Last checked at 12 Jun 2020 10:10
No.1
Subject: Material resolutions of the Company's 2020 General Shareholders' Meeting
Date of events : 2020/06/12
Statement:
1. Date of the shareholders meeting: 2020/06/12
2. Important resolutions (1) Profit distribution/ deficit compensation:
Ratification Proposal of Profit Appropriation for the Year 2019
3. Important resolutions (2) Amendments to the corporate charter: None
4. Important resolutions (3) Business report and financial statements:
Ratification Proposal of the Financial Statements and Business Report for the Year 2019
5. Important resolutions (4) Elections for board of directors and supervisors:
Seven Directors Elected (Including Four Independent Directors)
The list of New Directors is as follows:
Director: Stan Shih
Director: Jason Chen
Director: Hung Rouan Investment Corp.
Legal Representative: Maverick Shih
Independent Director: Ching-Hsiang Hsu
Independent Director: Ji-Ren Lee
Independent Director: San-Cheng Chang
Independent Director: Yuri, Kure
6. Important resolutions (5)Any other proposals:
Approved the Proposal of Cash Distribution from the Capital Surplus
Approved the Proposal of Amendments to Acer's Internal Rule: Procedures for Acquiring or Disposing of Assets
Released Non-Compete Restrictions on Newly-Elected Directors and their Representatives
7. Any other matters that need to be specified:None
No.2
Subject: Elected All Directors (including Independent Directors) of the Company
Date of events: 2020/06/12
Statement:
1.Date of occurrence of the change: 2020/06/12
2.Appointment of or changed personnel (juristic-person director, juristic-person supervisor, independent director, natural-person director or natural-person supervisor):
juristic-person director, independent director, natural-person director
3.Title, name and resume of the replaced personnel:
Director:
(1)Jason Chen/Chairman, Acer
(2)Stan Shih/Director, Acer
(3)George Huang/Director, Acer
(4)Hung Rouan Investment Corp. Legal Representative: Maverick Shih/Director, Acer
(5)Smart Capital Corp. /Director, Acer
Independent Director:
(1)F.C. Tseng/Independent Director, Acer
(2)Ji-Ren Lee/Independent Director, Acer
(3)Ching-Hsiang Hsu/Independent Director, Acer
4.Title, name and resume of the new personnel:
Director:
(1)Jason Chen/Chairman, Acer
(2)Stan Shih/Director, Acer
(3)Hung Rouan Investment Corp. Legal Representative: Maverick Shih/Director, Acer
Independent Director:
(1)Ching-Hsiang Hsu/Chairman, eMemory Technology Inc.
(2)Ji-Ren Lee/Independent Director, Acer
(3)San-Cheng Chang/Chairman, SanCode Education Foundation
(4)Yuri, Kure/Lee and Li, Attorney-at-Law, Senior Associate-Japan Project Manager
5.Type of the change (please enter: "resignation", "discharge", "tenure expired", "death" or "new appointment" ): tenure expired
6.Reason for the change: tenure expired
7.Number of shares held by the new personnel at the time of appointment:
Jason Chen 2,633,480 Shares
Stan Shih 34,989,531 Shares
Hung Rouan Investment Corp. Legal Representative:
Maverick Shih 73,629,933 Shares
Independent Director:
Ching-Hsiang Hsu 0 Shares
Ji-Ren Lee 0 Shares
San-Cheng Chang 530,322 Shares
Yuri, Kure 0 Shares
8.Original term (from __________ to __________):2017/06/21~2020/06/12
9.Effective date of the new appointment:2020/06/12
10.Rate of turnover of directors of the same term:NA
11.Rate of turnover of independent director of the same term:NA
12.Rate of turnover of supervisor of the same term:NA
13.Change in one-third or more of directors ("Yes" or "No"):Yes
14.Any other matters that need to be specified: None
No.3
Subject: To Announce the Company's Audit Committee Members Change
Date of events : 2020/06/12
Statement:
1.Date of occurrence of the change:2020/06/12
2.Name of the functional committees: Audit Committee
3.Name and resume of the replaced member:
Ching-Hsiang Hsu/Independent Director
F.C. Tseng/Independent Director
Ji-Ren Lee/Independent Director
4.Name and resume of the new member:
Ching-Hsiang Hsu/Independent Director
Ji-Ren Lee/Independent Director
San-Cheng Chang/Independent Director
Yuri, Kure/Independent Director
5.Type of the change (please enter: "resignation", "discharge", "tenure expired" , "death" or "new appointment"): tenure expired
6.Reason of the change: tenure expired
7.Original term (from __________ to __________):2017/06/21~2020/06/12
8.Effective date of the new member:2020/06/12
9.Any other matters that need to be specified: None
No.4
Subject: To Announce the Company's Remuneration Committee Members Change
Date of events: 2020/06/12
Statement:
1.Date of occurrence of the change:2020/06/12
2.Name of the functional committees: Remuneration Committee
3.Name and resume of the replaced member:
Ji-Ren Lee/Independent Director
F.C. Tseng/Independent Director
Ching-Hsiang Hsu/Independent Director
4.Name and resume of the new member:
Ji-Ren Lee/Independent Director
Ching-Hsiang Hsu/Independent Director
San-Cheng Chang/Independent Director
5.Type of the change (please enter: "resignation", "discharge", "tenure expired" , "death" or "new appointment"): tenure expired
6.Reason of the change: tenure expired
7.Original term (from __________ to __________):2017/06/21~2020/06/12
8.Effective date of the new member:2020/06/12
9.Any other matters that need to be specified:None
No.5
Subject: Released Non-Compete Restrictions on Newly-Elected Directors and their Representatives
Date of events:2020/06/12
Statement:
1.Date of the shareholders' meeting resolution:2020/06/12
2.Name and title of the director with permission to engage in competitive conduct:
Director:
Stan Shih
Jason Chen
Hung Rouan Investment Corp. Legal Representative: Maverick Shih
Independent Director:
Ching-Hsiang Hsu
Ji-Ren Lee
San-Cheng Chang
Yuri, Kure
3.Items of competitive conduct in which the director is permitted to engage:
Items which are not detrimental to the Company's benefit.
