REG - Acer Incorporated Acer Inc. - ACIA - To announce the Company's information

AcerAnnouncement

03/11/2022 10:15

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RNS Number : 2222F  Acer Incorporated  03 November 2022

No:1

Subject: The Company's Board Approves to Participate in the Private Placement
of Apacer Technology Inc. (TWSE: 8271) Common Shares.

Date of events:2022/11/03

Contents:

1.Name and nature of the underlying security (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield):

Apacer Technology Inc.("Apacer") new issued private placement common shares

2.Date of occurrence of the event:2022/11/03

3.No., unit price, and monetary amount of the transaction:

Number of Shares: 11,000,000 shares

Price per share: NT$33.00

4.Counterparty to the trade and its relationship to the company (if the
trading counterparty is a natural person and not a related party of the
company, its name is not required to be disclosed):

Apacer is not the Company' related party.

5.Where the counterparty to the trade is a related party, an announcement
shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, including its
relationship with the company and the trading counterparty, the price of the

ownership transfer, and date of transfer:

Not Applicable.

6.Where the owner of the underlying securities within the past five years has
been a related party of the company, an announcement shall also include the
dates and prices of acquisition and disposal by the related party and its
relationship with the company at the time:

Not Applicable.

7.Matters related to the creditor's rights currently being disposed of
(including type of collateral of the disposed creditor's rights; if the
creditor's rights are creditor's rights over a related party, the name of the
related party and the book amount of such creditor's rights currently being
disposed of must also be announced):

Not Applicable.

8.Profit (or loss) from the disposal (not applicable in cases of acquisition
of securities) (where originally deferred, the status or recognition shall be
stated and explained):

Not Applicable.

9.Terms of delivery or payment (including payment period and monetary amount),
restrictive covenants in the contract, and other important stipulations:

(1)Terms of Payment: A Cash Lump-Sum Payment prior to the payment due date.

(2)Restrictive covenants in the contract, and other important stipulations:

  Subject to the Article 43-8 of the Security and Exchange Act.

10.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:

(1)The manner and unit of the decision-making: This transaction is approved by
the Company' Audit Committee and the Board of Directors Meeting.

(2)The reference basis for the decision on price: the price resolved by
Apacer's shareholders' meeting and board of directors' meeting, and the
reasonableness opinion issued by the Company engaged CPA.

11.Net worth per share of company of the underlying securities acquired or
disposed of:

NT$32.84

12.The discrepancy between the reference price of private placement company
and the transaction amount per share is 20 percent or more: No

13.Current cumulative no., amount, and shareholding ratio of the securities
being traded (including the current transaction) as of the date of occurrence
and status of any restriction of rights (e.g., pledges):

Current accumulated volume: 11,000,000 shares

Shareholding ratio after this transaction will be 8.97%

Restriction of rights：Transferring the private placement shares has to be
processed in accordance with the Securities and Exchange Act.

14.Privately placed securities (including the current transaction) as a
percentage of total assets of the company and shareholder's equity of the
parent company on the latest financial statements, and the operating capital
on the latest financial statements as of the date of occurrence:

Current ratio to the total assets: 46.01%

Current ratio to the shareholder's equity: 112.68%

Operating capital: NT$-2,406,343 thousand

15.Broker and broker's fee: None

16.Concrete purpose or use of the acquisition or disposition:

To expand the strategic and business collaboration between Acer and Apacer

17.Whether the directors expressed any objection to the present transaction:
No

18.Whether the trading counterparty is a related party: No

19.Date of approval by board of directors: N/A

20.Recognition date by supervisors or approval date by audit committee: N/A

21.Whether the CPA issued an opinion on the unreasonableness of the current
transaction: No

22.Name of the CPA firm:

HUEI-TAI CPA FIRM

23.Name of the CPA:

LIN, JIA-HUEI

24.License no. of the CPA:

Taiwan Province CPA No. 4742.

