Last checked at 17 Mar 2021 11:08
No.1
Subject: Acer Board of Directors approved 2020 consolidated results
Date of events: 2021/03/17
Contents:
1.Date of the financial reports submitted to the board of directors or approved by the board of directors:2021/03/17
2.Date of the financial reports approved by the audit committee:2021/03/17
3.Start and end dates of financial reports of the reporting period (XXXX/XX/XX ~ XXXX/XX/XX): 2020/01/01~2020/12/31
4.Operating revenue accumulated from 1/1 to end of the period (thousand NTD): NT$277,112,477
5.Gross profit (loss) from operations accumulated from 1/1 to end of the period (thousand NTD): NT$30,119,615
6.Net operating income (loss) accumulated from 1/1 to end of the period (thousand NTD): NT$8,935,838
7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand NTD): NT$8,905,103
8.Profit (loss) accumulated from 1/1 to end of the period (thousand NTD): NT$6,145,610
9.Profit (loss) during the period attributable to owners of parent accumulated from 1/1 to end of the period (thousand NTD): NT$6,029,287
10.Basic earnings (loss) per share accumulated from 1/1 to end of the period (NTD): NT$2.01
11.Total assets end of the period (thousand NTD): NT$183,908,672
12.Total liabilities end of the period (thousand NTD): NT$121,966,708
13.Equity attributable to owners of parent end of the period (thousand NTD): NT$60,293,331
14.Any other matters that need to be specified: None
No.2
Subject: Acer Board approved the convening of the 2021 General Shareholders' Meeting
Date of events: 2021/03/17
Contents:
1.Date of the board of directors' resolution:2021/03/17
2.Shareholders meeting date:2021/06/11
3.Shareholders meeting location: Aspire Resort (No. 428, Kewang Rd., Longtan District, Taoyuan City)
4.Cause for convening the meeting (1)Reported matters:
(1)Business Report for the year 2020
(2)Audit Committee Report
(3)Report on Execution of Employees' Profit Sharing Bonus and Board Directors' Compensation for the year 2020
(4)Report on the Distribution of Cash Dividend for the year 2020
(5)Report on the status of shares-release of the Company's certain subsidiaries' shares which will be listed on Taiwan Stock Exchange or Taipei Exchange
(6)Report on the unsecured corporate bonds of Acer Inc.
5.Cause for convening the meeting (2)Acknowledged matters:
(1)Ratification Proposal of the Financial Statements and Business Report for the year 2020
(2)Discussion Proposal of the Proposal for Profit & Loss Appropriation for the year 2020
6.Cause for convening the meeting (3)Matters for Discussion:
(3)To Approve the Proposal of the Amendments to Acer's Internal Rules:
I. Procedures for Acquiring or Disposing of Assets
II. Procedures Governing Lending of Capital to Others
7.Cause for convening the meeting (4)Election matters: None
8.Cause for convening the meeting (5)Other Proposals: None
9.Cause for convening the meeting (6)Extemporary Motions: None
10.Book closure starting date:2021/04/13
11.Book closure ending date:2021/06/11
12.Any other matters that need to be specified:
(1)Pursuant to Article 26-2 of the Securities and Exchange Act, the shareholders' meeting notice which given 30 days prior to whom owns less than 1,000 shares of the Company may be effected by means of public announcement; and to comply with Section 1 and 3 of Article 183 of the Company Act, the distribution of the meeting minutes to all shareholders within 20 days after the meeting closed could be effected by means of public announcement as well.
(2)Under the provisions of the Company Act, any shareholders representing no less than 1% of the Company's share capital may submit substantiated proposals in respect of the General Shareholders' Meeting via certified notice which shall be received at the Shareholders' Service Office (7F-5, No. 369, Fuxing N. Rd., Taipei City) from 9:00 March 19, 2021 until 17:00 March 29, 2021. Any other relevant matters shall be handled and publicly announced in accordance with the applicable laws and regulations.
