Last checked at 4 Aug 2021 10:37
NO.1
Subject: Acer Board of Directors approved 2021 Q2 consolidated results
Date of events:2021/08/04
Contents:
1.Date of the financial reports submitted to the board of directors or approved by the board of directors:2021/08/04
2.Date of the financial reports approved by the audit committee:2021/08/04
3.Start and end dates of financial reports of the reporting period (XXXX/XX/XX~XXXX/XX/XX): 2021/01/01~2021/06/30
4.Operating revenue accumulated from 1/1 to end of the period (thousand NTD):$151,333,534
5.Gross profit (loss) from operations accumulated from 1/1 to end of the period (thousand NTD):$17,900,174
6.Net operating income (loss) accumulated from 1/1 to end of the period (thousand NTD):$6,785,219
7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand NTD):$7,806,030
8.Profit (loss) accumulated from 1/1 to end of the period (thousand NTD):$5,777,531
9.Profit (loss) during the period attributable to owners of parent accumulated from 1/1 to end of the period (thousand NTD):$5,639,509
10.Basic earnings (loss) per share accumulated from 1/1 to end of the period (NTD):$1.88
11.Total assets end of the period (thousand NTD):$196,023,016
12.Total liabilities end of the period (thousand NTD):$134,017,307
13.Equity attributable to owners of parent end of the period (thousand NTD):$59,923,940
14.Any other matters that need to be specified: None
NO.2
Subject: Explanation about the Company's shareholders participating AHCI 's capital increase in cash
Date of events:2021/08/04
Contents:
1.Date of occurrence of the event:2021/08/04
2.Company name: Acer Inc.
3.Relationship to the Company (please enter "head office" or "subsidiaries"): Head office
4.Reciprocal shareholding ratios: N.A.
5.Cause of occurrence:
For the process of having the shares of Acer Healthcare Inc. ("AHCI") be listed and traded on Taiwan Stock Exchange or Taipei Exchange, the Company decides to release part of the new shares (3,167,675 shares) issued by AHCI's capital increase in cash to the Company's shareholders.
6.Countermeasures: None
7.Any other matters that need to be specified:
Explanation about the Company's shareholders who are eligible to subscribe the new shares issued by AHCI 's capital increase in cash:
(1)The Company's subsidiary, Acer Healthcare Inc. (non-public, hereinafter "AHCI"), will issue 5,000,000 common shares (hereinafter "AHCI new common shares") by second capital increased in cash in 2021. The AHCI new common shares will be issued at NT$16 per share, and it is expected to acquire NT$80 million to enrich capital for AHCI's operation and business. Pursuant to the Article 267 of Company Act, 15% of the AHCI new common shares, i.e. 750,000 common shares, will be reserved for the employees; and the remaining 85% of the AHCI new common shares, i.e. 4,250,000 common shares, will be reserved for the original shareholders of AHCI based on the list of shareholders roster on the dividend record date. Since the Company has held 95.71% of the shares of AHCI, the Company will be able to subscribe 4,067,675 common shares from the AHCI new common shares.
(2)The Company waives subscription from the AHCI new common shares that the Company may subscribed with 3,167,675 shares. The shareholders who are recorded in the Company's shareholders register on the latest book closure date (July 2, 2021) will be qualified to purchase AHCI's common shares with calculating the percentage of whose holding of the Company's common shares, and each share of the Company will be granted to purchase 0.001039 AHCI's common share (will be rounded down to the nearest whole number without any discretion).
(3)Shareholders may apply to the Company's stock affairs office for combination of their shares before the end of the payment date for the transaction. Shareholders not applying for combination within the period or whose combined shares are less than one AHCI's common shares will be deemed to waive whose rights of subscription.
(4)Shareholders who own the Company's share after the book closure date, before the end of the payment date for the purchase, will be granted to apply for the purchase by submitting whose certificate of stock ownership to the Company's stock affairs office. The Company will deem the applicant as the designated individuals and accept whose application of purchase in accordance with the conditions herein.
(5)In accordance with conditions herein, any shareholders who have rights to subscribe more than 1,000 AHCI's common shares, will be provided with the notice of the payment by an ordinary mail.
