10 Nov 2016 09:12
Subject: (Amended) capital Injection into Acer SoftCapital Incorporated (ASCBVI) and Acer Cloud Technology Inc. (ACTI) directly and indirectly
Date of events: 2016/11/10
Contents:
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield): Common shares of ASCBVI or ACTI
2.Date of occurrence of the event: 2016/11/10
3.Volume, unit price, and total monetary amount of the transaction:
To make a capital injection up to US$ 45 million, directly investing into ASCBVI or indirectly investing into ACTI through Acer American Holdings Corp. (AAH).
4.Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
ASCBVI:100% owned by the Company
ACTI:100% owned by AAH
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition: Not applicable
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person's relationship to the company at those times: Not applicable
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced): Not applicable
8.Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained):Not applicable
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:Not applicable
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department: Board of Directors of Acer Incorporated
11.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges): ASCBVI and ACTI: up to capital of US$297.08 million ; 100% owned
12.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement: Current ratio of long or short term securities investment to the total assets: 58.30%; Current ratio of long or short term securities investment to the total assets and shareholder's equity: 118.17%%; operating capital:(NTD 14,262,108K)
13.Broker and broker's fee: None
14.Concrete purpose or use of the acquisition or disposition:
Regarding the amount of USD 65 million originally provided to ASCBVI for the purpose of implementing strategic investment of Acer Group, except for the amount of USD 20 million is reserved for investing in Acer TW-US Venture Investment Fund I, the remaining amount of USD 45 million will be used jointly by ASCBVI and ACTI to implement Acer Group's strategic investment.
15.Net worth per share of company underlying securities acquired or disposed of: None
16.Do the directors have any objection to the present transaction?: None
17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: Not applicable
18.Any other matters that need to be specified: None