Last checked at 5 Dec 2022 09:13
Subject:(Supplemental)-To announce the Company acquires the shares of Acer Sales and Services SDN BHD ("ASSB") from Acer Holdings International, Incorporated ("AHI")
Date of events: 2022/11/03
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.): 100% ASSB ordinary shares.
2.Date of occurrence of the event: 2022/11/03
3.Amount, unit price, and total monetary amount of the transaction:
I. 30,969,332 ordinary shares of ASSB.
II. The transaction amount is USD 38,998,821.88.
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):
AHI is a wholly-owned subsidiary of 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:
I. Optimize the investment structure.
II. 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:
Lump-sum cash payment.
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 has authorized the Chairman to execute this transaction based on booking amount and independent expert' opinion on the reasonableness of the price.
11.Net worth per share of the Company's underlying securities acquired or disposed of: NT$ 38.54
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:
I. Cumulative volume: 30,969,332 shares
II. Holding ratio: 100%
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:
I. Current ratio to the total assets: 45.79%
II. Current ratio to the shareholder's equity: 112.14 %
III. Operating capital: NT$-3,236,902 thousand
14.Broker and broker's fee: None
15.Concrete purpose or use of the acquisition or disposal:
Optimize the investment structure, ASSB will become the Company's directly owned subsidiary.
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: 2022/11/03
19.Date of ratification by supervisors or approval by the Audit Committee: 2022/11/03
20.Whether the CPA issued an unreasonable opinion regarding the current transaction: No
21.Name of the CPA firm: Chungsun Prime CPA
22.Name of the CPA: Ming-Sheng Wang
23.Practice certificate number of the CPA: Taiwan Provincial CPA Association Member No. 4742
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: Supplementary Announcement of November 3, 2022