, respectively.

Defined benefit plans

Chunghwa completed its privatization plans on August 12, 2005. Chunghwa is required to pay all accrued pension obligations including service clearance payment, lump sum payment under civil service plan, additional separation payments, etc. upon the completion of the privatization in accordance with the Statute Governing Privatization of Stated-owned Enterprises. After paying all pension obligations for privatization, the plan assets of Chunghwa should be transferred to the Fund for

F-53

Privatization of Government-owned Enterprises (the “Privatization Fund”) under the Executive Yuan. On August 7, 2006, Chunghwa transferred the remaining balance of fund to the Privatization Fund. However, according to the instructions of MOTC, Chunghwa was requested to administer the distributions to employees for pension obligations including service clearance payment, lump sum payment under civil service plan, additional separation payments, etc. upon the completion of the privatization and recognized in other current monetary assets.

Chunghwa and its subsidiaries SENAO, CHIEF, CHSI, and SHE with the pension mechanism under the Labor Standards Law are considered as defined benefit plans. These pension plans provide benefits based on an employee’s length of service and average six-month salary prior to retirement. Chunghwa and its subsidiaries contribute an amount no more than 15% of salaries paid each month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the names of the Committees in the Bank of Taiwan. The plan assets are held in a commingled fund which is operated and managed by the government’s designated authorities; as such, the Company does not have any right to intervene in the investments of the funds. According to the Article 56 of the Labor Standards Law of the ROC revised in February 2015, entities are required to contribute the difference in one appropriation to the Funds before the end of next March when the balance of the Funds is insufficient to pay employees who will meet the retirement eligibility criteria within next year.

The amounts included in the consolidated balance sheets arising from the Company’s obligation in respect of its defined benefit plans were as follows:


	December 31
	2014			2015
	NT$			NT$
	(In Millions)
Present value of funded defined benefit obligation	$	27,958		$	30,882
Fair value of plan assets		(21,496	)		(23,794	)

Funded status	$	6,462		$	7,088

Net defined benefit liabilities	$	6,470		$	7,099
Net defined benefit assets (included in other noncurrent assets—others)		(8	)		(11	)

	$	6,462		$	7,088

Movements in the defined benefit obligation as adjusted and the fair value of plan assets were as follows:


	Present Value of Funded Defined Benefit Obligation		Fair Value of Plan Assets		Net Defined Benefit Liabilities (Assets)
	NT$		NT$		NT$
			(In Millions)
Balance on January 1, 2013	$	22,100	$	17,528	$	4,572

Current service cost		2,906		—		2,906
Interest expense/interest income		347		294		53

Amounts recognized in profit or loss		3,253		294		2,959

Remeasurement on the net defined benefit liability

				(Continued)

F-54


	Present Value of Funded Defined Benefit Obligation			Fair Value of Plan Assets			Net Defined Benefit Liabilities (Assets)
	NT$			NT$			NT$
				(In Millions)
Return on plan assets (excluding amounts included in net interest)		—			226			(226	)
Actuarial gains recognized from changes in demographic assumptions		(3	)		—			(3	)
Actuarial gains recognized from changes in financial assumptions	$	(858	)	$	—		$	(858	)
Actuarial losses recognized from experience adjustments		1,704			—			1,704

Amounts recognized in other comprehensive income		843			226			617

Contributions from employer		—			2,566			(2,566	)
Benefits paid		(632	)		(632	)		—
Benefits paid directly by the Company		(107	)		—			(107	)

Balance on December 31, 2013		25,457			19,982			5,475

Service cost
Current service cost		2,920			—			2,920
Loss on settlements		76			—			76
Interest expense/interest income		509			415			94

Amounts recognized in profit or loss		3,505			415			3,090

Remeasurement on the net defined benefit liability
Return on plan assets (excluding amounts included in net interest)		—			52			(52	)
Actuarial losses recognized from changes in demographic assumptions		4			—			4
Actuarial gains recognized from changes in financial assumptions		(5	)		—			(5	)
Actuarial losses recognized from experience adjustments		545			—			545

Amounts recognized in other comprehensive income		544			52			492

Contributions from employer		—			2,486			(2,486	)
Benefits paid		(454	)		(454	)		—

					(Continued)

F-55


	Present Value of Funded Defined Benefit Obligation			Fair Value of Plan Assets			Net Defined Benefit Liabilities (Assets)
	NT$			NT$			NT$
				(In Millions)
Settlements		(993	)		(985	)		(8	)
Benefits paid directly by the Company		(101	)		—			(101	)

Balance on December 31, 2014		27,958			21,496			6,462

Current service cost		2,884			—			2,884
Interest expense/interest income		546			444			102

Amounts recognized in profit or loss		3,430			444			2,986

Remeasurement on the net defined benefit liability
Return on plan assets (excluding amounts included in net interest)		—			136			(136	)
Actuarial losses recognized from changes in demographic assumptions		11			—			11
Actuarial gains recognized from changes in financial assumptions		(1	)		—			(1	)
Actuarial losses recognized from experience adjustments		357			—			357

Amounts recognized in other comprehensive income		367			136			231

Contributions from employer	$	—		$	2,435		$	(2,435	)
Benefits paid		(717	)		(717	)		—
Benefits paid directly by the Company		(156	)		—			(156	)

Balance on December 31, 2015	$	30,882		$	23,794		$	7,088


					(Concluded)

Relevant pension costs recognized in profit and loss for defined benefit plans were as follows:


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
			(In Millions)
Operating costs	$	1,762	$	1,849	$	1,794
Marketing expenses		858		888		856
General and administrative expenses		162		169		162
Research and development expenses		100		106		102

	$	2,882	$	3,012	$	2,914

F-56

The Company is exposed to following risks for the defined benefits plans under the Labor Standards Law:

Investment risk

Under the Labor Standards Law, the rate of return on assets shall not be less than the average interest rate on a two-year time deposit published by the local banks and the government is responsible for any shortfall in the event that the rate of return is less than the required rate of return. The plan assets are held in a commingled fund mainly invested in foreign and domestic equity and debt securities and bank deposits which is operated and managed by the government’s designated authorities; as such, the Company does not have any right to intervene in the investments of the funds.

Interest rate risk

The decline in government bond interest rate will increase the present value of the obligation on the defined benefit plan, while the return on plan assets will increase. The net effect on the present value of the obligation on defined benefit plan is partially offset by the return on plan assets.

Salary risk

The calculation of the present value of defined benefit obligation is referred to the plan participants’ future salary. Hence, the increase in plan participants’ salary will increase the present value of the defined benefit obligation.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation were carried out by the independent actuary.

The principal assumptions used for the purpose of the actuarial valuations were as follows:


	Measurement Date
	December 31
	2014	2015
Discount rates	2.00%	2.00%
Expected rates of salary increase	1.00%-2.00%	1.00%-2.00%

If reasonably possible changes of the respective significant actuarial assumptions occur at the end of reporting periods, while holding all other assumptions constant, the present value of the defined benefit obligation would increase (decrease) as follows:


	December 31
	2014			2015
	NT$			NT$
	(In Millions)
Discount rates
0.5% increase	$	(1,061	)	$	(977	)

0.5% decrease	$	1,131		$	1,261

Expected rates of salary increase
0.5% increase	$	1,134		$	1,332

0.5% decrease	$	(1,129	)	$	(1,052	)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

F-57

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the consolidated balance sheets.

There is no change in the methods and assumptions used in preparing the sensitivity analyses from the previous period.


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
The expected contributions to the plan for the next year	$	2,508	$	11,302

The average duration of the defined benefit obligation		8-14 years		6-15 years

The Company’s maturity analysis of the undiscounted benefit payments as of December 31, 2015 was as follows:


Year	Amount
	NT$
	(In Millions)
2016	$	1,798
2017		3,257
2018		5,086
2019		6,769
2020 and thereafter		41,289

	$	58,199

29.

EQUITY

Share capital

Common stocks


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Number of authorized shares		12,000		12,000

Authorized shares	$	120,000	$	120,000

Number of issued and paid shares		7,757		7,757

Issued and outstanding shares	$	77,574	$	77,574

The issued common stocks of a par value at $10 per share entitled the right to vote and receive dividends.

Global depositary receipts

For the purpose of privatizing Chunghwa, the MOTC sold 1,110 million shares of common stocks of Chunghwa in an international offering of securities in the form of American Depositary Shares (“ADS”) amounting to 111 million units (one ADS represents 10 common stocks) on the New York

F-58

Stock Exchange on July 17, 2003. Afterwards, the MOTC sold 1,351 million common stocks in the form of ADS amounting to 135 million units on August 10, 2005. Subsequently, the MOTC and Taiwan Mobile Co., Ltd. sold 505 million and 59 million common stocks of Chunghwa, respectively, in the form of ADS totally amounting to 56 million units on September 29, 2006. The MOTC and Taiwan Mobile Co., Ltd. have sold 3,025 million common stocks in the form of ADS amounting to 302 million units. As of December 31, 2015, the outstanding ADSs were 345 million common stocks, which equaled 35 million units and represented 4.45% of Chunghwa’s total outstanding common stocks.

