Last checked at 11 Apr 2019 08:51
Subject: Explanation about the Company's shareholders who are qualified to subscribe the new shares issued by Acer Synergy Tech Corporation's capital increase in cash
Contents:
1. Date of occurrence of the event: 2019/04/11
2. Company name: Acer Inc.
3. Relationship to the Company (please enter "head office" or "subsidiaries"): head office
4. Reciprocal shareholding ratios: NA
5. Cause of occurrence:
Explanation about the Company's shareholders who are qualified to subscribe the new shares
issued by Acer Synergy Tech Corporation's capital increase in cash:
a. The Company's subsidiary, Acer Synergy Tech Corporation (non-public, hereinafter "AST"), per the resolution of its board of directors meeting dated March 20, 2019, intends issue 3,500,000 common shares (hereinafter "AST new common shares") by capital increased in cash in 2019. The AST new common shares will be issued at NT$22 per share, and it is expected to acquire NT$77 million to enrich capital for AST's operation and business. Pursuant to the Article 267 of Company Act, 15% of the AST new common shares, i.e. 525,000 common shares, will be reserved for the employees of AST with preemptive subscription; and the remaining 85% of the AST new common shares, i.e. 2,975,000 common shares, will be reserved for the original shareholders of AST based on the list of shareholders roster on the dividend record date. Since the Company has held 91.74% of the shares of AST, the Company will be able to subscribe 2,729,356 common shares from the AST new common shares.
b. According to the resolution of 2018 General Shareholders' meeting, the Company intends to waive subscription from the AST new common shares that the Company may subscribed with 2,729,356 shares. And the Company's shareholders qualified to subscribe 1,000 shares or more of AST new common shares are shareholders who hold 1,126,616 shares or more of the Company as recorded in the Company's shareholders register on the book closure date (April 16, 2019).
c. In case the original shareholders of the Company subscribe less than 1,000 shares of AST new common shares or waive the rights of subscription, the Chairman of AST is authorized to negotiate with designated individuals to sell the AST new common shares at issuing price.
6. Countermeasures: None
7. Any other matters that need to be specified:
a. According to the schedule of new shares issuance by capital increased in cash, AST will send notices to the Company's qualified shareholders for payment of subscription of AST's new shares. Qualified shareholders who are willing to subscribe please make payment for the subscription within the period as stated in the subscription notice.
b. The Company's latest book closure date is April 16, 2019 and the last buying date is April 11, 2019. Within five days after the book closure date (i.e., April 16, 2019 to April 20, 2019), shareholders may apply to the Company's stock affairs office for combination of their shares. Shareholders not applying for combination within the period or whose combined shares are less than 1,126,616 shares are still not qualified to subscribe the AST new common shares.