Last checked at 11 Apr 2024 10:23
No:1
Subject: The Company's board passed a resolution to adjust the agenda for 2024 General Shareholders' Meeting
Date of events:2024/04/11
Contents:
1.Date of the board of directors' resolution:2024/04/11
2.Shareholders meeting date:2024/05/31
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/ hybrid shareholders' meeting / virtual-only shareholders' meeting): Physical shareholders' meeting
5.Cause for convening the meeting (1)Reported matters:
(1)Business Report for the Year 2023
(2)Audit Committee Report
(3)Report on the Distribution of Cash Dividend for the Year 2023, Execution of Employees' Profit
Sharing Bonus and Board Directors' Compensation for the Year 2023
(4)Report on the Status of Shareholders Diversification of Acer Subsidiaries' Shares Planned to be
Listed on TWSE or TPEX
(5)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, Business Report and Profit Distribution Statement for the Year 2023
7.Cause for convening the meeting (3)Matters for Discussion:
(2)Proposal of the Amendments to Articles of Incorporation
(3)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
(4)To Approve the Listing Application of the Company's Subsidiary, Winking Studios Limited, on the Overseas Stock Market
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:2024/04/02
12.Book closure ending date:2024/05/31
13.Any other matters that need to be specified:
Adding proposed Items for Ratification and Discussion (4) To Approve the Listing Application of the Company's Subsidiary, Winking Studios Limited, on the Overseas Stock Market.
No:2
Subject: Approved by Board for the subsidiary, Winking Studios Limited, listing in the overseas stock market
Date of events:2024/04/11
Contents:
1.Date of the board of directors:2024/04/11
2.Date of the shareholders meeting:2024/05/31
3.Name of the subsidiary applying for listing and trading in an overseas securities market:
Winking Studios Limited("WINKING")
4.Purpose of applying for listing and trading in an overseas securities market:
To expand fundraising and financing channels and enhance the opportunities for M&A and investment in superior gaming art production and game development opportunities, thereby bolstering the WINKING's global competitiveness, popularity and visibility. WINKING is considering seeking dual listing opportunities of its stock on appropriate overseas securities exchanges (hereinafter referred to as "'WINKING Overseas Dual Listing"').
5.Impact on the finance and business of the Company due to apply for listing and trading in an overseas securities market:
(1)The impact on financial operations: WINKING Overseas Dual Listing will increase and diversify fundraising channels, which will allow streamlined methods for raising funds required for its business operations, strengthening its financial profile and financing capabilities as well as attracting outstanding talent. Although Acer Incorporated (hereinafter referred to as 'the Company') shareholding ratio in WINKING may be diluted due to comply with relevant legal requirements when applying for dual listing of its stock on securities exchanges outside of Singapore, it is expected that the Company, Acer Gaming Inc. (hereinafter referred to as 'AGM'), and other subsidiaries of the Company will still collectively hold more than 50% of the total issued shares of WINKING or maintain ownership with control over WINKING. WINKING will continue to be a subsidiary in the Company's consolidated financial statements.
Therefore, WINKING Overseas Dual Listing will have no adverse impact on the Company's financial operations and is expected to have positive benefits.
(2)The impact on business operations: The Company is not engaged in the same business as its subsidiary, AGM and WINKING. AGM's investment in acquiring shares of WINKING aims to continue deepening and expanding businesses related to the gaming sector, as AGM transitions from its current focus on gaming hardware and peripherals distribution to gaming content-related ventures. While there may be opportunities for collaboration in the future between the Company, AGM, and WINKING, each will continue to develop independently. Therefore, WINKING's application for dual listing on other overseas securities exchanges will benefit the expansion of overseas businesses for subsidiary AGM and WINKING, without adversely affecting the Company's operations.
6.Proposed changes in the organizational structure and business: No Change
7.Impact of the proposed changes in the organizational structure and business on the listed company:
WINKING's operational organizational structure and business have not been adjusted due to its overseas dual listing. However, in the future, WINKING may establish branch offices in locations /countries where other overseas securities exchanges for planned dual listings are situated to meet business expansion needs. Regardless of whether branch offices are established in the future, it will not have a significant impact on the Company.
8.Method of shareholding dispersal and proposed percentage of shareholding or contributions reduction:
In response to the equity dispersion required for WINKING Overseas Dual Listing, the issuance of new shares and the release of original shares by WINKING shareholders will be conducted in accordance with relevant laws, regulations and rules of the securities exchanges where the dual listing is sought, to comply with the de minimis requirements for equity dispersion.
The specific shareholding ratio of public shareholders and the issue price to meet the equity dispersion requirements will be made in accordance with the regulations of the securities exchanges where the listing is sought. The exact figures cannot be estimated at the moment, but it is expected that, if and when the WINKING Overseas Dual Listing is complete, the Company, AGM, and other subsidiaries will collectively hold more than 50% of WINKING's shares or maintain ownership with control over WINKING.
9.Basis of price determination:
The issue price will be handled in accordance with the relevant laws and regulations of the listing jurisdiction and the listing rules.
10.Parties to whom equities (or contributions) are to be assigned or specified persons being contacted:
The person who will subscribe the new shares or will be transferred with the equity shall be qualified investors to comply with the local laws and regulations of the listing jurisdiction, the listing rules and the regulations of the securities regulatory authority.
11.Any effect on the ongoing listing of the listed company:
If and when the WINKING Overseas Dual Listing is complete, the Taiwan Stock Exchange maintains its prerogative to review the Company's continued listing in accordance with the relevant regulations of its review guidelines. Any disclosure of business and financial information in connection with WINKING's overseas dual listing will comply and be in accordance with the relevant methods and regulations set out by the TWSE and will not affect the Company's continued listing on the TWSE.
12.Date of the special committee or audit committee (on item 4 to item 11): 2024/04/11
13.Any other matters that need to be specified:
The motion will be submitted to the Company's 2024 General Shareholders' Meeting for discussion.
No:3
Subject: The Company's board passed a resolution to invest the preferred shares issued by the company of Likees Tech-Service Co., Ltd.
Date of events:2024/04/11
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.):
Preferred shares of the company of Likees Tech-Service Co., Ltd. ("the Company")
2.Date of occurrence of the event:2024/04/11
3.Amount, unit price, and total monetary amount of the transaction:
NTD10 per share, total amount no more than NTD 1.765 billion.
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 Case is not a related party.
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:
Paying by cash in accordance with the terms and conditions of the preferred shares.
Restrictive covenants in the contract, and other important terms and conditions: confidential clause and limitation of share transfer.
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:
(1)The manner of deciding on this transaction: Based on the Company's board resolution.
(2)The reference basis for the decision on price: par value of NTD10 per share.
(3)The decision-making unit: The Company's Board of Directors.
11.Net worth per share of the Company's underlying securities acquired or disposed of: NTD13.16
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: None
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 to the total assets: 62.19%;
Current ratio to the shareholder's equity: 126.24%;
Operating capital: NTD -8,181,695 thousand
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal: Investment in green energy related industry
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: No
21.Name of the CPA firm: N/A
22.Name of the CPA: N/A
23.Practice certificate number of the CPA: N/A
24.Whether the transaction involved in change of business model: No
25.Details on change of business model: N/A
26.Details on transactions with the counterparty for the past year and the expected coming year: N/A
27.Source of funds: N/A
28.Any other matters that need to be specified: None