5 May 2021 11:06
No:1
Subject: Acer Board of Directors approved 2021 Q1 consolidated results
Date of events:2021/05/05
Contents:
1.Date of the financial reports submitted to the board of directors or approved by the board of directors:2021/05/05
2.Date of the financial reports approved by the audit committee:2021/05/05
3.Start and end dates of financial reports of the reporting period (XXXX/XX/XX~XXXX/XX/XX):
2021/01/01~2021/03/31
4.Operating revenue accumulated from 1/1 to end of the period(thousand NTD): $71,555,463
5.Gross profit (loss) from operations accumulated from 1/1 to end of the period (thousand NTD):$8,311,858
6.Net operating income (loss) accumulated from 1/1 to end of the period (thousand NTD):$2,806,269
7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand NTD):$3,775,511
8.Profit (loss) accumulated from 1/1 to end of the period (thousand NTD):$2,797,558
9.Profit (loss) during the period attributable to owners of parent accumulated from 1/1 to end of the period (thousand NTD):$2,743,006
10.Basic earnings (loss) per share accumulated from 1/1 to end of the period (NTD):$0.91
11.Total assets end of the period (thousand NTD):$183,521,522
12.Total liabilities end of the period (thousand NTD):$123,026,553
13.Equity attributable to owners of parent end of the period (thousand NTD):$58,563,039
14.Any other matters that need to be specified: None
No:2
Subject: On behalf of Acer subsidiary AMEX to announce the merge of its 100% owned subsidiary Aurion
Date of events:2021/05/05
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer): Merger
2.Date of occurrence of the event:2021/05/05
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):
Acer Computec Mexico, S.A. de C.V. ("AMEX") and Aurion Tecnologia, S.A. de C.V. ("Aurion")
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: AMEX
The dissolved company: Aurion
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:
AMEX and Aurion are both affiliates of Acer Inc. The purpose of this transaction is for the adjustments of group organization and investment restructure. After the merger, AMEX is still 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 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:
AMEX will merge its 100% owned subsidiary, Aurion.
11.Type of merger consideration and source of funds: Non-applicable
12.Share exchange ratio and basis of its calculation: Non-applicable
13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: Non-applicable
14.Name of the CPA, law or securities firm: Non-applicable
15.Name of the CPA or lawyer: Non-applicable
16.Practice certificate number of the CPA: Non-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 executed by the end of August, 2021.
19.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
The surviving entity (AMEX) assumes all the assets, liabilities, rights and obligations of the dissolved company existing as of the record date of merger.
20.Basic information of companies participating in the merger:
Company Name: AMEX
Main Business: Sale of brand-name IT 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): 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.3
Subject: To Release HSNC Shares to Acer Shareholders for the Process of HSNC IPO Plan
Date of events:2021/05/05
Contents:
1.Date of occurrence of the event:2021/05/05
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 Highpoint Service Network Corporation ("HSNC"), the Company's subsidiary, be listed and traded on Taiwan Stock Exchange or Taipei Exchange, the Company will release 4,600,000 HSNC shares in accordance with the board resolution.
6.Counter measures: None
7.Any other matters that need to be specified:
(1)To comply with IPO relevant regulations, to protect the rights and interest of the shareholder of the Company, and to balance the cost and expense of related process, according to the board resolution made on May 5, 2021, the Company will sell 4,600,000 HSNC's common shares to the Company's shareholder with the amount of NT$15 per share. Provided that if the shareholders of the Company waive the rights of subscription, or the aggregate amount of subscription is less than 4,600,000, the Chairman is authorized to designate specific persons for the purchase of the common shares of HSNC at the same price aforementioned.
(2)The shareholders who are recorded in the Company's shareholders register on the book closure date before the shares release process will be qualified to purchase HSNC'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 0.001509 HSNC'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 HSNC's common shares will be deemed to waive whose rights of purchase.
(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 specific persons and accept whose application of purchase in accordance with the conditions herein.
(5)In accordance with conditions herein, any shareholders who have rights to purchase more than 1,000 HSNC'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 HSNC'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 for payment related information.
(7)Relevant information regarding the schedule of HSNC shares release process will be publicly disclosed in an additional announcement after further confirmation.
(8)Since the HSNC's common shares will be transferred to the shareholders from the Company, any shareholder who made the payment has not yet accomplished the share transfer procedure. HSNC will send and provide the notice of share transfer procedure after the payment term, the shareholders who received such notice shall submit the documents specified in the notice to the HSNC's shareholder services agent for the procedure of share transfer.
No.4
ACER INC. AND SUBSIDIARIES
Consolidated Financial Statements of Q1 FY2021
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