The ADS holders generally have the same rights and obligations as other common stockholders, subject to the provision of relevant laws. The exercise of such rights and obligations shall comply with the related regulations and deposit agreement, which stipulate, among other things, that ADS holders can, through deposit agents:

Exercise their voting rights,

Sell their ADSs, and

Receive dividends declared and subscribe to the issuance of new shares.

Additional paid-in capital

The adjustment of additional paid-in capital for the years ended December 31, 2013, 2014 and 2015 were as follows:


	Share Premium			Movements of Additional Paid-in Capital Arising from Changes in Equities of Subsidiaries		Share-based Payment Transactions		Difference between Consideration Received and Carrying Amount of the Subsidiaries’ Net Assets upon Disposal		Donated Capital		Stockholders’ Contribution Due to Privatization		Total
	NT$			NT$		NT$		NT$		NT$		NT$		NT$
	(In Millions)
Balance on January 1, 2013	$	148,211		$	—	$	5	$	—	$	13	$	20,648	$	168,877
Cash distributed from additional paid-in capital		(5,589	)		—		—		—		—		—		(5,589	)
Exercise of employee stock option of subsidiaries		—			—		6		—		—		—		6
Employee stock bonus issued by a subsidiary		—			—		—		—		—		—		—

Balance on December 31, 2013	$	142,622		$	—	$	11	$	—	$	13	$	20,648	$	163,294

Balance on January 1, 2014	$	142,622		$	—	$	11	$	—	$	13	$	20,648	$	163,294
Cash distributed from additional paid-in capital		(16,577	)		—		—		—		—		—		(16,577	)
Change in additional paid-in capital from share subscription not based on original ownership of a subsidiary		—			3		—		—		—		—		3
Employee stock bonus issued by a subsidiary		—			—		—		—		—		—		—

Balance on December 31, 2014	$	126,045		$	3	$	11	$	—	$	13	$	20,648	$	146,720


											(Continued)

F-59


	Share Premium		Movements of Additional Paid-in Capital Arising from Changes in Equities of Subsidiaries			Share-based Payment Transactions		Difference between Consideration Received and Carrying Amount of the Subsidiaries’ Net Assets upon Disposal		Donated Capital		Stockholders’ Contribution Due to Privatization		Total
	NT$		NT$			NT$		NT$		NT$		NT$		NT$
	(In Millions)
Balance on January 1, 2015	$	126,045	$	3		$	11	$	—	$	13	$	20,648	$	146,720
Partial disposal of interests in subsidiaries		—		—			—		27		—		—		27
Other changes in additional paid-in capital in subsidiaries		—		1			—		—		—		—		1
Subsidiary purchased its treasury stock		—		(15	)		—		—		—		—		(15	)

Balance on December 31, 2015	$	126,045	$	(11	)	$	11	$	27	$	13	$	20,648	$	146,733


											(Concluded)

Additional paid-in capital may be utilized to offset deficits. However, the additional paid-in capital from share premium, donated capital and the difference between consideration received and the carrying amount of the subsidiaries’ net assets upon disposal may be distributed in cash or capitalized when a company has no deficit, which however is limited to a certain percentage of Chunghwa’s paid-in capital.

The additional paid-in capital from movements of paid-in capital arising from changes in equities of subsidiaries may only be utilized to offset deficits. Additional paid-in capital from investments accounted for using equity method may not be used for any purpose.

Retained earnings and dividends policy

Before distributing a dividend or making any other distribution to stockholders, Chunghwa must pay all outstanding taxes, offset deficits in prior years and set aside a legal reserve equal to 10% of its net income, except when the accumulated amount of such legal reserve equals to the Company’s total authorized capital, and depending on its business needs or requirements, may also set aside or reverse special reserves. In accordance with Chunghwa’s Articles of Incorporation, no less than 50% of the remaining earnings comprising remaining balance of net income, if any, plus cumulative undistributed earnings shall be distributed in the following order: (a) from 2% to 5% of distributable earnings shall be distributed to employees as employee bonus; (b) no more than 0.2% of distributable earnings shall be distributed to board of directors as remuneration; and (c) cash dividends to be distributed shall not be less than 50% of the total amount of dividends to be distributed. If cash dividend to be distributed is less than $0.10 per share, such cash dividend shall be distributed in the form of common stocks.

In accordance with the amendments to the Company Act of the ROC in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The consequential amendments to Chunghwa’s Articles of Incorporation had been proposed by Chunghwa’s Board of Directors on March 11, 2016 and are subject to the resolution of the shareholders in their meeting to be held on June 24, 2016. Information on the employee remuneration, employee bonus, and remuneration for the directors for the years ended December 31, 2014 and 2015, and the actual distribution for 2013 and 2014, please refer to Note 31.g. Employee benefit expenses.

Special reserve was appropriated in accordance with the relevant laws and regulations or as requested by local authority. Pursuant to existing regulations, Chunghwa is required to set aside additional special

F-60

reserve equivalent to debit balances under stockholder’s equity. For subsequent decrease in the deduction amount to stockholder’s equity, the decreased amount could be reversed from the special reserve to retained earnings.

The appropriation for legal reserve shall be made until the accumulated reserve equals the aggregate par value of the outstanding capital stock of Chunghwa. This reserve can only be used to offset a deficit, or, when the legal reserve has exceeded 25% of Chunghwa’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Except for non-ROC resident shareholders, all shareholders receiving the dividends are entitled a tax credit equal to their proportionate share of the income tax paid by the Company. Starting from 2015, the allowed tax credit is adjusted to 50% of the income tax paid in the ROC by the Company for ROC resident shareholders.

The appropriations of the 2013 earnings of Chunghwa approved by the stockholders’ meeting on June 24, 2014 and the appropriations of the 2014 earnings of Chunghwa have been approved by the stockholders’ meeting on June 26, 2015 were as follows:


	Appropriation of Earnings					Dividends Per Share
	For Fiscal Year 2013		For Fiscal Year 2014			For Fiscal Year 2013		For Fiscal Year 2014
	NT$		NT$			NT$		NT$
	(In Millions)
Legal reserve	$	2,074	$	681
Special reserve		144		(144	)
Cash dividends		18,526		37,673		$	2.39	$	4.86

In addition, the stockholders of Chunghwa resolved to distribute cash $2.14 per share and the total amount of $16,577 million from additional paid-in capital on June 24, 2014.

The appropriations of earnings for 2015 had been approved by Chunghwa’s Board of Directors on March 11, 2016. The appropriations and dividends per share were as follows:


	For Fiscal Year 2015
	Appropriation of Earnings		Dividends Per Share
	NT$		NT$
	(In Millions)
Cash dividends	$	42,551	$	5.49

The appropriations of earnings for 2015 are subject to the resolution of the shareholders’ meeting to be held on June 24, 2016.

Other equity items

Exchange differences arising from the translation of the foreign operations

The exchange differences arising from the translation of the foreign operations from their functional currency to New Taiwan dollars were recognized as exchange differences arising from the translation of the foreign operations in other comprehensive income.

F-61

Unrealized gain (loss) on available-for-sale financial assets


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
Beginning balance	$	258		$	(150	)	$	740
Unrealized gain (loss) on available-for-sale financial assets		(560	)		926			(670	)
Income tax relating to unrealized gain (loss) on available-for-sale financial assets		(6	)		3			(2	)
Amount reclassified from equity to profit or loss on disposal		158			(39	)		—
Amount reclassified from equity to profit or loss on impairment		—			—			23

Ending balance	$	(150	)	$	740		$	91

Unrealized gain (loss) on available-for-sale financial assets were accumulated gains and losses on the available-for-sale financial assets measured at fair value, which were recognized in other comprehensive income and were included in the calculation of the related disposal gain and loss or impairment loss of such financial assets upon reclassified to profits or losses.