No.3
Subject: Acer BOD proposed dividend distribution
Date of events:2021/03/17
Contents:
1.Date of the board of directors resolution :2021/03/17
2.Year or quarter which dividends belong to: FY 2020
3.Period which dividends belong to:2020/01/01~2020/12/31
4.Appropriations of earnings in cash dividends to shareholders (NT$ per share): NT$1.5 per share
5.Cash distributed from legal reserve and capital surplus to shareholders (NT$ per share): 0
6.Total amount of cash distributed to shareholders (NT$): NT$4,571,780,742
7.Appropriations of earnings in stock dividends to shareholders (NT$ per share): 0
8.Stock distributed from legal reserve and capital surplus to shareholders (NT$ per share): 0
9.Total amount of stock distributed to shareholders (shares):0
10.Any other matters that need to be specified: None
11.Per value of common stock:NT$10
No.4
Subject: To announce the Ex-dividend record date
Date of events: 2021/03/17
Contents:
1.Date of the resolution by the board of directors or shareholders meeting or decision by the Company:2021/03/17
2.Type of ex-rights or ex-dividend (please enter: "Ex-rights", "Ex-dividend", or "Ex-rights and dividend"):Ex-dividend
3.Type and monetary amount of dividend distribution:
Appropriations of earnings in cash dividends: NT$4,571,780,742/NT$1.5 per share
4.Ex-rights (ex-dividend) trading date:2021/06/30
5.Last date before book closure:2021/07/01
6.Book closure starting date:2021/07/02
7.Book closure ending date:2021/07/06
8.Ex-rights (ex-dividend) record date:2021/07/06
9.Any other matters that need to be specified: Cash dividend distribution date:2021/08/05.
No.5
Subject: ACER Board of Directors approved the issuance of unsecured corporate bond
Date of events: 2021/03/17
Contents:
1.Date of the board of directors resolution:2021/03/17
2.Name [issue no.__ of (secured, unsecured) corporate bonds of ___________ (company)]: Acer Inc. unsecured corporate bonds.
3.Total amount issued:
No more than NT$10,000,000,000 and issued at one time or separately
4.Face value per bond: NT$1,000,000
5.Issue price: At face value
6.Issuance period: To be decided based on market condition, but no longer than 10 years.
7.Coupon rate: Fixed coupon rate, to be determined on market condition
8.Types, names, monetary values and stipulations of collaterals: Not applicable
9.Use of the funds raised by the offering and utilization plan: Repaying debts and working capital replenishment
10.Underwriting method: Public offering through underwriting
11.Trustees of the corporate bonds: Authorizing the Chairman or his appointed substitute with full power to decide
12.Underwriter or agent: Authorizing the Chairman or his appointed substitute with full power to decide
13.Guarantor(s) for the issuance: Not applicable
14.Agent for payment of the principal and interest: Authorizing the Chairman or his appointed substitute with full power to decide
15.Certifying institution: Not applicable
16.Where convertible into shares, the rules for conversion: None
17.Sell-back conditions: Not applicable
18.Buyback conditions: Not applicable
19.Reference date for any additional share exchange, stock swap, or subscription: Not applicable
20.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription: Not applicable
21.Any other matters that need to be specified: None
No.6
Subject: On behalf of the subsidiary, ASDI, to announce the acquisition of right-of-use assets of real estate.
Date of events: 2021/03/17
Contents:
1.Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City):
(1) Aspire Resort(1~5F. and partial B1~B2, No. 428, Kewang Rd., Longtan Dist., Taoyuan City, Taiwan and Land No. 2595, Heyuan Section, Longtan Dist., Taoyuan City); and
(2) Aspire Park- Elegant House(No. 46 and No. 66, Ln. 205, Kewang Rd.,Longtan Dist., Taoyuan City, Taiwan and No. 1, Ln. 237, Kewang Rd., Longtan Dist., Taoyuan City, Taiwan)
2.Date of occurrence of the event:2021/03/17
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit price, and total transaction price:
(1)Transaction volume:
i. Aspire Resort: about 5,667 p'ing;
ii.Aspire Park- Elegant House: about 3,848 p'ing
(2)Monthly rent price:
i. Aspire Resort: NT$1,300 thousands;
ii.Aspire Park- Elegant House: NT$1,900 thousands
(3)Total amount of right-of-use assets:
i. Aspire Resort: NT$15,549 thousands;
ii.Aspire Park- Elegant House: NT$22,725 thousands
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):
Counterpart: Parent company, Acer Inc.
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:
Reason for choosing the related party: Planning and utilization of the overall resources of the acer group.