25.Any other matters that need to be specified:

The company's news release is as below:

 

Acer Participates in the Private Placement of Apacer Shares, Expanding
Business Collaboration Between the Companies

 

TAIPEI (November 3, 2022) Acer Inc. (TWSE: 2353) announced today that its
Board of Directors approved the participation in a private placement of 11
million shares of Apacer Technology Inc. (TWSE: 8271) at a price of NT$33 per
share. The total amount is NT$363 million, and after this private placement,
Acer will own 8.97% of Apacer shares.

 

Apacer is already a supplier of Acer, AOPEN and Altos, while Weblink and other
Acer Group companies are distributors of Apacer products. Acer's participation
in Apacer's private placement will not only expand the strategic collaboration
between the two companies, but also bring in stable financial income. As the
Acer Group continues to build its multiple business engines, the two companies
expect to deepen their collaboration and create synergy in more realms.

 

No:2

Subject: Acer Board of Directors approved 2022 Q3 consolidated results

Date of events:2022/11/03

Contents:

1.Date of submission to the board of directors or approval by the board of
directors:2022/11/03

2.Date of approval by the audit committee:2022/11/03

3.Start and end dates of financial reports or annual self-assessed financial
information of the reporting period
(XXXX/XX/XX~XXXX/XX/XX):2022/01/01~2022/09/30

4.Operating revenue accumulated from 1/1 to end of the period (thousand
NTD):215,586,661

5.Gross profit (loss) from operations accumulated from 1/1 to end of the
period (thousand NTD):23,416,495

6.Net operating income (loss) accumulated from 1/1 to end of the period
(thousand NTD):5,916,950

7.Profit (loss) before tax accumulated from 1/1 to end of the period (thousand
NTD):8,343,043

8.Profit (loss) accumulated from 1/1 to end of the period (thousand
NTD):6,253,523

9.Profit (loss) during the period attributable to owners of parent accumulated
from 1/1 to end of the period (thousand NTD):5,835,268

10.Basic earnings (loss) per share accumulated from 1/1 to end of the period
(NTD):1.94

11.Total assets end of the period (thousand NTD):204,620,753

12.Total liabilities end of the period (thousand NTD):134,314,776

13.Equity attributable to owners of parent end of the period (thousand
NTD):66,559,807

14.Any other matters that need to be specified: None

 

No:3

Subject: Released Non-Compete Restrictions on the Managerial Officer

Date of events:2022/11/03

Contents:

1.Date of the board of directors resolution:2022/11/03

2.Name and title of the managerial officer with permission to engage in
competitive conduct:

Lydia Wu - General Counsel and Corporate Governance Officer.

3.Items of competitive conduct in which the officer is permitted to engage:

(1)    AOPEN INC. Position: Corporate Governance Officer

(2)    Acer Synergy Tech Corp. Position: Corporate Governance Officer

(3)    Weblink International Inc. Position: Corporate Governance Officer

(4)    Acer e-Enabling Service Business Inc. Position: Corporate Governance
Officer

4.Period of permission to engage in the competitive conduct:

During the term of the managerial officer of the Company.

5.Circumstances of the resolution (please describe the results of voting in
accordance with Article 32 of the Company Act):

Approved by all directors present without objection.

6.If the permitted competitive conduct belongs to the operator of a mainland
China area enterprise, the name and title of the managerial officer (if it is
not the operator of a mainland China area enterprise, please enter "N/A"
below): N/A

7.Company name of the mainland China area enterprise and the officer's
position in the enterprise: N/A

8.Address of the mainland China area enterprise: N/A

9.Operations of the mainland China area enterprise: N/A

10.Impact on the company's finance and business: No

11.If the managerial officer has invested in the mainland China area
enterprise, the monetary amount of the investment and the officer's
shareholding ratio: No

12.Any other matters that need to be specified:

(1)In order to ensure the consistency of corporate governance's cultures and
developments among the group's IPO entities and strengthen the subsidiaries'
corporate governance, the Company's Corporate Governance Officer may also be
the subsidiaries' Corporate Governance Officer.

(2)The Company's Corporate Governance Officer won't receive any compensation
from the subsidiaries.