Noncontrolling interests


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
Beginning balance	$	4,336		$	4,846		$	4,924
Attributable to noncontrolling interests
Cash dividends distributed by subsidiaries		(811	)		(797	)		(350	)
Partial disposal of interests in subsidiaries		—			—			18
Other changes in additional paid-in capital in subsidiaries		—			—			2
Net income of the year		1,124			597			813
Remeasurements of defined benefit pension plans		3			(3	)		(3	)
Income tax relating to remeasurements of defined benefit pension plans		(1	)		1			1
Exchange differences arising from the translation of the net investment in foreign operations		27			24			(3	)
Share of exchange differences arising from the translation of the net investment in foreign operations of associates		3			5			2
Unrealized gain (loss) on available-for-sale financial assets		11			(9	)		2
Income tax relating to unrealized loss on available-for-sale financial assets		(1	)		—			—
Exercise of employee stock option of subsidiaries		44			—			—

		(Continued)

F-62


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Compensation cost of employee stock options of subsidiaries		70		93		36
Employee stock bonus issued by a subsidiary		2		5		—
Subsidiary purchased its treasury stock		—		—		(416	)
Increase in noncontrolling interests		39		162		39

Ending balance	$	4,846	$	4,924	$	5,065


		(Concluded)

30.

REVENUE

The main source of revenue of the Company includes various telecommunications services in various different streams, and the related information was as discussed in Note 43.

31.

NET INCOME AND OTHER COMPREHENSIVE INCOME (LOSS)

Other income and expenses


	Year Ended December 31
	2013			2014		2015
	NT$			NT$		NT$
	(In Millions)
Gain (loss) on disposal of property, plant and equipment	$	85		$	26	$	(109	)
Gain on disposal of investment properties		—			605		—
Impairment loss on property, plant and equipment		(254	)		—		(138	)
Reversal gain on investment properties		246			—		142
Loss on disposal of intangible assets		—			—		—
Impairment loss on intangible assets		(18	)		—		—

	$	59		$	631	$	(105	)

Other income


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Dividend income	$	79	$	78	$	218
Income from Piping Fund		—		200		202
Rental income		43		45		38
Others		234		264		192

	$	356	$	587	$	650

F-63

Other gains and losses


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
Net foreign currency exchange gains (losses)	$	(100	)	$	201		$	63
Gain (loss) on disposal of financial instruments		76			46			—
Gain (loss) on disposal of investments accounted for using equity method		13			(7	)		4
Valuation gain (loss) on financial instruments at fair value through profit or loss, net		(1	)		1			—
Impairmet loss on investments accounted for using equity method		—			—			(8	)
Impairment losses on available-for-sale financial assets	$	(66	)	$	(23	)	$	(107	)
Loss arising on derivatives as designated hedging instruments in fair value hedges, net		(93	)		—			—
Gain arising on adjustments for hedged item attributable to the hedged risk in a designated fair value hedge accounting relationship, net		93			—			—
Others		(46	)		(94	)		(180	)

	$	(124	)	$	124		$	(228	)

Impairment loss on financial instruments


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
			(In Millions)
Notes and accounts receivable	$	239	$	292	$	480

Other receivables	$	14	$	34	$	39

Available-for-sale financial assets	$	66	$	23	$	107

Impairment loss (reversal of impairment loss) on non-financial assets


	Year Ended December 31
	2013			2014		2015
	NT$			NT$		NT$
	(In Millions)
Inventories	$	203		$	288	$	198

Property, plant and equipment	$	254		$	—	$	138

Investments accounted for using equity method	$	—		$	—	$	8

Investment properties	$	(246	)	$	—	$	(142	)

Intangible assets	$	18		$	—	$	—

F-64

Depreciation and amortization expenses


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Property, plant and equipment	$	30,937	$	31,880	$	30,350
Investment properties		17		16		18
Intangible assets		1,238		2,218		3,080

Total depreciation and amortization expenses	$	32,192	$	34,114	$	33,448

Depreciation expenses summarized by functions
Operating costs	$	28,813	$	29,682	$	28,292
Operating expenses		2,141		2,214		2,076

	$	30,954	$	31,896	$	30,368

Amortization expenses summarized by functions
Operating costs	$	987	$	1,915	$	2,742
Marketing expenses		115		161		178
General and administrative expenses		89		97		116
Research and development expenses		47		45		44

	$	1,238	$	2,218	$	3,080

Employee benefit expenses


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Post-employment benefit
Defined contribution plans	$	375	$	441	$	489
Defined benefit plans		2,882		3,012		2,914

		3,257		3,453		3,403

Share-based payment
Equity-settled share-based payment		70		93		36

Other employee benefit
Salaries		24,942		24,857		25,526
Insurance		2,450		2,565		2,643
Others		14,411		15,659		15,717

		41,803		43,081		43,886

Total employee benefit expenses	$	45,130	$	46,627	$	47,325

Summary by functions
Operating costs	$	25,038	$	26,362	$	25,320
Operating expenses		20,092		20,265		22,005

	$	45,130	$	46,627	$	47,325

As of December 31, 2014 and 2015, the Company had 32,596 and 32,734 employees, respectively.

The bonus to employees and the remuneration to directors as of December 31, 2014 were accrued based on past experiences and the probable amount to be paid in accordance with Chunghwa’s Articles

F-65

of Incorporation and Implementation Guidance for the Employee’s Bonus Distribution of Chunghwa Telecom Co., Ltd. In order to compliance with the Company Act of the ROC as amended in May 2015, the amendments to Chunghwa’s Articles of Incorporation was proposed by the Chunghwa’s Board of Directors on March 11, 2016 which stipulated to distribute employees’ compensation at the rates from 1.7% to 4.3% and remuneration to directors at the rate no higher than 0.17%, respectively, of pre-tax income. As of December 31, 2015, the payables of the employees’ compensation and of the remuneration to directors were $1,928 million and $45 million, respectively. Such amounts have been approved by the Chunghwa’s Board of Directors on March 11, 2016 and are subject to the resolution of the shareholders in their meeting to be held on June 24, 2016.

Material differences between such estimated amounts and the amounts proposed by the Board of Directors on or before the annual financial statements are authorized for issue are adjusted in the year the bonus and remuneration were recognized. If there is a change in the proposed amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in accounting estimate.

The appropriations of the 2014 bonuses to employees and remuneration to directors of Chunghwa have been approved by the stockholder’s meeting on June 26, 2015 and the appropriations of the 2013 bonuses to employees and remuneration to directors of Chunghwa approved by the stockholders’ meeting on June 24, 2014 were as follows:


	2013		2014
	Cash Bonus		Cash Bonus
	NT$		NT$
	(In Millions)
Bonus distributed to the employees	$	759	$	1,510
Remuneration paid to the directors		19		39

There was no difference between the initial accrual amounts and the amounts resolved in shareholders’ meeting on June 26, 2015 and June 24, 2014 of the aforementioned bonuses to employees and the remuneration to directors.

Components of others comprehensive income—unrealized gain (loss)


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
Unrealized gain (loss) on available-for-sale financial assets
Arising during the year	$	(548	)	$	925		$	(671	)
Reclassification adjustments
Upon disposal		156			(47	)		—
Upon impairment		—			—			26

	$	(392	)	$	878		$	(645	)

Cash flow hedges
Gain (loss) arising during the year	$	—		$	(18	)	$	18
Reclassification adjustments for losses included in profit or loss		—			—			1
Adjusted against the carrying amount of hedged items		—			18			(18	)

	$	—		$	—		$	1

F-66

32.

INCOME TAX

Income tax recognized in profit or loss

The major components of income tax expense are as follows:


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
Current tax
Current tax expenses recognized for the year	$	8,138		$	7,516		$	8,570
Tax on unappropriated earnings		(1,704	)		1,626			821
Income tax adjustments on prior years		124			4			(83	)
Others		21			41			15

		6,579			9,187			9,323

Deferred tax
Deferred tax expense recognized for the year		(101	)		(202	)		(222	)

Income tax recognized in profit or loss	$	6,478		$	8,985		$	9,101

Reconciliation of accounting profit and income tax expense was as follows:


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
Income before income tax	$	49,096		$	46,552		$	51,953

Income tax expense calculated at the statutory rate (17%)	$	8,346		$	7,914		$	8,832
Nondeductible revenues and expenses in determining taxable income		(2	)		47			28
Imputed income on tax	$	2		$	1		$	—
Unrecognized deductible temporary differences		67			(66	)		11
Unrecognized loss carryforwards		129			161			83
Tax-exempt income		(265	)		(399	)		(183	)
Income tax on unappropriated earnings		(1,704	)		1,626			821
Investment credits		(233	)		(314	)		(329	)
Effect of different tax rates of group entities operating in other jurisdictions		(10	)		(25	)		(94	)
Adjustments of tax expense on prior years		124			4			(83	)
Others		24			36			15

Income tax expense recognized in profit or loss	$	6,478		$	8,985		$	9,101

The applicable tax rate used above is the corporate tax rate of 17% payable by the entities subject to the Income Tax Law of the Republic of China, while the applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other entities in the Company operating in other jurisdictions are based on the tax laws in those jurisdictions.