(6)As to the shareholder whose rights of purchase are less than 1,000 AHCI's common shares, the Company will not provide any notice individually besides this announcement, such shareholders shall contact to the Company's stock affairs office directly.
(7)Planned agenda for the transaction is as follows:
a. The payment term is from August 23, 2021 to August 26, 2021.
b. The end date of the application for the combination of the shares: August 26, 2021.
c. The end date of the application for the shareholders who own the Company's share after the book closure date (July 2, 2021): August 26, 2021.
(8)After the AHCI has been completed its changing registration for capital increase in cash, AHCI will notify the shareholder who participates the subscription separately.
NO.3
Subject: Announced on behalf of Acer subsidiary, ENNL, that acquires 100% shares of APX from AHN
Date of events:2021/08/04
Contents:
1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.):
Common shares of Asplex Sp. z o.o. ("APX")
2.Date of occurrence of the event:2021/08/04
3.Amount, unit price, and total monetary amount of the transaction:
To acquire 100% APX shares by its net worth (equivalent EUR 1.5M)
4.Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):
ENNL, AHN and APX are all indirect wholly-owned subsidiaries of the Company
5.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer: Not applicable
6.Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction: Not applicable
7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party): Not applicable
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): Not applicable
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions: Not applicable
10.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit: Board of Directors
11.Net worth per share of the Company's underlying securities acquired or disposed of: Not applicable
12.Cumulative no. of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: APX: up to capital of EUR 1.5 million ; 100% owned
13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present:
Current ratio of long or short term securities investment to the total assets: 0.37%; Current ratio of long or short term securities investment to shareholder's equity: 0.86%; Operating capital: NTD(8,698,204)K
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal: To adjust the investment structure
16.Any dissenting opinions of directors to the present transaction: Not applicable
17.Whether the counterparty of the current transaction is a related party: No
18.Date of the board of directors resolution:2021/08/04
19.Date of ratification by supervisors or approval by the Audit Committee: 2021/08/04
20.Whether the CPA issued an unreasonable opinion regarding the current transaction: Not applicable
21.Name of the CPA firm: Not applicable
22.Name of the CPA: Not applicable
23.Practice certificate number of the CPA: Not applicable
24.Whether the transaction involved in change of business model: No
25.Details on change of business model: Not applicable
26.Details on transactions with the counterparty for the past year and the expected coming year: Not applicable
27.Source of funds: Not applicable
28.Any other matters that need to be specified: None
NO.4
Subject: On behalf of AIT to publicly disclose its demerger of after-sales services business to ENIT
Date of events:2021/08/04
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer): Demerger
2.Date of occurrence of the event:2021/08/04
3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):
The company to be demerged: Acer Italy S.R.L. ("AIT")
The company to acquire the demerged business: Enfinitec Italy S.R.L. ("ENIT")
4.Counterparty (e.g., name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares): The company to acquire the demerged business: ENIT
5.Whether the counterparty of the current transaction is a related party: Yes
6.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:
Relationship between the counterparty and the Company: AIT and ENIT are both affiliates of Acer Inc. The purpose of this transaction is for the adjustments of group organization and investment structure. There's no impact on Acer's shareholders' equity.
7.Purpose/objective of the merger and acquisition: To optimize EMEA affiliates' relevant business.
8.Anticipated benefits of the merger and acquisition: To optimize EMEA affiliates' relevant business.
9.Effect of the merger and acquisition on net worth per share and earnings per share: There is no impact.
10.Merger closing procedure, including payment time and method for consideration:
From the effective date, AIT may transfer its demerged business to ENIT, and ENIT may issue share or fair consideration to Acer Europe B. V. ("AHN"), the sole shareholder of both AIT and ENIT.
11.Type of merger consideration and source of funds:
From the effective date, AIT may transfer its demerged business to ENIT, and ENIT may issue share or fair consideration to Acer Europe B. V. ("AHN"), the sole shareholder of both AIT and ENIT.