The identity of the previous owner: NA
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: NA
7.Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition): NA
8.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
Leasing period: 2021/04/01~2022/03/31
Restrictive covenants in the contract, and other important stipulations:
Without the prior consent of the lessor, the lessee shall not refit the real estate.
9.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:
The proposed transaction amount is referred to the rent of real estate in the vicinity, and the in-charge department of Acer Inc. will make the decision under the "Procedures Governing the Acquiring or Disposing of Assets".
10.Name of the professional appraisal firm or company and its appraisal price: NA
11.Name of the professional appraiser: NA
12.Practice certificate number of the professional appraiser: NA
13.The appraisal report has a limited price, specific price, or special price: NA
14.An appraisal report has not yet been obtained: NA
15.Reason for an appraisal report not being obtained: NA
16.Reason for any significant discrepancy with the appraisal reports and opinion of the CPA: NA
17.Name of the CPA firm: NA
18.Name of the CPA: NA
19.Practice certificate number of the CPA: NA
20.Broker and broker's fee: NA
21.Concrete purpose or use of the acquisition or disposal:
For the purpose of operating the core business of Aspire Service & Development Inc. ("ASDI").
22.Any dissenting opinions of directors to the present transaction: NA
23.Whether the counterparty of the current transaction is a related party: Yes
24.Date of the board of directors resolution:
According to the relevant rules, Chairman of Acer Inc. is authorized to decide it within specific transaction amount.
25.Date of ratification by supervisors or approval by the audit committee:
According to the relevant rules, Chairman of Acer Inc. is authorized to decide it within specific transaction amount.
26. The transaction is to acquire a real property or right-of-use asset from a related party: Yes
27.The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies: NA
28.Where the above assessed price is lower than the transaction price, the price assessed in accordance with the Article 17 of the same regulations: NA
29.Any other matters that need to be specified: None
No.7
Subject: To announce the acquisition of right-of-use assets of real estate.
Date of events: 2021/03/17
Contents:
1.Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City):
Hosting room of data center (No. 69, Lane 368, Xinhe Road, Longtan Dist., Taoyuan City)
2.Date of occurrence of the event:2021/03/17
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit price, and total transaction price:
(1)Transaction volume: 83.4 p'ing;
(2)Monthly rent price: NT$778 thousands;
(3)Total amount of right-of-use assets: NT$9,291 thousands.
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):
Counterpart: Acer e-Enabling Data Center Incorporated is the subsidiary who is directly controlled by the Company with more than 100% of outstanding voting shares.
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:
Reason for choosing the related party: Planning and utilization of the overall resources of the acer group.
The identity of the previous owner: NA
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: NA
7.Projected gain (or loss) through disposal (not applicable for acquisition of assets; those with deferral should provide a table explaining recognition): NA
8.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
Leasing period: 2021/04/01~2022/03/31
Restrictive covenants in the contract, and other important stipulations:
Without the prior consent of the lessor, the lessee shall not refit the real estate.
9.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:
The proposed transaction amount is referred to the rent of real estate in the vicinity, and the in-charge department of Acer Inc. will make the decision under the "Procedures Governing the Acquiring or Disposing of Assets".
10.Name of the professional appraisal firm or company and its appraisal price: NA
11.Name of the professional appraiser: NA
12.Practice certificate number of the professional appraiser: NA
13.The appraisal report has a limited price, specific price, or special price: NA
14.An appraisal report has not yet been obtained: NA
15.Reason for an appraisal report not being obtained: NA
16.Reason for any significant discrepancy with the appraisal reports and opinion of the CPA:NA
17.Name of the CPA firm: NA
18.Name of the CPA:NA
19.Practice certificate number of the CPA:NA
20.Broker and broker's fee: NA
21.Concrete purpose or use of the acquisition or disposal: For the Company to place the equipment of data storage
22.Any dissenting opinions of directors to the present transaction: NA
23.Whether the counterparty of the current transaction is a related party: Yes
24.Date of the board of directors resolution:
According to the relevant rules, Chairman of Acer Inc. is authorized to decide it within specific transaction amount.
25.Date of ratification by supervisors or approval by the audit committee:
According to the relevant rules, Chairman of Acer Inc. is authorized to decide it within specific transaction amount.