F-67

Income tax expense (benefit) recognized in other comprehensive income


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
Deferred tax expense (benefit)
Unrealized (gain) loss on available-for-sale financial assets	$	6		$	(3	)	$	2
Remeasurement on defined benefit plan		(105	)		(84	)		(39	)

Total income tax benefit recognized in other comprehensive income	$	(99	)	$	(87	)	$	(37	)

Current tax assets and liabilities


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Current tax assets
Tax refund receivable (included in other current assets - other)	$	333	$	8

Current tax liabilities
Income tax payable	$	6,982	$	9,171

Deferred income tax assets and liabilities

The movements of deferred income tax assets and liabilities were as follows:

For the year ended December 31, 2013


Deferred Income Tax Assets	December 31, 2012		Recognized in Profit or Loss			Recognized in Other Comprehensive Income		December 31, 2013
	NT$		NT$			NT$		NT$
	(In Millions)
Temporary differences Defined benefit obligation	$	773	$	50		$	105	$	928
Share of the profit of associates and joint ventures accounted for using equity method		89		86			—		175
Allowance for doubtful receivables over quota		2		—			—		2
Deferred revenue		232		(45	)		—		187
Impairment loss on property, plant and equipment		59		—			—		59
Valuation loss on inventory		44		12			—		56
Accrued award credits liabilities		12		9			—		21
Unrealized foreign exchange loss, net		19		(8	)		—		11

							(Continued)

F-68


Deferred Income Tax Assets	December 31, 2012		Recognized in Profit or Loss			Recognized in Other Comprehensive Income		December 31, 2013
	NT$		NT$			NT$		NT$
	(In Millions)
Estimated warranty liabilities		26		(2	)		—		24
Others		15		1			—		16

		1,271		103			105		1,479
Loss carryforwards		32		(5	)		—		27
Investment credits		3		(3	)		—		—

	$	1,306	$	95		$	105	$	1,506


							(Concluded)


Deferred Income Tax Liabilities	December 31, 2012			Recognized in Profit or Loss		Recognized in Other Comprehensive Income			December 31, 2013
	NT$			NT$		NT$			NT$
	(In Millions)
Temporary differences
Land value incremental tax	$	(95	)	$	—	$	—		$	(95	)
Valuation gain on financial instruments, net		—			—		(6	)		(6	)
Others		(3	)		3		—			—

	$	(98	)	$	3	$	(6	)	$	(101	)

For the year ended December 31, 2014


Deferred Income Tax Assets	December 31, 2013		Recognized in Profit or Loss			Recognized in Other Comprehensive Income		December 31, 2014
	NT$		NT$			NT$		NT$
	(In Millions)
Temporary differences
Defined benefit obligation	$	928	$	84		$	84	$	1,096
Share of the profit of associates and joint ventures accounted for using equity method		175		102			—		277
Allowance for doubtful receivables over quota		2		112			—		114
Deferred revenue		187		(31	)		—		156
Impairment loss on property, plant and equipment		59		(27	)		—		32
Valuation loss on inventory		56		(15	)		—		41
Accrued award credits liabilities		21		7			—		28
Unrealized foreign exchange loss, net		11		(11	)		—		—
Estimated warranty liabilities		24		(5	)		—		19
Others		16		18			—		34

		1,479		234			84		1,797
Loss carryforwards		27		2			—		29

	$	1,506	$	236		$	84	$	1,826

F-69


Deferred Income Tax Liabilities	December 31, 2013			Recognized in Profit or Loss			Recognized in Other Comprehensive Income		December 31, 2014
	NT$			NT$			NT$		NT$
	(In Millions)
Temporary differences
Land value incremental tax	$	(95	)	$	—		$	—	$	(95	)
Valuation loss (gain) on financial instruments, net		(6	)		—			3		(3	)
Unrealized foreign exchange gain, net		—			(29	)		—		(29	)
Others		—			(5	)		—		(5	)

	$	(101	)	$	(34	)	$	3	$	(132	)

For the year ended December 31, 2015


Deferred Income Tax Assets	December 31, 2014		Recognized in Profit or Loss			Recognized in Other Comprehensive Income		From Business Combination		December 31, 2015
	NT$		NT$			NT$		NT$		NT$
	(In Millions)
Temporary differences
Defined benefit obligation	$	1,096	$	71		$	39	$	—	$	1,206
Share of the profit of associates and joint ventures accounted for using equity method		277		48			—		—		325
Allowance for doubtful receivables over quota		114		55			—		—		169
Deferred revenue		156		(20	)		—		—		136
Impairment loss on property, plant and equipment		32		12			—		—		44
Valuation loss on inventory		41		(8	)		—		—		33
Accrued award credits liabilities		28		(6	)		—		—		22
Unrealized foreign exchange loss, net		—		18			—		—		18
Estimated warranty liabilities		19		(1	)		—		—		18
Property, plant and equipment		—		—			—		2		2
Others		34		6			—		—		40

		1,797		175			39		2		2,013
Loss carryforwards		29		17			—		2		48

	$	1,826	$	192		$	39	$	4	$	2,061

F-70


Deferred Income Tax Liabilities	December 31, 2014			Recognized in Profit or Loss			Recognized in Other Comprehensive Income			From Business Combination			December 31, 2015
	NT$			NT$			NT$			NT$			NT$
	(In Millions)
Temporary differences
Land value incremental tax	$	(95	)	$	—		$	—		$	—		$	(95	)
Intangible assets		—			1			—			(44	)		(43	)
Valuation loss (gain) on financial instruments, net		(3	)		—			(2	)		—			(5	)
Defined benefit obligation		—			(1	)		—			—			(1	)
Unrealized foreign exchange gain, net		(29	)		28			—			—			(1	)
Others		(5	)		2			—			—			(3	)

	$	(132	)	$	30		$	(2	)	$	(44	)	$	(148	)

Items for which no deferred income tax assets have not been recognized


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Loss carryforwards
Expire in 2016	$	38	$	37
Expire in 2017		65		67
Expire in 2018		130		126
Expire in 2019		164		157
Expire in 2020		—		80
Expire in 2021		—		—
Expire in 2022		1		2
Expire in 2023		—		—
Expire in 2024		—		—
Expire in 2025		—		15

	$	398	$	484

Deductible temporary differences	$	1	$	12

F-71

Information about unused loss carryforwards

As of December 31, 2015, unused loss carryforwards was as follows:


Remaining Creditable Amount		Expiry Year
NT$ (In Millions)
$	37	2016
	67	2017
	126	2018
	159	2019
	88	2020
	10	2021
	2	2022
	3	2023
	5	2024
	35	2025

$	532

The related information under the Integrated Income Tax System was as follows:

Undistributed earnings information

All Chunghwa’s earnings generated prior to June 30, 1988 have been appropriated.

Imputation credit account


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Balance of Imputation Credit Account (“ICA”)	$	8,269	$	7,577

The creditable ratios for distribution of earnings of 2014 and 2015 were 20.48% and 20.48% (expected ratio), respectively. Effective from January 1, 2015, the creditable ratio for individual shareholders residing in the Republic of China is half of the original creditable ratio according to the revised Article 66-6 of the Income Tax Law of the ROC.

When Chunghwa appropriated the earnings generated in and after 1998, the imputation credit allocated to local shareholders’ was based on the creditable rate as of the date of the dividends distribution date. The actual imputation credits allocated to shareholders of the Chunghwa was based on the balance of the Imputation Credit Accounts (ICA) as of the date of dividend distribution. Therefore, the expected creditable ratio for the 2015 earnings may differ from the actual creditable ratio to be used in allocating imputation credits to the shareholders.

Income tax examinations

Income tax returns of Chunghwa have been examined by the tax authorities through 2012. Income tax returns of SENAO, CHIEF, CHSI, CHPT, LED and Youth have been examined by the tax authorities through 2013. Income tax returns of CHST, CHYP, Unigate, SFD, ISPOT, Youyi, SHE, CEI, CHI and HHI have been examined by the tax authorities through 2014.

F-72

33.

EARNINGS PER SHARE

Net income and weighted average number of common stocks used in the calculation of earnings per share were as follows:

Net Income


	Year Ended December 31
	2013			2014		2015
	NT$			NT$		NT$
	(In Millions)
Net income used to compute the basic earnings per share
Net income attributable to the parent	$	41,494		$	36,970	$	42,039
Assumed conversion of all dilutive potential common stocks
Employee stock options, bonus and remunerations of subsidiaries		(3	)		—		(1	)

Net income used to compute the diluted earnings per share	$	41,491		$	36,970	$	42,038

Weighted Average Number of Common Stock

(Millions Shares)


	Year Ended December 31
	2013		2014		2015
Weighted average number of common stocks used to compute the basic earnings per share		7,757		7,757		7,757
Assumed conversion of all dilutive potential common stocks
Employee bonus or employee remuneration		12		13		19

Weighted average number of common stocks used to compute the diluted earnings per share		7,769		7,770		7,776

If Chunghwa may settle the employee bonus or employee remuneration in shares or cash, Chunghwa shall presume that it will be settled in shares and takes those shares into consideration when calculating the weighted average number of outstanding shares used in the calculation of diluted EPS if the shares have a dilutive effect. The dilutive effect of the shares needs to be considered until the stockholders approve the number of shares to be distributed to employees in their meeting in the following year.