 

No:4

Subject: To adjust the Company shareholders participating in Acer subsidiary,
MPS Energy Inc., cash capital increase

Date of events:2022/11/03

Contents:

1.Date of occurrence of the event:2022/11/03

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 MPS Energy Inc. (Non-Public Company,
"MPS") be listed and traded on Taiwan Stock Exchange or Taipei Exchange, the
Company's Board of Directors passed a resolution to waive and release part
subscription of the new shares (4,245,000 shares) issued by MPS's cash capital
increase to the Company's shareholders on August 4, 2022.

Considering the impact of international situation's changes, MPS and the
Company decide to adjust the cash capital increase and subscription plan for
MPS's working capital needs and future IPO plan.

6.Countermeasures: None

7.Any other matters that need to be specified:

The details of adjusted subscription plan are as follows:

MPS was planning to issue 70,000,000 shares at once for its cash capital
increase. Subject to the condition that the total number of issued shares
shall still be 70,000,000 shares, the subscription plan will be divided into
two stages:

First Stage: For MPS's working capital needs, MPS may issue 4,000,000 shares
for its cash capital increase at the issue price of NTD11. Except for 15% of
the issued shares reserved for the employees, the remaining 3,400,000 common
shares will be subscripted by its sole shareholder, Acer BeingWare Holding
Inc. without releasing to the Company's shareholders.

Second Stage: The remaining shares which haven't been issued will be arranged
separately upon the international situations and MPS's operation conditions.

 

No:5

Subject: The Company's board passed a resolution to subscribe the new shares
issued by Acer Gaming Inc. ("AGM") for its cash capital increase

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.):

Common shares of AGM

2.Date of occurrence of the event:2022/11/03

3.Amount, unit price, and total monetary amount of the transaction:

The details of this transaction will be disclosed separately upon
confirmation.

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):

AGM 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:

To participate the subsidiary's capital increase.

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 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:

(1)Resolution method and the reference basis for the decision on price:

Based on the issue prices decided by AGM.

(2)Decision-making department: Board of Directors.

11.Net worth per share of the Company's underlying securities acquired or
disposed of:

NT$15.7

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:

The details of this transaction will be disclosed separately upon
confirmation.

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: 46.14%

Current ratio to the shareholder's equity: 103.98%

Operating capital: NT$-2,610,991 thousand

14.Broker and broker's fee: None

15.Concrete purpose or use of the acquisition or disposal:

To participate the subsidiary's capital increase.

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: 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:

1.The Company will subscribe the new shares issued by AGM for its cash capital
increase based on shareholding ratio.

2.If the employees and other shareholders waive the subscription rights and
AGM already inquiries the specific person, the Company will subscribe the
insufficient the remaining part of issued shares. 　

 

No:6

Subject: Announcement on behalf of subsidiary, Acer European Holdings
SA("AEH"), to increase the capital of its subsidiary, Acer Sales International
SA("ASIN")

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.):

AEH may increase ASIN's capital.

2.Date of occurrence of the event:2022/11/03

3.Amount, unit price, and total monetary amount of the transaction:

Total Amount: CHF 10,000,000

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):

AEH and ASIN are the subsidiaries directly or indirectly 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: Lump-sum 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

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:

Cumulative volume: 100,000 shares

Cumulative amount: CHF 10,000,000

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: 10.89%

Current ratio to the shareholder's equity: 26.69%

Operating capital: NT$-2,043,343 thousand

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: 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: 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:

AEH may adopt Capital Contribution to strengthen ASIN's capital.

 

No:7

Subject: To announce the Company may acquire 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.):
ASSB's shares.

2.Date of occurrence of the event:2022/11/03

3.Amount, unit price, and total monetary amount of the transaction:

30,969,332 shares of ASSB.

The estimated transaction amount shall be more than NTD 30,000,000, and will
be disclosed separately upon confirmation.

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:

Adjust and optimize the investment structure.

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:

The details of this transaction will be disclosed upon confirmation.

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 details of this transaction will be disclosed upon confirmation.

(2)Board of Directors has authorized the chairman to appoint the related
department for further planning and execution.