12.Share exchange ratio and basis of its calculation: Not applicable
13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: No
14.Name of the CPA, law or securities firm: Not applicable
15.Name of the CPA or lawyer: Not applicable
16.Practice certificate number of the CPA: Not applicable
17.Independent expert's report on the reasonableness of the share exchange ratio and the cash or other assets paid to the shareholders (1.The method, principles, or calculations adopted for determination of the public tender offer price, and comparison with the market-value method, cost method, and discounted cash flow method commonly used internationally; 2.comparison of the financial condition, profit status, and price-to-earnings ratio of the subject company with those of TWSE or GTSM listed companies in the same industry; 3.if a price appraisal report of an appraisal organization is taken into account in the public tender offer price, the opinion shall specify the content and conclusion of the appraisal report; and 4.if assets or shares of the subject company, or of the surviving company in the case of
a merger, are listed as collateral in the tender offeror's financing repayment plan, the opinion shall disclose the collateralization terms, and assessment of the impact on the financial and operational soundness, of the subject company or of the surviving company of the merger.): Not applicable
18.Scheduled timetable for consummation: It is planned to be completed before Dec. 31st, 2021.
19.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
From the effective date, AIT may transfer the asset and liabilities of its after-sales services business to ENIT accordance with applicable laws, and ENIT may generally assume it.
20.Basic information of companies participating in the merger: Not applicable.
21.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off): ENIT will be assigned assets 100K EUR and liabilities 500K EUR.
22.Conditions and restrictions on future transfers of shares resulting from the merger and acquisition: Not applicable
23.Post merger plan (including 1.willingness to continue operating the business of the company, and the content of plans to that effect; 2.if any, dissolution of the company; its delisting from an exchange (or OTC market); material changes in its organization, capital, business plan, financial operations, or production; or any other matter of material significance that would affect the company's shareholder equity):
All after-sales services business shall be divided and merged into and operated by ENIT. ENIT shall be concentrated on after-sales services business and related business.
24.Other important stipulations: None
25.Other important matters concerning the merger and acquisition: None
26.Whether the directors have any objection to the present transaction: No
27.Information regarding directors with personal interest (name of natural person director or name of legal person director and its representative, material interest of the director or the legal person represented by the director (including but not limited to form of actual or expected investment in another company in the merger, shareholding, transaction price, participation in the subject company's business or otherwise, and other terms of investment), reason for recusal or otherwise, details of recusal, and reason for a resolution for or against the merger proposal): None
28.Whether the transaction involved in change of business model: No
29.Details on change of business model: Not applicable
30.Details on transactions with the counterparty for the past year and the expected coming year: None
31.Source of funds: Not applicable
32.Any other matters that need to be specified: None
NO.5
Subject: On behalf of eDC to publicly disclose its division plan of real estate management business to the newly established company
Date of events:2021/08/04
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer): spin-off
2.Date of occurrence of the event:2021/08/04
3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):
Spin-off company: Acer e-Enabling Data Center Incorporated ("eDC")
The newly established company in the spin-off: Acer Asset Management Incorporated ("AAM")
4.Counterparty (e.g., name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):
The newly established company in the spin-off: AAM
5.Whether the counterparty of the current transaction is a related party: Yes
6.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:
eDC (the spin-off company) and AAM (the newly established company) are all 100% owned subsidiaries of Acer Inc. ("AI"). The purpose of this transaction is for group organization and investment structure adjustment. There's no impact on AI's shareholders' equity.
7.Purpose/objective of the merger and acquisition: To continuously optimize affiliates' operation and integrate Acer Group's resource.
8.Anticipated benefits of the merger and acquisition: To continuously optimize affiliates' operation and integrate Acer Group's resource.
9.Effect of the merger and acquisition on net worth per share and earnings per share: There is no impact.
10.Merger closing procedure, including payment time and method for consideration:
From the effective date, eDC may transfer its demerged business to AAM, and AAM may issue its ordinary shares to AI, the sole shareholder of eDC.
11.Type of merger consideration and source of funds:
From the effective date, eDC may transfer its demerged business to AAM, and AAM may issue its ordinary shares to AI, the sole shareholder of eDC.