34.

SHARE-BASED PAYMENT ARRANGEMENT

SENAO share-based compensation plans (“SENAO Plans”) described as follows:


Effective Date	Grant Date	Stock Options Units		Exercise Price
		(In Thousands)		NT$
2007.10.16 (“2007 Plan”)	2007.10.31		6,181	$42.60 (Original price $44.20)
2012.05.28 (“2013 Plan”)	2013.05.07		10,000	$81.40 (Original price $93.00)

Each option is eligible to subscribe for one common share when exercisable. Under the terms of the SENAO Plans, the options are granted at an exercise price equal to the closing price of the SENAO’s

F-73

common stocks listed on the TSE on the higher of closing price or par value. The SENAO Plans have exercise price adjustment formula upon the issuance of new common stocks, capitalization of retained earnings and/or capital reserves, stock split as well as distribution of cash dividends (except for 2007 Plan), except (i) in the case of issuance of new shares in connection with mergers and in the case of cancellation of outstanding shares in connection with capital reduction (2007 Plan is out of this exception), and (ii) except if the exercise price after adjustment exceeds the exercise price before adjustment. The options of all SENAO Plans are valid for six years and the graded vesting schedule for which 50% of option granted will vest two years after the grant date and another two tranches of 25%, each will vest three and four years after the grant date respectively.

SENAO elected not to apply IFRS 2 retrospectively for the share-based payment transactions which were granted and vested before the transition date, January 1, 2012.

Stock options granted on May 7, 2013 applied IFRS 2. The recognized compensation costs were $70 million, $93 million and $35 million for the years ended December 31, 2013, 2014 and 2015, respectively.

SENAO modified the plan terms of the outstanding stock options in June 2013, July 2014 and August 2015 for 2013 Plan, the exercise price changed from $93.00 to $89.40 per share, $89.40 to $84.30 per share and $84.30 to $81.40 per share, respectively. The modification did not cause any incremental fair value.

Information about SENAO’s outstanding stock options for the years ended December 31, 2013, 2014 and 2015 were as follows:


	Year Ended December 31, 2013
	Granted on October 31, 2007					Granted on May 7, 2013
	Number of Options			Weighted- average Exercise Price		Number of Options			Weighted- average Exercise Price
	(In Thousands)			NT$		(In Thousands)			NT$
Employee stock options
Options outstanding at beginning of the year		1,051		$	42.60		—		$	—
Options granted		—			—		10,000			93.00
Options exercised		(980	)	$	42.60		—		$	—
Options forfeited		(71	)		—		(128	)		—

Options outstanding at end of the year		—			—		9,872			89.40

Options exercisable at end of the year		—			—		—			—


	Year Ended December 31, 2014
	Granted on May 7, 2013
	Number of Options			Weighted- average Exercise Price
	(In Thousands)			NT$
Employee stock options
Options outstanding at beginning of the year		9,872		$	89.40
Options forfeited		(845	)		—

Options outstanding at end of the year		9,027			84.30

Options exercisable at end of the year		—			—

F-74


	Year Ended December 31, 2015
	Granted on May 7, 2013
	Number of Options			Weighted- average Exercise Price
	(In Thousands)			NT$
Employee stock options
Options outstanding at beginning of the year		9,027		$	84.30
Options forfeited		(1,240	)		—

Options outstanding at end of the year		7,787			81.40

Options exercisable at end of the year		4,049			81.40

As of December 31, 2014 information about employee stock options outstanding was as follows:


Options Outstanding				Options Exercisable
Range of Exercise Price	Number of Options	Weighted- average Remaining Contractual Life	Weighted- average Exercise Price	Number of Options	Weighted- average Exercise Price
NT$	(In Thousands)	(Years)	NT$	(In Thousands)	NT$
$84.30	9,027	4.35	$84.30	—	$—

As of December 31, 2015 information about employee stock options outstanding are as follows:


Options Outstanding				Options Exercisable
Range of Exercise Price	Number of Options	Weighted- average Remaining Contractual Life	Weighted- average Exercise Price	Number of Options	Weighted- average Exercise Price
NT$	(In Thousands)	(Years)	NT$	(In Thousands)	NT$
$81.40	7,787	3.35	$81.40	4,049	$81.40

SENAO used the fair value method to evaluate the options using the Black-Scholes model and the related assumptions and the fair value of the options were as follows:


	Stock Options Granted on May 7, 2013
Grant-date share price (NT$)	$	93.00
Dividends yield		—
Risk-free interest rate		0.91	%
Expected life		4.375 years
Expected volatility		36.22	%
Weighted-average fair value of grants (NT$)	$	28.72

F-75

Had SENAO used the fair value method to evaluate the options using the Black-Scholes model, the assumptions SENAO used and the fair value of the options would have been as follows:


	Stock Options Granted on October 31, 2007
Grant-date share price (NT$)	$	44.20
Dividends yield		1.49	%
Risk-free interest rate		2.00	%
Expected life		4.375 years
Expected volatility		39.82	%
Weighted-average fair value of grants (NT$)	$	13.69

Expected volatility was based on the historical share price volatility of SENAO over the period equal to the expected life of SENAO Plans.

CHPT share-based compensation plan decribed as follows:

CHPT granted 1,000 stock options to its qualified employees in December 2008. Under the CHPT option plan, each stock option entitles the holder to subscribe one thousand common shares at $12.60 per share. The options are valid for 5 years and based on the graded vesting schedule, two tranches of 30% of the option will vest two and three years after the grant date, respectively, and the remaining 40% will vest four years after the grant date. There is an exercise price adjustment formula upon the issuance of new common shares, capitalization of retained earnings and/or capital reserves, stock split, issuance of new shares in connection with mergers, issuance of global depositary receipts as well as distribution of cash dividends, except if the exercise price after adjustment exceeds the exercise price before adjustment.

For the year ended December 31, 2013 information about CHPT’s outstanding stock options was as follows:


	Year Ended December 31, 2013
	Number of Options			Weighted- average Exercise Price
				NT$
Employee stock options
Options outstanding at beginning of the period		920		$	10.10
Options exercised		(810	)		10.10
Options expired		(110	)		10.10

Options outstanding at end of the period		—			—

Options exercisable at end of the period		—			—

The share registration of 810 thousand employee stock options exercised in 2013 has been completed. 110 thousand of unexercised employee stock options were expired in December 2013. As of December 31, 2013, 2014 and 2015, CHPT has no outstanding employee stock options.

F-76

CHPT used the fair value to evaluate the options using the Black-Scholes model, the assumptions and the fair value of the options of CHPT would have been as follows:


	Stock Options Granted on December 31, 2008
Grant-date share price (NT$)	$	12.60
Dividends yield		—
Risk free interest rate		2.00	%
Expected life		3.1 years
Expected volatility		20	%
Weighted-average fair value of grants	$	3.80

CHIEF share-based compensation plan (“CHIEF Plan”) described as follows:


Effective Date	Resolution Date by CHIEF’s Board of Directors		Stock Options Units		Exercise Price
					NT$
2015.10.22		2015.10.22		2,000	$	43.00

Each option is eligible to subscribe for one thousand common shares when exercisable. Under the terms of the CHIEF Plan, the options are granted at an exercise price equal to $43.00. The options are granted to specific employees that meet the vesting conditions. The CHIEF Plan has exercise price adjustment formula upon the changes in common stocks or distribution of cash dividends. The options of CHIEF Plan are valid for five years and the graded vesting schedule will vest two years after the grant date.

Stock options granted on October 22, 2015 applied IFRS 2. The recognized compensation cost was $1 million for the year ended December 31, 2015.