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:

Cumulative volume: 30,969,332 shares

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:

Current ratio to the total assets: 45.79%

Current ratio to the shareholder's equity: 112.14%

Operating capital: NT$-2,043,343 thousand

14.Broker and broker's fee: None

15.Concrete purpose or use of the acquisition or disposal:

Adjust and optimize the investment structure

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: 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:8

Subject: To announce on behalf of subsidiary, Acer Holdings International,
Incorporated, to increase the capital of its subsidiary, Acer Computer (Far
East) Limited

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.):

Common shares of AFE

2.Date of occurrence of the event:2022/11/03

3.Amount, unit price, and total monetary amount of the transaction:

No more than HKD 132,000,000.

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):

AHI and AFE are the subsidiaries directly or indirectly 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:

To increase capital in cash within three years gradually.

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:

Cumulative volume: 345,420,000 shares

Cumulative amount: HKD345,420,000

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:

Current ratio to the total assets: 6.27%

Current ratio to the shareholder's equity: 15.35%

Operating capital: NT$-2,043,343 thousand

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: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: 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:9

Subject: The Company's board passed a resolution to adjust and optimize the
investment structure by share exchange or other appropriate methods.

Date of events:2022/11/03

Contents:

1.Date of occurrence of the event:2022/11/03

2.Subject company of share exchange:  Acer SoftCapital Incorporated
("ASCBVI")

3.Counterparty:

Acer Digital Service Co., ("ADSC") or the Company's other whole-owned
subsidiary

4.Whether the counterparty of the current transaction is a related party: Yes

5.Relationship between the trading counterparty and the Company, explanation
of the reasons for the decision to acquire from or transfer shares to an
affiliated enterprise or related party, and whether it will affect
shareholders' equity:

Counterparty is the Company's wholly-owned subsidiary. The transaction shall
be the group's internal investment adjustments. After such adjustments, ASCBVI
is still the Company's wholly-owned subsidiary.

There's no impact on Acer's shareholders' equity.

6.Purpose/objective of the share exchange:

To adjust and optimize the investment structure.

7.Whether the original shareholders are required to trade shares as the
consideration, types and no.of the shares of the Company exchanged, and the
subject company's shareholding percentage of the Company after the share
exchange:

ADSC will issue new shares by increasing capital for exchanging ASCBVI's 100%
shares owned by the Company.

8.Types and no.of the exchange shares to obtain:

The details of this transaction will be disclosed upon confirmation.

9.Anticipated benefits of the share exchange:

To adjust and optimize the investment structure.

10.Share exchange ratio and basis of its calculation:

The details of this transaction will be disclosed upon confirmation.

11.Whether the CPA, lawyer or securities underwriter issued an unreasonable

opinion regarding the transaction:

The details of this transaction will be disclosed upon confirmation.

12.Name of accounting, law or securities firm:

The details of this transaction will be disclosed upon confirmation.

13.Name of CPA or lawyer:

The details of this transaction will be disclosed upon confirmation.

14.Practice certificate number of the CPA:

The details of this transaction will be disclosed upon confirmation.

15.Estimated date of completion:

The details of this transaction will be disclosed upon confirmation.

16.Basic information of the subject company:

Acer SoftCapital Incorporated is a professional investment and holding
company.

17.Restrictive covenants in the contract, and other important terms and
conditions regarding future transfers of shares resulting from the share
exchange:

The details of this transaction will be disclosed upon confirmation.

18.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:

After this transaction, the Company will have no share of ASCBVI, and the
counterparty will have 100% shares of ASCBVI.

19.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: 45.79%

Current ratio to the shareholder's equity: 112.14%

Operating capital: NT$-2,043,343 thousand

20.Other important terms and conditions: None

21.Any objections by directors to the present transaction: None

22.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, reason for recusal or otherwise, details of recusal, and reason for
a resolution for or against the proposal): None

23.Any other matters that need to be specified:

Board of Directors has authorized the chairman to appoint the related
department for further planning and execution.

 

No:10

ACER INC. AND SUBSIDIARIES

Consolidated Financial Statements of 2022 Q3

 

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
(https://www.acer-group.com/ag/en/TW/content/quarterly-reports)

 

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