Last checked at 16 Mar 2022 10:38
NO.1
Subject: Acer Board of Directors approved 2021 consolidated results
Date of events:2022/03/16
Statement:
1.Date of submission to the board of directors or approval by the board of directors: 2022/03/16
2.Date of approval by the audit committee: 2022/03/16
3.Start and end dates of financial reports or annual self-assessed financial information of the reporting period (XXXX/XX/XX~XXXX/XX/XX): 2021/01/01~2021/12/31
4.Operating revenue accumulated from 1/1 to end of the period (thousand NTD):319,005,456
5.Gross profit (loss) from operations accumulated from 1/1 to end of the period (thousand NTD):37,191,056
6.Net operating income (loss) accumulated from 1/1 to end of the period (thousand NTD):14,162,861
7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand NTD):15,435,645
8.Profit (loss) accumulated from 1/1 to end of the period (thousand NTD):11,287,313
9.Profit (loss) during the period attributable to owners of parent accumulated from 1/1 to end of the period (thousand NTD):10,897,427
10.Basic earnings (loss) per share accumulated from 1/1 to end of the period (NTD):3.63
11.Total assets end of the period (thousand NTD):214,788,311
12.Total liabilities end of the period (thousand NTD):148,765,368
13.Equity attributable to owners of parent end of the period (thousand NTD): 63,676,716
14.Any other matters that need to be specified: None
NO.2
Subject: Acer Board approved the convening of the 2022 General Shareholders' Meeting
Date of events: 2022/03/16
Statement:
1.Date of the board of directors' resolution:2022/03/16
2.Shareholders meeting date:2022/06/10
3.Shareholders meeting location:
Aspire Resort (No. 428, Kewang Rd., Longtan District, Taoyuan City)
4.Shareholders meeting will be held by means of (physical shareholders meeting/ visual communication assisted shareholders meeting /visual communication shareholders meeting): physical shareholders meeting
5.Cause for convening the meeting (1)Reported matters:
(1)Business Report for the year 2021
(2)Audit Committee Report
(3)Report on Execution of Employees' Profit Sharing Bonus and Board
Directors' Compensation for the year 2021
(4)Report on the Distribution of Cash Dividend for the year 2021
(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.
6.Cause for convening the meeting (2)Acknowledged matters:
(1)Ratification Proposal of the Financial Statements and Business Report for the year 2021
(2)Discussion Proposal of the Proposal for Profit & Loss Appropriation for the year 2021
7.Cause for convening the meeting (3)Matters for Discussion:
(3)Proposal of the Amendments to Articles of Incorporation
(4)Proposal of the Amendments to Regulations For The Conduct Of Shareholders' Meetings and Procedures for Acquiring or Disposing of Assets
8.Cause for convening the meeting (4)Election matters: None
9.Cause for convening the meeting (5)Other Proposals: None
10.Cause for convening the meeting (6)Extemporary Motions: None
11.Book closure starting date:2022/04/12
12.Book closure ending date:2022/06/10
13.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 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 22, 2022 until 17:00 April 1, 2022. Any other relevant matters shall be handled and publicly announced in accordance with the applicable laws and regulations.
NO.3
Subject: To announce the Ex-dividend record date
Date of events:2022/03/16
Statement:
1.Date of the resolution by the board of directors or shareholders meeting or decision by the Company:2022/03/16
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$6,949,106,727/ NT$2.28 per share
4.Ex-rights (ex-dividend) trading date:2022/06/30
5.Last date before book closure:2022/07/01
6.Book closure starting date:2022/07/02
7.Book closure ending date:2022/07/06
8.Ex-rights (ex-dividend) record date:2022/07/06
9.Any other matters that need to be specified: Cash dividend distribution date:2022/08/04.
NO.4
Subject: Explanation about the Company's shareholders participating AGM's capital increase in cash
Date of events: 2022/03/16
Statement:
1.Date of occurrence of the event:2022/03/16
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 Gaming Inc. ("AGM") be listed and traded on Taiwan Stock Exchange or Taipei Exchange, the Company decides to release part of the new shares (7,750,000 shares) issued by AGM'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 AGM 's capital increase in cash:
(1)The Company's subsidiary, Acer Gaming Inc. (non-public, hereinafter "AGM"), will issue 15,000,000 common shares (hereinafter "AGM new common shares") by first capital increased in cash in 2022. The AGM new common shares will be issued at NT$18 per share, and it is expected to acquire NT$270 million to enrich capital for AGM's operation and business. Pursuant to the Article 267 of Company Act, 15% of the AGM new common shares, i.e. 2,250,000 common shares, will be reserved for the employees; and the remaining 85% of the AGM new common shares, i.e. 12,750,000 common shares, will be reserved for the original shareholders of AGM based on the list of shareholders roster on the dividend record date. Since the Company has held 100% of the shares of AGM, the Company will be able to subscribe 12,750,000 common shares from the AGM new common shares.