Information about CHIEF’s outstanding stock options for the year ended December 31, 2015 was as follows:


	Year Ended December 31, 2015
	Granted on October 22, 2015
	Number of Options		Weighted Average Exercise Price
			NT$
Employee stock options
Options outstanding at beginning of the year		—	$	—
Options granted		2,000		43.00

Options outstanding at end of the period		2,000		43.00

Option exercisable at end of the year		—		—

As of December 31, 2015, information about employee stock options outstanding was as follows:


Options Outstanding				Options Exercisable
Range of Exercise Price	Number of Options	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price
NT$		(Years)	NT$		NT$
$43.00	2,000	4.81	$43.00	—	$—

F-77

CHIEF used the fair value method to evaluate the options using the binomial option pricing model and the related assumptions and the fair value of the options were as follows:


	Stock Options Granted on October 22, 2015
Grant-date share price (NT$)	$	39.55
Dividends yield		—
Risk-free interest rate		0.86	%
Expected life		5 years
Expected volatility		21.02	%
Weighted average fair value of grants (NT$)	$	4,863

Expected volatility was based on the average annualized historical share price volatility of CHIEF’s comparable companies before the grant date.

35.

NON-CASH TRANSACTIONS

For the years ended December 31, 2013, 2014 and 2015, the Company entered into the following non-cash investing activities:


	Year Ended December 31
	2013			2014		2015
	NT$			NT$		NT$
	(In Millions)
Increase in property, plant and equipment	$	36,727		$	32,084	$	24,451
Other payables		(345	)		475		633

	$	36,382		$	32,559	$	25,084

36.

OPERATING LEASE ARRANGEMENTS

The Company as lessee

Except for the ST-2 satellite referred in Note 40 to the consolidated financial statement, the Company entered into several lease agreements for base stations located all over in Taiwan. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Within one year	$	3,050	$	3,173
Longer than one year but within five years		5,808		5,614
Longer than five years		1,514		1,186

	$	10,372	$	9,973

F-78

The Company as lessor

The Company leases out some land and buildings. The future aggregate minimum lease collection under non-cancellable operating leases are as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Within one year	$	411	$	399
Longer than one year but within five years		525		527
Longer than five years		395		374

	$	1,331	$	1,300

37.

CAPITAL MANAGEMENT

The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of debt of the Company and the equity attributable to the parent.

The management reviews the capital structure of the Company as needed. As part of this review, the management considers the cost of capital and the risks associated with each class of capital.

According to the management’s suggestion, the Company maintains a balanced capital structure through paying cash dividends, increasing its share capital, purchasing treasury stock, and proceeds from new debt or repayment of debt.

38.

FINANCIAL INSTRUMENTS

Categories of Financial Instruments


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Financial assets
Measured at FVTPL
Held for trading	$	1	$	—
Hedging derivatives financial assets		—		1
Held-to-maturity financial assets		7,485		4,021
Loans and receivables (Note a)		56,933		63,738
Available-for-sale financial assets		6,281		5,511
Financial liabilities
Measured at FVTPL
Held for trading	$	—	$	—
Hedging derivative financial liabilities		—		—
Measured at amortized cost (Note b)		39,683		36,365


Note a:		The balances included cash and cash equivalents, trade notes and accounts receivable, accounts receivable from related parties, other current monetary assets, other financial assets and refundable deposits (classified as other noncurrent assets) which were loans and receivables. Please refer to Notes 7, 11, 14, 20 and 40.

F-79


Note b:		The balances included short-term loans, trade notes and accounts payable, payables to related parties, partial other payables, customers’ deposits and long-term loans which were financial liabilities carried at amortized cost. Please refer to Notes 22, 23, 24, 25 and 40.

Financial Risk Management Objectives

The main financial instruments of the Company include equity and debt investments, accounts receivable, accounts payables and loans. The Company’s Finance Department provides services to its business units, co-ordinates access to domestic and international capital markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk, and liquidity risk.

The Company seeks to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company’s policies approved by the Board of Directors. Those derivatives are used to hedge the risks of exchange rate fluctuation arising from operating or investment activities. Compliance with policies and risk exposure limits is audited by the Company’s Finance Department on a continuous basis. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

Chunghwa reports the significant risk exposures and related action plans timely and actively to the audit committee and if needed to the Board of Directors.

Market risk

The Company is exposed to market risks of changes in foreign currency exchange rates and interest rates. The Company uses forward exchange contracts to hedge the exchange rate risk arising from assets and liabilities denominated in foreign currencies.

There were no changes to the Company’s exposure to market risks or the manner in which these risks are managed and measured.

Foreign currency risk

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting periods are as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Assets
USD	$	5,308	$	4,596
EUR		16		47
SGD		77		110
RMB		112		41
JPY		3		245
Liabilities
USD		5,366		4,172
EUR		767		1,293
SGD		2		3
RMB		—		—
JPY		6		14

F-80

The carrying amount of the Company’s derivatives with exchange rate risk exposures at the end of the reporting period are as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Assets
USD	$	1	$	—
EUR		—		1
Liabilities
USD		—		—
EUR		—		—

Foreign currency sensitivity analysis

The Company is mainly exposed to the fluctuations of the currencies listed above.

The following table details the Company’s sensitivity to a 5% increase and decrease in the functional currency against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible changes in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and forward exchange contracts. A positive number below indicates an increase in pre-tax profit or equity where the functional currency weakens 5% against the relevant currency.


	Year Ended December 31
	2013			2014			2015
	NT$			NT$			NT$
	(In Millions)
Profit or loss
Monetary assets and liabilities (a)
USD	$	31		$	(3	)	$	21
EUR		(65	)		(38	)		(62	)
SGD		7			4			5
RMB		7			6			2
JPY		—			—			12
Derivatives (b)
USD		5			11			1
EUR		—			—			33
Equity
Derivatives (c)
EUR		—			(5	)		15

This is mainly attributable to the exposure to foreign currency denominated receivables and payables of the Company outstanding at the end of the reporting period.

This is mainly attributable to the forward exchange contracts.

This is mainly attributable to the changes in the fair value of derivatives that are designated as cash flow hedges.

For a 5% strengthening of the functional currency against the relevant currencies, there would be a comparable impact on the pre-tax profit or equity, and the balances above would be negative.

F-81

Interest rate risk

The carrying amounts of the Company’s exposures to interest rates on financial assets and financial liabilities at the end of the reporting period are as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Fair value interest rate risk
Financial assets	$	21,271	$	26,238
Financial liabilities		564		110
Cash flow interest rate risk
Financial assets		4,625		6,461
Financial liabilities		1,900		1,750

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 25 basis points higher/lower and all other variables were held constant, the Company’s pre-tax income would increase/decrease by $22 million, $6 million and $12 million for the years ended December 31, 2013, 2014 and 2015, respectively. This is mainly attributable to the Company’s exposure to floating interest rates on its financial assets and short-term and long-term loan.

Other price risks

The Company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The management managed the risk through holding various risk portfolios. Further, the Company assigned finance and investment departments to monitor the price risk.

Equity price sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices of listed equity securities had been 5% higher/lower:

Other comprehensive income would increase/decrease by $153 million, $196 million and $162 million as a result of the changes in fair value of available-for-sale assets for the years ended December 31, 2013, 2014 and 2015, respectively.

b.	Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The maximum credit exposure of the aforementioned financial instruments is equal to their carrying amounts recognized in consolidated balance sheet as of the balance sheet date.

F-82

The Company has large trade receivables outstanding with its customers. A substantial majority of the Company’s outstanding trade receivables are not covered by collateral or credit insurance. The Company has implemented ongoing measures including enhancing credit assessments and strengthening overall risk management. While the Company has procedures to monitor and limit exposure to credit risk on trade receivables, there can be no assurance such procedures will effectively limit its credit risk and avoid losses. This risk is heightened during periods when economic conditions worsen.

As the Company serves a large consumer base, the concentration of credit risk was limited.

c.	Liquidity risk

The Company manages and contains sufficient cash and cash equivalent position to support the operations and reduce the impact on fluctuation of cash flow.

Liquidity and interest risk tables

The following tables detailed the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company is required to pay.


	Weighted Average Effective Interest Rate (%)		Less Than 1 Month		1-3 Months		3 Months to 1 Year		1-5 Years		More than 5 Year		Total
			NT$		NT$		NT$		NT$		NT$		NT$
			(In Millions)
December 31, 2014

Non-derivative financial liabilities
Non-interest bearing		—	$	41,582	$	—	$	1,680	$	4,759	$	—	$	48,021
Floating interest rate instruments		1.22		—		—		—		1,755		145		1,900
Fixed interest rate instruments		1.37		—		500		64		—		—		564

			$	41,582	$	500	$	1,744	$	6,514	$	145	$	50,485

December 31, 2015

Non-derivative financial liabilities
Non-interest bearing		—	$	40,209	$	—	$	2,190	$	4,726	$	—	$	47,125
Floating interest rate instruments		1.13		—		—		8		1,646		96		1,750
Fixed interest rate instruments		1.82		50		—		60		—		—		110

			$	40,259	$	—	$	2,258	$	6,372	$	96	$	48,985

F-83

The following table detailed the Company’s liquidity analysis for its derivative financial instruments. The table has been drawn up based on the undiscounted gross inflows and outflows on those derivatives that require gross settlement.


