Equity

12 Months Ended

Dec. 31, 2020

Disclosure Of Classes Of Share Capital [Abstract]

30.

EQUITY

Share capital

Common stocks

	December 31
	2019		2020
	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

Each issued common stock with par value of $10 entitled the right to vote and receive dividends.

Global depositary receipts

The MOTC and some stockholders sold some common stocks of Chunghwa in an international offering of securities in the form of American Depositary Shares (“ADS”) (one ADS represents 10 common stocks) in July 2003, August 2005, and September 2006. The ADSs were traded on the New York Stock Exchange since July 17, 2003. As of December 31, 2020, the outstanding ADSs were 220 million common stocks, which equaled 22 million units and represented 2.84% 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 are entitled to, 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 adjustments of additional paid-in capital for the years ended December 31, 2018, 2019 and 2020 were as follows:

	Share Premium		Movements of Additional Paid-in Capital for Associates and Joint Ventures Accounted for Using Equity Method		Movements of Additional Paid-in Capital Arising from Changes in Equities of Subsidiaries			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, 2018	$	126,045	$	—	$	1,221		$	161	$	16	$	20,648	$	148,091
Unclaimed dividend		—		—		—			—		2		—		2
Partial disposal of interests in subsidiaries		—		—		—			826		—		—		826
Change in additional paid-in capital for not participating in the capital increase of a subsidiary		—		—		777			—		—		—		777
Share-based payment transactions of subsidiaries		—		—		11			—		—		—		11
Treasury stock transfer of subsidiaries		—		—		55			—		—		—		55
Balance on December 31, 2018	$	126,045	$	—	$	2,064		$	987	$	18	$	20,648	$	149,762

Balance on January 1, 2019	$	126,045	$	—	$	2,064		$	987	$	18	$	20,648	$	149,762
Unclaimed dividend		—		—		—			—		1		—		1
Share-based payment transactions of subsidiaries		—		—		(1	)		—		—		—		(1	)
Balance on December 31, 2019	$	126,045	$	—	$	2,063		$	987	$	19	$	20,648	$	149,762

Balance on January 1, 2020	$	126,045	$	—	$	2,063		$	987	$	19	$	20,648	$	149,762
Unclaimed dividend		—		—		—			—		2		—		2
Change in additional paid-in capital for not participating in the capital increase of a subsidiary		—		—		—			—		—		—		—
Share-based payment transactions of subsidiaries		—		—		26			—		—		—		26
Balance on December 31, 2020	$	126,045	$	—	$	2,089		$	987	$	21	$	20,648	$	149,790

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 utilized to offset deficits. Furthermore, when Chunghwa has no deficit, it may be distributed in cash or capitalized, which however is limited to a certain percentage of Chunghwa’s paid-in capital except the additional paid-in capital arising from unclaimed dividend can only be utilized to offset deficits.

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.

Among additional paid-in capital from movements of investments in associates and joint ventures accounted for using equity method, the portion arising from the difference between consideration received and the carrying amount of the subsidiaries’ net assets upon disposal may be utilized to offset deficits; furthermore, when the Company has no deficit, it may be distributed in cash or capitalized. However, other additional paid-in capital recognized in proportion of share ownership may only be utilized to offset deficits.

Retained earnings and dividends policy

In accordance with the Chunghwa’s Articles of Incorporation, Chunghwa must pay all outstanding taxes, offset deficits in prior years and set aside a legal reserve equal to 10% of its net income before distributing a dividend or making any other distribution to stockholders, except when the accumulated amount of such legal reserve equals to Chunghwa’s total issued capital, and depending on its business needs or requirements, may also set aside or reverse special reserves. No less than 50% of the remaining earnings comprising remaining balance of net income, if any, plus cumulative undistributed earnings shall be distributed as stockholders’ dividends, of which 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.

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 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.

The appropriations of the 2018 and 2019 earnings of Chunghwa approved by the stockholders in their meetings on June 21, 2019 and May 29, 2020 were as follows:

Appropriation of Earnings

Dividends Per Share

(NT$)

For Fiscal

Year 2018

For Fiscal

Year 2019

For Fiscal

Year 2018

For Fiscal

Year 2019

Cash dividends

34,746

32,783

4.479

4.226

The appropriations of earnings for 2020 had been proposed by Chunghwa’s Board of Directors on February 23, 2021. The appropriations and dividends per share were as follows:

Appropriation

of Earnings

Dividends

Per Share (NT$)

Cash dividends

33,404

4.306

The appropriations of earnings for 2020 are subject to the resolution of the stockholders’ meeting planned to be held on May 28, 2021. Information of the appropriation of Chunghwa’s earnings proposed by the Board of Directors and approved by the stockholders is available on the Market Observation Post System website.

Others

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.

Unrealized gain or loss on financial assets at FVOCI

	Year Ended December 31
	2018			2019		2020
	NT$			NT$		NT$
	(In Millions)
Beginning balance	$	883		$	538	$	735
Unrealized gain or loss for the year
Equity instruments		(345	)		197		522
Transferred accumulated gain or loss to unappropriated earnings resulting from the disposal of equity instruments (Note 9)		—			—		(17	)
Ending balance	$	538		$	735	$	1,240

Noncontrolling interests

	Year Ended December 31
	2018			2019			2020
	NT$			NT$			NT$
	(In Millions)
Beginning balance	$	8,470		$	9,857		$	10,115
Effect of retrospective application of IFRS 16		—			(20	)		—
Beginning balance as adjusted		8,470			9,837			10,115
Attributable to noncontrolling interests
Net income for the year		1,024			974			1,285
Exchange differences arising from the translation of the net investment in foreign operations		(3	)		8			(14	)
Unrealized gain or loss on financial assets at FVOCI		(1	)		(26	)		(3	)
Remeasurements of defined benefit pension plans		(9	)		15			17
Income tax relating to remeasurements of defined benefit pension plans		3			(3	)		(3	)
Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method		1			(1	)		(1	)
Cash dividends distributed by subsidiaries		(958	)		(710	)		(775	)
Partial disposal of interests in subsidiaries		349			—			—
Share-based payment transactions of subsidiaries		42			22			63
Change in additional paid-in capital for not proportionately participating in the capital increase of subsidiaries		700			—			—
Change in additional paid-in capital from investments in associates and joint ventures accounted for using equity method		—			—			(2	)
Other changes in additional paid-in capital of subsidiaries		—			—			—
Net increase (decrease) in noncontrolling interests		239			(1	)		476
Ending balance	$	9,857		$	10,115		$	11,158