4.Period of permission to engage in the competitive conduct:
During the term of the directors of the Company.
5.Circumstances of the resolution (please describe the results of the voting under Article 209 of the Company Act):
Approval votes:1,506,962,930 Shares/89.52%;
Disapproval votes:2,893,570 Shares/0.17%;
Invalid votes:0 Shares/0%;
Abstention votes/No votes:173,615,025 Shares/10.31%
6.If the permitted competitive conduct is business of a mainland China area enterprise, the name and title of the director (if it is not business of a mainland China area enterprise, please enter "not applicable" below):
Director: Jason Chen; Hung Rouan Investment Corp. Legal Representative: Maverick Shih
7.Company name of the mainland China area enterprise and the director's position in the enterprise:
Jason Chen:
(1)Acer Computer (Shanghai) Ltd. Position：Director
(2)Acer Cloud Technology(Chongqing) Ltd. Position：Director
(3)Acer (Chongqing) Ltd. Position：Director
(4)Beijing Altos Computing Ltd. Position：Director
(5)Acer China Venture Corp Position：Director
Maverick Shih:
(1)Acer Cloud Technology(Chongqing) Ltd. Position：Chairman
(2)Shanghai AST Technology Service Ltd. Position：Director
8.Address of the mainland China area enterprise:
(1)Acer Computer (Shanghai) Ltd.：No.769, Jiujiang Road, Huangpu District, Shanghai
(2)Acer Cloud Technology(Chongqing) Ltd.：No.19, datagu East Road, Xiantao, shuanglonghu street, Yubei District, Chongqing
(3)Acer (Chongqing) Ltd.：No.68, Zourong Road, Yuzhong District, Chongqing
(4)Beijing Altos Computing Ltd.：2/F, block B, building 1, No. 101, Jingshun Road, Chaoyang District, Beijing
(5)Acer China Venture Corp：No.19, datagu East Road, Xiantao, shuanglonghu street, Yubei District, Chongqing
(6)Shanghai AST Technology Service Ltd.：Room 407n07, No. 373-381, nansuzhou Road, Huangpu District, Shanghai
9.Business items of the mainland China area enterprise:
(1)Acer Computer (Shanghai) Ltd.：Sale of brand-name IT products
(2)Acer Cloud Technology(Chongqing) Ltd.：Design, development, sales, and advisory of computer software and hardware
(3)Acer (Chongqing) Ltd.：Sale of brand-name IT products
(4)Beijing Altos Computing Ltd.：Programs and services of intelligent transportation and electronic ticketing
(5)Acer China Venture Corp：Fund company management
(6)Shanghai AST Technology Service Ltd.：System integration service
10.Degree of effect on the Company's finances and business: No
11.If the director has invested in the mainland China area enterprise, the monetary amount of the director's investment and the director's shareholding ratio:No
12.Any other matters that need to be specified:None
No.6
Subject: To announce the adjustment of cash dividends payout ratio
Date of events: 2020/06/12
Statement:
1.Date of the resolution of the board of directors or shareholders'meeting:2020/06/12
2.Type and monetary amount of original dividend distribution:
Appropriations of earnings in cash dividends: NTD1,352,970,884/NT$0.44 per share
Cash distributed from legal reserve and capital surplus: NTD1,014,728,163/ NT$0.33 per share
3.Type monetary amount of dividend distribution after the change:
Appropriations of earnings in cash dividends: NTD1,352,970,884/NT$0.443909 per share
Cash distributed from legal reserve and capital surplus: NTD1,014,728,163/ NT$0.332932 per share
4.Reason for the change:
Since the Company has bought back its 27,080,000 shares and the number of the outstanding shares have been changed, the ratio of cash dividend needs to be adjusted accordingly.
5.Any other matters that need to be specified: None
No.7
Subject: Board of Director meeting elected Jason Chen as the Chairman of Acer Inc.
Date of events: 2020/06/12
Statement:
1.Date of the board of directors resolution or date of occurrence of the change: 2020/06/12
2.Type of personnel (chairman or general manager):Chairman
3.Name and resume of the replaced personnel: Jason Chen/Chairman, Acer
4.Name and resume of the new personnel: Jason Chen/Chairman, Acer
5.Type of the change (please enter: "resignation", "conge", tenure expired" ,"position adjustment", "dismissal", "retirement", "death" or "new appointment" ):tenure expired
6.Reason for the change: tenure expired
7.Effective date of the new appointment:2020/06/12
8.Any other matters that need to be specified:None
No.8
ACER INCORPORATED
Minute of 2020 General Shareholders' Meeting ("GSM")
The above document has been uploaded to MOPS, the regulatory system of Taiwan Stock Exchange, and can be viewed at or downloaded from the Acer Inc. website at https://www.acer-group.com/ag/en/TW/content/shareholders-service