	Less Than 1 Month		1-3 Months			3 Months to 1 Year		1-5 Years		Total
	NT$		NT$			NT$		NT$		NT$
	(In Millions)
December 31, 2014

Gross settled

Forward exchange contracts
Inflow	$	220	$	90		$	—	$	—	$	310
Outflow		219		90			—		—		309

	$	1	$	—		$	—	$	—	$	1

December 31, 2015

Gross settled

Forward exchange contracts
Inflow	$	26	$	474		$	492	$	—	$	992
Outflow		26		476			489		—		991

	$	—	$	(2	)	$	3	$	—	$	1

Financing facilities


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Unsecured bank loan facility
Amount used	$	564	$	110
Amount unused		35,315		41,278

	$	35,879	$	41,388

Secured bank loan facility
Amount used	$	1,900	$	1,750
Amount unused		818		200

	$	2,718	$	1,950

39.

FAIR VALUE INFORMATION

The fair value measurement guidance establishes a framework for measuring fair value and expands disclosure about fair value measurements. The standard describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value. The standard describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value. These levels are:

Level 1

fair value measurements: These measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2

fair value measurements: These measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

F-84

Level 3

fair value measurements: These measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Financial instruments that are not measured at fair value but for which fair value is disclosed

Except for what disclosed in the following table, the Company considers that the carrying amounts of finanal assets and liablities not measured at fair value approximate their fair values or the fair values cannot be reliable estimated:

December 31, 2014


	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3
Held-to-maturity financial assets
Corporate bonds	$	6,534	$	—	$	6,564	$	—
Bank debentures		951		—		952		—

	$	7,485	$	—	$	7,516	$	—

December 31, 2015


	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3
Held-to-maturity financial assets
Corporate bonds	$	3,871	$	—	$	3,891	$	—
Bank debentures		150		—		150		—

	$	4,021	$	—	$	4,041	$	—

The Level 2 fair values are estimated using discounted cash flow models. The models use market-based observable inputs including duration, yield rate and credit rating.

Financial instruments measured at fair value

December 31, 2014


	Level 1		Level 2		Level 3		Total
Financial assets at FVTPL
Derivative financial assets	$	—	$	1	$	—	$	1

Available-for-sale financial assets
Domestic and foreign listed securities
Equity investments	$	3,914	$	—	$	—	$	3,914

Hedging derivative financial liabilities	$	—	$	—	$	—	$	—

Financial liabilities at FVTPL
Derivative financial liabilities	$	—	$	—	$	—	$	—

F-85

December 31, 2015


	Level 1		Level 2		Level 3		Total
Financial assets at FVTPL
Derivative financial assets	$	—	$	—	$	—	$	—

Hedging derivative financial assets	$	—	$	1	$	—	$	1

Available-for-sale financial assets
Domestic and foreign listed securities
Equity investments	$	3,243	$	—	$	—	$	3,243

There were no transfers between Levels 1 and 2 for the years ended December 31, 2014 and 2015. There were no Level 3 investments measured at fair value on a recurring basis.

The fair values of financial assets and financial liabilities are determined as follows:

The fair values of financial assets and financial liabilities with standard terms and conditions and traded in active markets are determined with reference to quoted market prices.

For derivative financial assets and liabilities of forward exchange contracts, fair values are estimated using discounted cash flow model. The model uses market-based observable inputs including foreign exchange rates, and forward and spot prices for currencies to project fair value.

40.

RELATED PARTIES TRANSACTIONS

The ROC Government, one of Chunghwa’s customers has significant equity interest in Chunghwa. Chunghwa provides fixed-line services, wireless services, Internet and data and other services to the various departments and institutions of the ROC Government in the normal course of business and at arm’s-length prices. The transactions with the ROC government bodies have not been provided because the transactions are not individually or collectively significant. However, the related revenues and operating costs have been appropriately recorded.

The Company engages in business transactions with the following related parties:


Company		Relationship
Taiwan International Standard Electronics Co., Ltd.		Associate
So-net Entertainment Taiwan Limited		Associate
Skysoft Co., Ltd.		Associate
KingwayTek Technology Co., Ltd.		Associate
Dian Zuan Integrating Marketing Co., Ltd.		Associate
Viettel-CHT Co., Ltd.		Associate
Taiwan International Ports Logistics Corporation		Associate
Huada Digital Corporation		Joint venture
Chunghwa Benefit One Co., Ltd.		Joint venture
International Integrated System, Inc.		Associate
Senao Networks, Inc.		Associate
HopeTech Technologies Limited		Associate
ST-2 Satellite Ventures Pte., Ltd.		Associate
Xiamen Sertec Business Technology Co., Ltd.		Associate
Click Force Co., Ltd.		Associate
Other related parties

		(Continued)

F-86


Company		Relationship
Chunghwa Telecom Foundation		A nonprofit organization of which the funds donated by Chunghwa exceeds one third of its total funds
Senao Technical and Cultural Foundation		A nonprofit organization of which the funds donated by SENAO exceeds one third of its total funds
Sochamp Technology Co., Ltd.		Investor of significant influence over CHST
E-Life Mall Co., Ltd.		One of the directors of E-Life Mall and a director of SENAO are members of an immediate family
United Daily News Co., Ltd.		Investor of significant influence over SFD

		(Concluded)

Balances and transactions between Chunghwa and its subsidiaries, which are related parties of Chunghwa, have been eliminated on consolidation and are not disclosed in this note. Term of the foregoing transactions with related parties were not significantly different from transactions with non-related parties. When no similar transactions with non-related parties can be referenced, terms were determined in accordance with mutual agreements. Details of transactions between the Company and other related parties are disclosed below:

Operating transactions


	Revenues
	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Associates	$	367	$	329	$	333
Joint ventures		4		7		9
Others		69		97		81

	$	440	$	433	$	423


	Operating Costs and Expenses
	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Associates	$	1,486	$	1,663	$	1,451
Joint ventures		1		34		17
Others		74		69		62

	$	1,561	$	1,766	$	1,530

Non-operating transactions


	Non-operating Income and Expenses
	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Associates	$	33	$	34	$	36
Others		—		—		—

	$	33	$	34	$	36

F-87

Receivables


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Associates	$	62	$	29
Joint ventures		—		1
Others		19		12

	$	81	$	42

Payables


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Associates	$	402	$	602
Joint ventures		—		5
Others		6		4

	$	408	$	611

Customers’ deposits


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Associates	$	9	$	11
Others		—		—

	$	9	$	11

Acquisition of property, plant and equipment


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Associates	$	1,270	$	521	$	314
Joint ventures		—		—		11

	$	1,270	$	521	$	325

Prepayments

Chunghwa entered into a contract with ST-2 Satellite Ventures Pte., Ltd. on March 12, 2010 to lease capacity on the ST-2 satellite. This lease is for 15 years which should start from the official operation of ST-2 satellite and the total contract value is approximately $6,000 million (SG$261 million), including a prepayment of $3,068 million, and the rest of amount should be paid annually when ST-2 satellite starts its official operation. ST-2 satellite was launched in May 2011, and began its official operation in August 2011. The total rental expense for the year ended

F-88

December 31, 2015 was $404 million, which consisted of an offsetting credit of the prepayment of $204 million and an additional accrual of $200 million. The prepaid rents (classified as prepayments) as of December 31, 2014 and 2015, were as follows:


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Prepaid rents—current	$	204	$	204
Prepaid rents—noncurrent		2,163		1,959

	$	2,367	$	2,163

Compensation of key management personnel

The remuneration of directors and members of key management personnel for the years ended December 31, 2013, 2014 and 2015 were as follows:


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Short-term employee benefits	$	257	$	222	$	212
Share-based payment		6		10		3
Post-employment benefits		10		8		9

	$	273	$	240	$	224

The remuneration of directors and key executives is mainly determined by the compensation committee having regard to the performance of individual and market trends.

41.

PLEDGED ASSETS

The following assets are pledged as collaterals for long-term bank loans and custom duties of the imported materials.


	December 31
	2014		2015
	NT$		NT$
	(In Millions)
Property, plant and equipment, net	$	3,079	$	3,101
Land held under development (included in inventories)		1,999		1,999
Restricted assets (included in other assets—others)		1		2

	$	5,079	$	5,102

42.

SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

The Company’s remaining commitments under non-cancelable contracts with various parties, excluding those disclosed in other notes, were as follows:

Acquisitions of land and buildings of $647 million as of December 31, 2015.

Acquisitions of telecommunications equipment of $13,952 million as of December 31, 2015.

Unused letters of credit amounting to $50 million as of December 31, 2015.