12.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: The estimated business value of the business to be spin-off from eDC is NT$1,077,189,000. AAM shall issue 107,718,900 ordinary shares to AI, the sole shareholder of eDC.
(2)Basis of calculation: The share exchange ratio is determined based on the book value of the assets and liabilities of the spin-off business in the eDC financial statements as of August 31 2021, taking into account the adjusted number of the change occurring after August 31 2021 and before the scheduled spin-off date, and based on the exchange ratio of net worth per share and spin-off value.
13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: Yes
14.Name of the CPA, law or securities firm: Chung Sun Certified Public Accountants
15.Name of the CPA or lawyer: Ming-Sheng Wang
16.Practice certificate number of the CPA:
Taipei Certified Public Accountant Association member No.3235
Taiwan Provincial CPA Association member No.3709
17.Independent expert's report on the reasonableness of the share exchange ratio and the cash or other assets paid to the shareholders (1.The method, principles, or calculations adopted for determination of the public tender offer price, and comparison with the market-value method, cost method, and discounted cash flow method commonly used internationally; 2.comparison of the financial condition, profit status, and price-to-earnings ratio of the subject company with those of TWSE or GTSM listed companies in the same industry; 3.if a price appraisal report of an appraisal organization is taken into account in the public tender offer price, the opinion shall specify the content and conclusion of the appraisal report; and 4.if assets or shares of the subject company, or of the surviving company in the case of a merger, are listed as collateral in the tender offeror's financing repayment plan, the opinion shall disclose the collateralization terms, and assessment of the impact on the financial and operational soundness, of the subject company or of the surviving company of the merger.):
The evaluation for the division from independent expert: This consideration of transfer based on cash deduction from book value of the divided company's assets and liabilities is reasonable.
18.Scheduled timetable for consummation: Relevant information will be publicly disclosed in an additional announcement.
19.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
(1)From the spin-off date, the transferred eDC assets, liabilities and all rights and obligations effective on the spin-off date shall be generally assumed by AAM pursuant to the law.
(2)Unless the liabilities arising from the transferred business may be separated from eDC's liabilities existing before the spin-off, AAM shall, pursuant to Article 35 Paragraph 7 of the Business Mergers and Acquisitions Act, within the scope of capital contribution in exchange for the transferred business, be held jointly and severally liable with eDC for eDC's liabilities incurred prior to the spin-off. However, a creditor's right to claim shall be extinguished if not exercised within 2 years after the spin-off record date.
20.Basic information of companies participating in the merger: Not applicable.
21.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off):
(1)The estimated value of the business to be assigned to AAM: NT$1,077,189K.
(2)The assets estimated to be assigned to AAM: NT$1,078,603K.
(3)The total number and the types and volumes of the shares to be acquired by the shareholder of the spin-off company: 107,718,900 ordinary shares
(4)Matters related to the reduction: eDC will reduce its capital by NT$1,077,189K.
22.Conditions and restrictions on future transfers of shares resulting from the merger and acquisition: Not applicable
23.Post merger plan (including 1.willingness to continue operating the business of the company, and the content of plans to that effect; 2.if any, dissolution of the company; its delisting from an exchange (or OTC market); material changes in its organization, capital, business plan, financial operations, or production; or any other matter of material significance that would affect the company's shareholder equity):
To continuously optimize affiliates' operation.
24.Other important stipulations: None
25.Other important matters concerning the merger and acquisition: None
26.Whether the directors have any objection to the present transaction: No
27.Information regarding directors with personal interest (name of natural person director or name of legal person director and its representative, material interest of the director or the legal person represented by the director (including but not limited to form of actual or expected investment in another company in the merger, shareholding, transaction price, participation in the subject company's business or otherwise, and other terms of investment), reason for recusal or otherwise, details of recusal, and reason for a resolution for or against the merger proposal): None
28.Whether the transaction involved in change of business model: No
29.Details on change of business model: Not applicable
30.Details on transactions with the counterparty for the past year and the expected coming year: None
31.Source of funds: Not applicable
32.Any other matters that need to be specified: None
NO.6
ACER INCORPORATED
Minute of the 2021 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