(2)The Company waives subscription from the AGM new common shares that the Company may subscribed with 7,750,000 shares. The shareholders who are recorded in the Company's shareholders register on the latest book closure date (April 12, 2022) will be qualified to purchase AGM'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 0.00254277 AGM'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 AGM'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 AGM'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 AGM'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 April 11, 2022 to April 18, 2022.
b. The end date of the application for the combination of the shares: April 18, 2022.
c. The end date of the application for the shareholders who own the Company's share after the book closure date (April 12, 2022): April 18, 2022.
(8)After the AGM has been completed its changing registration for capital increase in cash, AGM will notify the shareholder who participates the subscription separately.
NO.5
Subject: Acer BOD proposed dividend distribution
Date of events: 2022/03/16
Statement:
1.Date of the board of directors resolution: 2022/03/16
2.Year or quarter which dividends belong to: FY 2021
3.Period which dividends belong to:2021/01/01~2021/12/31
4.Appropriations of earnings in cash dividends to shareholders (NT$ per share): NT$2.28 per share
5.Cash distributed from legal reserve and capital surplus to shareholders (NT$ per share): 0
6.Total amount of cash distributed to shareholders (NT$): NT$6,949,106,727
7.Appropriations of earnings in stock dividends to shareholders (NT$ 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.6
Subject: Announcement of Acer ITS Inc. (ITS) acquiring the real property right-of-use asset
Date of events: 2022/03/16
Statement:
1.Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City): Land located in Tanzi Dist., Taichung City
2.Date of occurrence of the event:2022/03/16
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit price, and total transaction price: Transaction volume: 384.42 m2;
Monthly rent price: NT$19.5 thousands;
Total amount of right-of-use assets: NT$1,140 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: Jun-Hong Chen, Jason Chen and Wan-Ning Chen
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:
ITS rents the assets required for its operation.
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: 2022/04/01~2027/03/31
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 land 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 operation of ITS
22.Any dissenting opinions of directors to the present transaction: None
23.Whether the counterparty of the current transaction is a related party: Yes
24.Date of the board of directors resolution: Approved by BOD of Acer Inc. on Mar. 16, 2022.
25.Date of ratification by supervisors or approval by the audit committee: 2022/03/16
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: 2022/03/16
Statement:
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:2022/03/16
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit price, and total transaction price:
Transaction volume: 83.4 p'ing;
Monthly rent price: NT$778 thousands;
Total amount of right-of-use assets: NT$9,279 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 ("Acer eDC") is the Company's subsidiary.
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: Acer eDC is professional data center and cloud service provider; and Acer Group resource efficiency.
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: 2022/04/01~2023/03/31
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's server and storage equipment.
22.Any dissenting opinions of directors to the present transaction: None
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: NA
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: Acer to attend investor meetings
Date of events: 2022/03/16
Statement:
1.Date of institutional investor conference: 2022/03/21~2022/04/12
2.Time of institutional investor conference: 10:00
3.Location of institutional investor conference: Online virtual conference
4.Outline of institutional investor conference:
The Company will attend the following investor meetings to explain the disclose financial results and operational performances. The presentation material for investor meetings is available at MOPS.
(1)2022 Asia Pacific Telecom, Media & Technology Conference hosted by Merrill Lynch on 3/21/2022.
(2)Virtual Hong Kong Summit 2022 hosted by Morgan Stanley on 3/22/2022.
(3)TWSE/GS Virtual Taiwan Corporate Day 2022 hosted by TWSE and Goldman Sachs from 4/6/2022 to 4/7/2022.
(4)2022 Taiwan Corporate Day hosted by Masterlink Securities on 4/12/2022.
5.Any other matters that need to be specified: None
NO.9
Subject: ACER Board of Directors approved the issuance of unsecured corporate bond
Date of events: 2022/03/16
Statement:
1.Date of the board of directors resolution:2022/03/16
2.Name [issue no.__ of (secured, unsecured) corporate bonds of ___________ (company)]: Acer Inc. unsecured corporate bonds.
3.Whether to adopt shelf registration (Yes/No): No
4.Total amount issued: No more than NT$10,000,000,000 and issued at one time or separately
5.Face value per bond:NT$1,000,000
6.Issue price: At face value
7.Issuance period: To be decided based on market condition, but no longer than 10 years.
8.Coupon rate: Fixed coupon rate, to be determined on market condition
9.Types, names, monetary values and stipulations of collaterals: Not applicable
10.Use of the funds raised by the offering and utilization plan: Repaying debts and working capital replenishment
11.Underwriting method: Public offering through underwriting
12.Trustees of the corporate bonds: Authorizing the Chairman or his appointed substitute with full power to decide
13.Underwriter or agent: Authorizing the Chairman or his appointed substitute with full power to decide
14.Guarantor(s) for the issuance: Not applicable
15.Agent for payment of the principal and interest: Authorizing the Chairman or his appointed substitute with full power to decide
16.Certifying institution: Not applicable
17.Where convertible into shares, the rules for conversion: None
18.Sell-back conditions: Not applicable
19.Buyback conditions: Not applicable
20.Reference date for any additional share exchange, stock swap, or subscription: Not applicable
21.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription: Not applicable
22.Any other matters that need to be specified: None
NO.10
ACER INC. AND SUBSIDIARIES
Consolidated Financial Statements of FY 2021
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