26.The transaction is to acquire a real property or right-of-use asset from a related party: Yes
27.The price assessed in accordance with the Article 16 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies: NA
28.Where the above assessed price is lower than the transaction price, the price assessed in accordance with the Article 17 of the same regulations: NA
29.Any other matters that need to be specified: None
No.8
Subject: On behalf of GTI to publicly disclose its division plan of gaming accessory business to AGM
Date of events: 2021/03/17
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:2021/03/17
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 divided: GadgeTek Inc. ("GTI")
The company to acquire the divided business: Acer Gaming Inc. ("AGM")
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 divided business: AGM
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: AGM and GTI are both affiliates of Acer Inc. The purpose of this transaction is for group organization and investment structure adjustment. There's no impact on Acer's shareholders' equity.
7.Purpose/objective of the merger and acquisition:
To continuously optimize affiliates' operation and management and integrate Acer Group's resource.
8.Anticipated benefits of the merger and acquisition:
To continuously optimize affiliates' operation and management 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:
The division procedure and the consideration shall be completed and be fulfilled on the reference date of division.
11.Type of merger consideration and source of funds:
AGM will obtain the divided business of GTI by cash as the consideration.
The cash given by AGM shall be from AGM's own capital.
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: 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 division is defined as group structure reorganization pursuant to IFRS and the interpretation of Taiwan Accounting Research and Development Foundation, therefore the 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 after the completion.
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 reference date of division, unless otherwise provided in the agreement, AGM shall generally assume all assets, liabilities, rights and obligations of gaming accessory business transferred from GTI which is still effective or existing.
(2)Unless the liabilities arising from the transferred business may be separated from GTI's liabilities existing before the division, AGM 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 GTI for GTI's liabilities incurred prior to the division. However, a creditor's right to claim for the performance of the joint and several liabilities shall be extinguished if not exercised within 2 years from the reference date of the division.
20.Basic information of companies participating in the merger:
Company Name: AGM
Main Business: Distribution for hardware and software of gaming products.
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 assets estimated to be assigned to AGM: NT$23,797 thousands
(2)The liabilities estimated to be assigned to AGM: NT$15,780 thousands
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 gaming accessory business shall be divided and merged into and operated solely by AGM. AGM shall be concentrated on gaming products and gaming accessory 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: None
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: None
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.9
Subject: On behalf of ETEN to publicly disclose the merge with GTI
Date of events:2021/03/17
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer):Merger
2.Date of occurrence of the event:2021/03/17
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 surviving company: E-TEN INFORMATION SYSTEMS CO., LTD. ("ETEN")
The dissolved company: GadgeTek Inc. ("GTI")
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 surviving company: ETEN
The dissolved company: GTI
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:
ETEN and GTI are both affiliates of Acer Inc. The purpose of this transaction is for group organization and investment structure adjustment. After the merger, ETEN is still 100% owned by Acer Inc., so there's no impact on Acer's shareholders' equity.
7.Purpose/objective of the merger and acquisition:
To continuously optimize affiliates' operation and management and integrate Acer Group's resource.
8.Anticipated benefits of the merger and acquisition:
To continuously optimize affiliates' operation and management 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:
ETEN will issue new common stocks as the same value as GTI's net worth to GTI's sole shareholder, Acer Inc.
11.Type of merger consideration and source of funds:
ETEN will issue new common shares to GTI's sole shareholder, Acer Inc.
12.Share exchange ratio and basis of its calculation:
Relevant information will be publicly disclosed in an additional announcement after the completion.
13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: None
14.Name of the CPA, law or securities firm: None
15.Name of the CPA or lawyer: None
16.Practice certificate number of the CPA: None
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.):
Relevant information will be publicly disclosed in an additional announcement after the completion.
18.Scheduled timetable for consummation:
Relevant information will be publicly disclosed in an additional announcement after the completion.
19.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
Relevant information will be announced in an additional announcement after the completion.
20.Basic information of companies participating in the merger:
Company Name: GTI
Main Business: design, development, manufacturing and sales of innovative accessories
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): Not applicable
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: None
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:None
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.10
Subject: Announcement of releasing common shares of Weblink International Inc. ("WLII") (Supplementary Announcement of Nov. 07, 2018 and Aug. 07, 2019)
Date of events:2019/08/07
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 WLII
2.Date of occurrence of the event:2019/08/07
3.Amount, unit price, and total monetary amount of the transaction:
Released 25,290,712 common shares of WLII in amount of NTD 484,174,528.