F-89

A commitment to contribute $2,000 million to a Piping Fund administered by the Taipei City Government, of which $1,000 million was contributed by Chunghwa on August 15, 1996 (classified as other monetary assets—noncurrent). If the fund is not sufficient, Chunghwa will contribute the remaining $1,000 million upon notification from the Taipei City Government.

43.

SEGMENT INFORMATION

The Company has the following reportable segments that provide different products or services. The reportable segments are managed separately because each segment represents a strategic business unit that serves different markets. Segment information is provided to CEO who allocates resources and assesses segment performance. The Company’s measure of segment performance is mainly based on revenues and income before tax. The Company’s reportable segments are as follows:

Domestic fixed communications business—the provision of local telephone services, domestic long distance telephone services, broadband access, and related services;

Mobile communications business—the provision of mobile services, sales of mobile handsets and data cards, and related services;

Internet business—the provision of HiNet services and related services;

International fixed communications business—the provision of international long distance telephone services and related services;

Others—the provision of non-Telecom services and the corporate related items not allocated to reportable segments.

Some operating segments have been aggregated into a single operating segment taking into account the following factors: (a) the nature of the telecommunication products and services; (b) the nature of production processes of the telecommunication products and services are similar; (c) the type or class of customer for the telecommunication products and services; (d) the methods used to provide the services to the customers are the same; and (e) similar economic characteristics such as long-term gross profit margins.

There was no material differences between the accounting policies of the operating segments and the accounting policies described in Note 3.

Segment information

Analysis by reportable segment of revenue and operating results of continuing operations are as follows:


	Domestic Fixed Communi- cations Business		Mobile Communi- cations Business		Internet Business		International Fixed Communi- cations Business		Others			Total
	NT$		NT$		NT$		NT$		NT$			NT$
	(In Millions)
Year ended December 31, 2013
Revenues
From external customers	$	73,502	$	110,590	$	25,447	$	15,750	$	2,692		$	227,981
Intersegment revenues		18,447		5,702		4,354		2,107		1,232			31,842

Segment revenues	$	91,949	$	116,292	$	29,801	$	17,857	$	3,924			259,823

Intersegment elimination													(31,842	)

Consolidated revenues												$	227,981

Segment income before income tax	$	17,339	$	23,676	$	9,432	$	892	$	(2,243	)	$	49,096


								(Continued)

F-90


	Domestic Fixed Communi- cations Business		Mobile Communi- cations Business		Internet Business		International Fixed Communi- cations Business		Others			Total
	NT$		NT$		NT$		NT$		NT$			NT$
	(In Millions)
Year ended December 31, 2014
Revenues
From external customers	$	72,062	$	110,665	$	25,997	$	15,314	$	2,571		$	226,609
Intersegment revenues		19,728		5,324		4,705		2,256		2,422			34,435

Segment revenues	$	91,790	$	115,989	$	30,702	$	17,570	$	4,993			261,044

Intersegment elimination													(34,435	)

Consolidated revenues												$	226,609

Segment income before income tax	$	19,535	$	19,322	$	9,547	$	191	$	(2,043	)	$	46,552

Year ended December 31, 2015
Revenues
From external customers	$	72,535	$	114,877	$	25,777	$	15,460	$	3,146		$	231,795
Intersegment revenues		21,401		3,475		4,701		2,120		3,214			34,911

Segment revenues	$	93,936	$	118,352	$	30,478	$	17,580	$	6,360			266,706

Intersegment elimination													(34,911	)

Consolidated revenues												$	231,795

Segment income before income tax	$	23,231	$	19,394	$	9,918	$	1,120	$	(1,710	)	$	51,953


								(Concluded)

Other segment information

Other information reviewed by the chief operating decision maker or regularly provided to the chief operating decision maker was as follows:

For the year ended December 31, 2013


	Domestic Fixed Communi- cations Business		Mobile Communi- cations Business		Internet Business		International Fixed Communi- cations Business		Others		Total
	NT$		NT$		NT$		NT$		NT$		NT$
	(In Millions)
Share of the profit of associates and joint ventures accounted for using equity method	$	—	$	—	$	—	$	—	$	666	$	666

Interest income	$	12	$	9	$	6	$	2	$	534	$	563

Interest expenses	$	1	$	9	$	1	$	—	$	25	$	36

Operating costs and expenses	$	68,740	$	79,074	$	11,577	$	14,333	$	6,645	$	180,369

Depreciation and amortization	$	19,005	$	8,147	$	3,122	$	1,549	$	369	$	32,192


								(Continued)

F-91


	Domestic Fixed Communi- cations Business		Mobile Communi- cations Business		Internet Business		International Fixed Communi- cations Business		Others		Total
	NT$		NT$		NT$		NT$		NT$		NT$
	(In Millions)
Capital expenditure	$	20,362	$	9,245	$	4,621	$	1,559	$	595	$	36,382

Impairment loss on property, plant and equipment	$	—	$	254	$	—	$	—	$	—	$	254

Reversal of impairment loss on investment properties	$	246	$	—	$	—	$	—	$	—	$	246


								(Concluded)

For the year ended December 31, 2014


	Domestic Fixed Communi- cations Business		Mobile Communi- cations Business		Internet Business		International Fixed Communi- cations Business		Others		Total
	NT$		NT$		NT$		NT$		NT$		NT$
	(In Millions)
Share of the profit of associates and joint ventures accounted for using equity method	$	—	$	—	$	—	$	—	$	802	$	802

Interest income	$	24	$	12	$	10	$	2	$	240	$	288

Interest expenses	$	—	$	13	$	1	$	—	$	32	$	46

Operating costs and expenses	$	66,465	$	81,400	$	11,975	$	14,500	$	8,103	$	182,443

Depreciation and amortization	$	18,540	$	9,909	$	3,422	$	1,819	$	424	$	34,114

Capital expenditure	$	16,165	$	9,619	$	4,425	$	1,458	$	892	$	32,559

Impairment loss on property, plant and equipment	$	—	$	—	$	0.1	$	—	$	—	$	0.1

For the year ended December 31, 2015


	Domestic Fixed Communi- cations Business		Mobile Communi- cations Business		Internet Business		International Fixed Communi- cations Business		Others		Total
	NT$		NT$		NT$		NT$		NT$		NT$
	(In Millions)
Share of the profit of associates and joint ventures accounted for using equity method	$	—	$	—	$	—	$	—	$	897	$	897

Interest income	$	19	$	19	$	11	$	2	$	255	$	306

Interest expenses	$	—	$	10	$	—	$	—	$	23	$	33


								(Continued)

F-92


	Domestic Fixed Communi- cations Business		Mobile Communi- cations Business		Internet Business		International Fixed Communi- cations Business		Others		Total
	NT$		NT$		NT$		NT$		NT$		NT$
	(In Millions)
Operating costs and expenses	$	64,960	$	81,213	$	12,062	$	14,411	$	8,683	$	181,329

Depreciation and amortization	$	17,487	$	10,444	$	3,611	$	1,536	$	370	$	33,448

Capital expenditure	$	10,196	$	8,596	$	4,795	$	968	$	529	$	25,084

Impairment loss on property, plant and equipment	$	22	$	116	$	—	$	—	$	—	$	138

Reversal of impairment loss on investment properties	$	142	$	—	$	—	$	—	$	—	$	142


								(Concluded)

Main products and service revenues

The following is an analysis of the Company’s revenue from its major products and services.


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Mobile services revenue	$	76,709	$	77,469	$	80,867
Local telephone and domestic long distance telephone services revenue		41,278		38,905		36,690
Sales of product		33,103		34,795		36,509
Broadband access and domestic leased line services revenue		24,183		23,681		23,711
Internet services revenue		17,191		17,241		17,455
International network and leased telephone services revenue		12,675		11,951		11,319
Others		22,842		22,567		25,244

	$	227,981	$	226,609	$	231,795

Geographic information

The users of the Company’s services are mainly from Taiwan, R.O.C. The revenues it derived outside Taiwan are mainly revenues from international long distance telephone and leased line services. The geographic information for revenues was as follows:


	Year Ended December 31
	2013		2014		2015
	NT$		NT$		NT$
	(In Millions)
Taiwan, R.O.C.	$	217,986	$	216,173	$	220,917
Overseas		9,995		10,436		10,878

	$	227,981	$	226,609	$	231,795

F-93

The Company has long-lived assets in U.S., Singapore, Hong Kong, China, Vietnam, and Japan and except for $4,087 million and $4,041 million as of December 31, 2014 and 2015, respectively, in the aforementioned areas, the other long-lived assets are located in Taiwan, R.O.C.

Major customers

For the years ended December 31, 2013, 2014 and 2015, the Company did not have any single customer whose net revenue exceeded 10% of the total net revenue.

F-94