Last checked at 29 Jun 2023 10:54
NO.1
Subject: The Company's board passed a resolution acquiring Tenor 10 years or above Cumulative Subordinated Corporate Bonds of Cathay Life Insurance Co., Ltd.
Date of announcement: 2023/06/29
Date of events: 2023/06/29
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.):
Tenor 10 years or above Cumulative Subordinated Corporate Bonds of Cathay Life Insurance Co., Ltd.
2.Date of occurrence of the event:2023/06/29
3.Amount, unit price, and total monetary amount of the transaction:
(1)Amount: The decision will be made based on the prospectus provided by the issuing company.
(2)Unit price: To subscribe at the issue price.
(3)Total monetary amount: No more than NTD 1.5 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):
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:
Trading counterparty isn't a related party.
Previous transfer information: N/A
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:
N/A
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):
N/A
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):
N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
Payment Term: Lump-sum payment.
Restrictive covenants in the contract, and other important terms and conditions: According to the prospectus provided by the issuing company.
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:
The Company's board authorizes the Chairman to execute the transaction within the range of up to NTD 1.5 billion at market prices in accordance with the relevant provisions on Procedures Governing the Acquiring or Disposing of Assets.
11.Net worth per share of the Company's underlying securities acquired or disposed of: N/A
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: 62.17%
Current ratio to the shareholder's equity: 136.28%;
Operating capital: NT$-10,788,731 thousands
14.Broker and broker's fee: None.
15.Concrete purpose or use of the acquisition or disposal: Long-term investment
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: N/A
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.
NO.2
Subject: The Company's board passed a resolution to invest the new shares issued by the company of Grid energy storage for its capital increase in cash
Date of announcement: 2023/06/29
Date of events: 2023/06/29
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 the company of Grid energy storage ("the Company")
2.Date of occurrence of the event:2023/06/29
3.Amount, unit price, and total monetary amount of the transaction:
The Company may join the first capital injection plan and invest NTD 300M (NTD10 per share), and will participate the cash capital increased based on the develop progress in the future.
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 transaction.
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: N/A
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: N/A
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): N/A
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
Payment Term: Lump-sum payment in one time.
Restrictive covenants in the contract, and other important terms and conditions: Confidential and share transfer restriction clauses.
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: The subscription price for the capital increase as determined by the Case.
(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: N/A
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: 61.84%
Current ratio to the shareholder's equity: 134.38%
Operating capital: NT$-9,588,731 thousands
14.Broker and broker's fee: None.
15.Concrete purpose or use of the acquisition or disposal:
Participate in renewable energy related industry to fulfill our company's corporate sustainability responsibilities.
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:2023/06/29
19.Date of ratification by supervisors or approval by the Audit Committee:2023/06/29
20.Whether the CPA issued an unreasonable opinion regarding the current transaction:
N/A
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:
The Company's board of directors authorized to participate further capital increase by cash for this case within total amount of NT$1.85 billion.
NO.3
Subject: The Company's board passed a resolution to increase the capital of its subsidiary (subsidiaries) in Singapore ("Subsidiary").
Date of announcement: 2023/06/29
Date of events: 2023/06/29
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 the Subsidiary, ACER TECHNOLOGY AND BUSINESS DEVELOPMENT PTE. LTD. ("ATBD") and/or Acer Computer (Singapore) Pte. Ltd. ("ACS")
2.Date of occurrence of the event:2023/06/29
3.Amount, unit price, and total monetary amount of the transaction:
No more than SGD 40,000,000.
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):
ATBD and/or ACS is/are directly 100% owned by the Company.
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 strengthen the Subsidiary's operational capital.
Previous transfer information: N/A
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: N/A
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): N/A
8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition): N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:
BOD designates Acer chairman to increase capital in cash in several times pursuant to the subsidiary's (subsidiaries') actual need.
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: Board of Directors
11.Net worth per share of the Company's underlying securities acquired or disposed of: N/A
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:
Will further disclose up to the subsidiary's (subsidiaries') actual need.
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: 62.01%
Current ratio to the shareholder's equity: 135.36%;
Operating capital: NT$-10,206,163 thousands
14.Broker and broker's fee: None.
15.Concrete purpose or use of the acquisition or disposal:
To strengthen the subsidiary's operational capital.
16.Any dissenting opinions of directors to the present transaction: None.
17.Whether the counterparty of the current transaction is a related party: Yes
18.Date of the board of directors resolution:2023/06/29
19.Date of ratification by supervisors or approval by the Audit Committee:2023/06/29
20.Whether the CPA issued an unreasonable opinion regarding the current transaction:
N/A
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.
NO.4
Subject: Plan to purchase a real estate through subsidiary which is 100% owned by Acer Inc.
Date of announcement: 2023/06/29
Date of events: 2023/06/29
Contents:
1.Name and nature of the underlying asset (e.g., land located at Sublot XX, Lot XX, North District, Taichung City):
A building located in Singapore
2.Date of occurrence of the event:2023/06/29
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping), unit price, and total transaction price:
The total transaction amount is expected to reach the public announcement criteria, NT$300M. The final sales price will be further disclosed when Singapore relevant authorities approve on this potential transaction due to both parties' non-disclosure obligations.
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):
Not 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 related party
Previous transfer information: N/A
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 related party
Previous transfer information: N/A
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:
This transaction needs to get the Singapore authorities' prior approvals. Both parties have the non-disclosure obligation under the sales and purchase agreement. The property will be delivered to the purchaser with "ASIS" status (the same status when it is in the due diligence period).
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: Board of Directors
10.Name of the professional appraisal firm or company and its appraisal price:
The valuation report price will be further disclosed when Singapore relevant authorities approve on this potential transaction due to both parties' non-disclosure obligations.
11.Name of the professional appraiser:
Poh Kwee Eng
Teo Whee Lim Carolyn
12.Practice certificate number of the professional appraiser:
Poh Kwee Eng, AD041-2003168D
Teo Whee Lim Carolyn, AD041-2009502A
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:
The purpose of purchasing this real estate is not only for Acer Singapore's current operation use, but also for Acer Group to develop its new business in Pan Asia Pacific region as well as open up overseas market. It can help Acer Group save the operation expenses, develop the business activities stably and enlarge the Group's benefits from long-term point of view.
22.Any dissenting opinions of directors to the present transaction: None
23.Whether the counterparty of the current transaction is a related party: No
24.Date of the board of directors resolution: NA
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: No
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.5
Subject: ACER to attend the investor conference held by Morgan Stanley Securities
Date of announcement: 2023/06/29
Date of events: 2023/07/07
Contents:
1.Date of institutional investor conference: 2023/07/07
2.Time of institutional investor conference: 12:00 PM
3.Location of institutional investor conference: Taipei 101
4.Outline of institutional investor conference:
The Company will attend "Taiwan Discovery Forum: PC Symposium" hosted by Morgan Stanley Securities to explain the disclosed financial results and operational performances.
The presentation material for investor conference is available at MOPS.
5.Any other matters that need to be specified: None
NO.6
ACER INCORPORATED
Minute of the 2023 General Shareholders' Meeting ("GSM")
The above document has been uploaded to MOPS, the regulatory system of Taiwan Stock Exchange, and can be viewed at or downloaded from the Acer Inc. website at https://www.acer-group.com/ag/en/TW/content/shareholders-service