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):
The employees of the Company Group, original shareholders of the Company, strategy investors, recommended emerging market underwriters of WLII, Securities and Futures Investors Protection Center, and any investors who applied for the public subscription of WLII's common shares.
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:
To comply with IPO relevant regulations, the total numbers of shares of WLII held by the Company shall not exceed 70% of the issued shares of WLII, and therefore, the Company released the common shares of WLII to the original shareholders of the Company and the employees of the Company Group. Except the original shareholders of the Company and the employees of the Company Group, the other counterparts are non-related parties.
The original shareholders of the Company subscribed WLII's common shares with calculating the percentage of whose holding of the Company's common shares. The employees of the Company's group subscribed WLII's common shares according to the employees' subscription plan. Previous transfer is 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: NA
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): NA
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:
The delivery and the settlement of the shares were made in an accordance with Securities and Exchange Act.
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:
Executed in accordance with the board resolution of the Company.
11.Net worth per share of the Company's underlying securities acquired or disposed of: NA
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:
The Company is holding 48,073,000 of WLII's common shares with the holding ratio of 65.19% after accomplished the releasing.
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: 48.34%;
Current ratio of long or short term securities investment to the shareholder's equity: 109.53%;
Operating capital: NTD(8,191,856)K
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal:
The share release is for the purpose of executing IPO plan for WLII in order to meet the requirement of the Taiwan Stock Exchange Corporation Rules Governing Reviewing of Securities Listing.
16.Any dissenting opinions of directors to the present transaction: None
17.Whether the counterparty of the current transaction is a related party: No
18.Date of the board of directors resolution: NA
19.Date of ratification by supervisors or approval by the Audit Committee: NA
20.Whether the CPA issued an unreasonable opinion regarding the current transaction: NA
21.Name of the CPA firm: NA
22.Name of the CPA:NA
23.Practice certificate number of the CPA:NA
24.Whether the transaction involved in change of business model: No
25.Details on change of business model: NA
26.Details on transactions with the counterparty for the past year and the expected coming year: NA
27.Source of funds: NA
28.Any other matters that need to be specified: None
No.11
Subject: ACER to attend BofA 2021 APAC TMT Conference hosted by BofA Securities
Date of events:2021/03/22
Contents:
1.Date of institutional investor conference:2021/03/22~2021/03/23
2.Time of institutional investor conference:9:00 AM
3.Location of institutional investor conference: Teleconference
4.Outline of institutional investor conference:
The Company will attend BofA 2021 APAC TMT Conference hosted by BofA Securities to give investors the Company's operational result.
5.Any other matters that need to be specified: None
No.12
Subject: ACER to attend Virtual Hong Kong Investor Summit hosted by Morgan Stanley
Date of events: 2021/03/29
Contents:
1.Date of institutional investor conference: 2021/03/29~2021/03/31
2.Time of institutional investor conference: 9:00 AM
3.Location of institutional investor conference: Teleconference
4.Outline of institutional investor conference:
The Company will attend Virtual Hong Kong Investor Summit hosted by Morgan Stanley to give investors the Company's operational result.
5.Any other matters that need to be specified: None
No.13
Subject: ACER to attend Virtual Taiwan Corporate Day 2021, the on-line investor conference co-hosted by TWSE & Goldman Sachs Securities
Date of events:2021/04/07
Contents:
1.Date of institutional investor conference:2021/04/07~2021/04/08
2.Time of institutional investor conference:9:00 AM
3.Location of institutional investor conference: Teleconference
4.Outline of institutional investor conference:
The Company will attend Virtual Taiwan Corporate Day 2021, the on-line investor conference co-hosted by TWSE & Goldman Sachs Securities to give investors the Company's operational result.
5.Any other matters that need to be specified: None
No.14
ACER INC. AND SUBSIDIARIES
Consolidated Financial Statements of FY 2020
The above documents have been uploaded to MOPS, the regulatory system of Taiwan Stock Exchange, and can be viewed at or downloaded from website of Acer Inc. at: https://www.acer-group.com/ag/en/TW/content/quarterly-reports